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false0000097210FYMAMAIncludes $8.2 million, $13.2 million and $10.0 million in 2022, 2021 and 2020, respectively, for leases of Teradyne's systems recognized outside of ASC 606: "Revenue from Contracts with Customers."During the year ended December 31, 2021, the fair value of contingent consideration for the earn-outs in connection with the acquisition of AutoGuide was reduced to zero, which resulted in a benefit of $7.2 million, primarily due to a decrease in forecasted revenues and earnings before interest and taxes.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.Incremental shares from the assumed conversion of the convertible notes was calculated using the difference between the average Teradyne stock price for the period and the conversion price, multiplied by the number of convertible notes shares. The result of this calculation, representing the total intrinsic value of the convertible debt, was divided by the average Teradyne stock price for the period.Convertible notes hedge warrant shares were calculated using the difference between the average Teradyne stock price for the period and the warrant price, multiplied by the number of warrant shares. The result of this calculation, representing the total intrinsic value of the warrant, was divided by the average Teradyne stock price for the period.Included in Corporate and Eliminations are interest income, interest expense, net foreign exchange gains (losses), net cash flow hedge gains (losses), intercompany eliminations, pension and postretirement plan actuarial gains (losses), legal and environmental fees, contingent consideration adjustments, acquisition related charges and compensation, gain on sale of asset, and loss on convertible debt conversions in 2021. Included in income (loss) before taxes are charges and credits related to restructuring and other, inventory charges and loss on convertible debt conversions in 2021.Revenues attributable to a country are based on location of customer site.As of December 31, 2022 and 2021, long-lived assets attributable to Singapore were $30.7 million and $39.4 million, respectively.Total assets are attributable to each segment. 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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-K



ANNUAL REPORT

PURSUANT TO SECTIONS 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

(MARK ONE)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934|

For the fiscal year ended December 31, 2023

OR

TRANSITION REPORT |
| | PURSUANT |
| | TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934|

Commission file number 001-06462



TERADYNE, INC.

(Exact Name of Registrant as Specified in Its Charter)





| | | |
| MASSACHUSETTS | | 04-2272148 |
| (State or Other Jurisdiction of | | (I.R.S. Employer |
| | |
| Incorporation or Organization) | | Identification Number) |



| | | |
| 600 RIVERPARK DRIVE | 01864 |
| | |
| NORTH READING, MASSACHUSETTS | | |
| (Address of Principal Executive Offices) | | (Zip Code) |

Registrant's telephone number, including area code: (978) 370-2700

Securities registered pursuant to Section 12(b) of the Act:



| | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value | | TER | | Nasdaq Stock Market LLC |
| $0.125 per share | | | | |



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act (check one):



| | | | || | |
| Large accelerated filer | | ☒ | | Accelerated filer | | ☐ |
| | | | |
| Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ |
| | | | |
| | | | | 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting stock held by non-affiliates of the registrant as of July 2, 2023, was approximately $11.0 billion based upon the closing price of the registrant's Common Stock on the Nasdaq Stock Market on that date.

The number of shares outstanding of the registrant's only class of Common Stock as of February 16, 2024, was 153,080,607 shares.

shares.


DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's proxy statement in connection with its 2024 annual meeting of shareholders are incorporated by reference into Part III of this Form 10-K.





Table of Contents

TERADYNE, INC.

INDEX



| | | |
| | | Page No. |
| | | || Page No. | |
| | | |
| | | |

| |
| PART I. ||
| | | |
| Item 1. | | Business | | | 2 ||
| Item 1A. | | Risk Factors | 10 |
| Item 1B. | | Unresolved Staff Comments | 21 |
| Item 1C. | Cybersecurity | 21 |
|| 27 | |
| Item 2. | | Properties | 23 |
| Item 3. | | Legal Proceedings | 23 |
| Item 4. | | Mine Safety Disclosure | 23 |
| |
| PART II. ||
| | | |
| Item 5. | | Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities | 24 |
| Item 6. | | (Reserved) | 24 |
| Item 7. | | Management's Discussion and Analysis of Financial Condition and Results of Operation | 25 |
| Item 7A. | | Quantitative and Qualitative Disclosures about Market Risk | 36 |
| Item 8. | | Financial Statements and Supplementary Data | 38 |
| Item 9. | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 87 |
| Item 9A. | | Controls and Procedures | 87 |
| Item 9B. | | Other Information | 87 |
| Item 9C. | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 87 |
| |
| PART III. ||
| | | |
| Item 10. | | Directors, Executive Officers and Corporate Governance | 88 |
| Item 11. | | Executive Compensation | 88 |
| Item 12. | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 88 |
| Item 13. | | Certain Relationships and Related Transactions, and Director Independence | 88 |
| Item 14. | | Principal Accountant Fees and Services | 88 |
| |
| PART IV. ||
| | | |
| Item 15. | | Exhibits and Financial Statement Schedule | 89 |
| Item 16. | | Form 10-K Summary | 90 |
| | | Signatures | 95 |



Table of Contents



TERADYNE, INC.

FORM 10-K

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. When used herein, the words "will," "would," "believe," "anticipate," "plan," "expect," "estimate," "project," "intend," "may," "see," "target" and other words and terms of similar meaning regarding Teradyne's future business prospects, financial performance or position and results of operations. When used herein, the words such as "anticipate," "expect," "plan," "could," "may," "will," "believe," "estimate," "goal," or other comparable terms are intended to identify forward-looking statements although not all forward-looking statements contain these identifying words. Forward-looking statements involve risks and uncertainties, including, but not limited to, those discussed in the section entitled "Risk Factors" of this Annual Report on Form 10-K and elsewhere, and in our other filings with the Securities and Exchange Commission ("SEC"). Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management's analysis only as of the date hereof and are subject to risks and uncertainties that could cause actual results to differ materially from those stated or implied. Teradyne assumes no obligation to update these forward-looking statements for any reason, except as may be required by law.

1

Table of Contents



PART I

| Item 1: | Business|

Teradyne, Inc. ("Teradyne") was founded in 1960 and is a leading global supplier of automated test equipment and robotics solutions.

We design, develop, manufacture and sell automated test systems and robotics products. Our automated test systems are used to test semiconductors, wireless products, data storage and complex electronics systems in many industries including consumer electronics, wireless, automotive, industrial, computing, communications, and aerospace and defense industries. Our robotics products include collaborative robotic arms and autonomous mobile robots ("AMRs") used by global manufacturing, logistics and industrial customers to improve quality, increase manufacturing and material handling efficiency and decrease manufacturing and logistics costs. Our automated test equipment and robotics products and services include:

| | •| |
semiconductor test ("Semiconductor Test") systems;|
| | •| |
storage and system level test ("Storage Test") systems, defense/aerospace ("Defense/Aerospace") test instrumentation and systems, and circuit-board test and inspection ("Production Board Test") systems (collectively these products represent "System Test");|
| | •| |
wireless test ("Wireless Test") systems; and|
| | •| |
robotics ("Robotics") products.|

The market for our test products is concentrated with a limited number of significant customers accounting for a substantial portion of the purchases of test equipment. A few customers drive significant demand for our products both through direct sales and sales to the customer's supply partners. We expect that sales of our test products will continue to be concentrated with a limited number of significant customers for the foreseeable future.

In 2022, the demand in the mobility and compute segments of our Semiconductor Test business was lower due to end market slowdown in these segments as well as a slower technology transition in one of our largest end-markets. While In 2023, the demand in our Semiconductor Test business continued to be impacted by a correction cycle driven by excess semiconductor inventory, primarily in the mobility segment of the market. The depth of this slowdown and the timing of the recovery are uncertain, however, strong automotive and image sensor demand partially offset these declines. The growth of DDR5 and High Bandwidth Memory ("HBM") devices for data center applications continued to drive demand for our products in the memory market in 2023. Over the midterm, we expect the ramp of 3 nanometer process technology starting in 2023 followed by and gate-all-around process technology, increasing multichip packaging, additional device complexity and unit growth will drive additional demand for Semiconductor Test.

Our Robotics segment consists of Universal Robots A/S ("UR"), a leading supplier of collaborative robotic arms, and Mobile Industrial Robots A/S ("MiR"), a leading maker of autonomous mobile robots ("AMRs") for industrial automation. In September 2022, we merged MiR and AutoGuide, LLC ("AutoGuide"), a maker of high payload AMRs, to become a single supplier of AMRs.AMRs for industrial automation. The market for our Robotics segment products is dependent on the adoption of new automation technologies by large manufacturers as well as small and medium enterprises ("SMEs") throughout the world. We expect Robotics sales channel expansion combined with new products to drive growth in 2023.Demand in the fourth quarter of 2023 increased, tied to introduction of new products and seasonally high demand in Robotics after market softness and the impact of our channel transformation resulted in a weaker than forecasted first half of 2023.

On November 7, 2023, Teradyne and Technoprobe S.p.A ("Technoprobe"), a leader in the design and production of probe cards, announced the establishment of a strategic partnership that will seek to accelerate growth for both companies and enable higher performance semiconductor test interfaces for customers worldwide. As part of the partnership, Teradyne will make an investment of 481.0 million Euros in exchange for a 10% equity investment in Technoprobe and Technoprobe will acquire 100% of Teradyne's Device Interface Solutions ("DIS") business in exchange for $85.0 million. The transaction is expected to close during the first half of 2024.

In 2023, inflation had minimal effect on our results. While both our test and robotics businesses may continue to be influenced by supply constraints, which could impact our revenue and costs, in 2023. In 2022, inflation had minimal effect on our results in 2022, we were unable to supply approximately $20 million of revenue in our test businesses for which we had customer demand.we do not anticipate that supply chain constraints will have a material impact on our financial results in 2024.

Our financial statements are denominated in U.S. dollars. While the majority of our revenues are in U.S. dollars, approximately 70 percent of our Robotics sales are denominated in foreign currencies. There was no material impact to our 2023 results due to changes in foreign exchange rates, however, in 2022, the strengthening of the U.S. dollar was a factor in lower than forecasted revenues in our Robotics segment. Continued Strengthening of the U.S. dollar would adversely affect Robotics revenue growth in 2024.

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Our corporate strategy continues to focus on profitably gaining market share in our test businesses through the introduction of differentiated products that target expanding segments and accelerating growth through continued investment in our Robotics businesses. We plan to continue investing in our growth while balancing capital allocations between returning capital to our shareholders through stock repurchases and dividends and using capital for acquisitions.

Investor Information

We are a Massachusetts corporation incorporated on September 23, 1960. We are subject to the informational requirements of the Securities Exchange Act of 1934 ("Exchange Act"). We file periodic reports, proxy statements and other information with the SEC. The SEC maintains an internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file documents electronically.

You can access financial and other information, including the charters of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, our Corporate Governance Guidelines and Code of Conduct, by clicking the Investors link on our web site at www.teradyne.com. We make available, free of charge, copies of our filings with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act through our web site as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the SEC.

Products

Semiconductor Test

We design, manufacture, sell and support Semiconductor Test products and services on a worldwide basis. The test systems we provide are used both for wafer level and device package testing of semiconductor devices. These devices are used in automotive, industrial, communications, consumer, smartphones, cloud, computer and electronic game applications, among others. Semiconductor devices span a broad range of functionality, from very simple low-cost devices such as appliance microcontrollers, operational amplifiers or voltage regulators to complex digital signal processors, Artificial Intelligence/Machine Learning ("AI/ML") training, high performance computing and microprocessors as well as memory devices. Semiconductor Test products and services are sold to integrated device manufacturers ("IDMs") that integrate the fabrication of silicon wafers into their business, "Fabless" companies that outsource the manufacturing of silicon wafers, "Foundries" that cater to the processing and manufacturing of silicon wafers, and semiconductor assembly and test providers ("OSATs") that provide test and assembly services for the final packaged devices to both Fabless companies and IDMs. Fabless companies perform the design of integrated circuits without manufacturing capabilities and use Foundries for wafer manufacturing and OSATs for test and assembly. These customers obtain the overall benefit of comprehensively testing devices and reducing the total costs associated with testing by using our Semiconductor Test systems to:

| | •| |
improve and control product quality;|
| | •| |
measure and improve product performance;|
| | •| |
reduce time to market; and|
| | •| |
increase production yields.|

Our FLEX Test Platform architecture advances our core technologies to produce test equipment that is designed for high efficiency multi-site testing. Multi-site testing involves the simultaneous testing of many devices in parallel. Leading semiconductor manufacturers are using multi-site testing to significantly improve their "Cost of Test" economics. The FLEX Test Platform architecture addresses customer requirements through the following key capabilities:

| | •| |
A high efficiency multi-site architecture that reduces tester overhead such as instrument setup, synchronization and data movement, and signal processing;|



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| | •| |
The IG-XL™ software operating system which provides fast program development, including instant conversion from single to multi-site test; and|
| | •| |
Broad technology coverage by instruments designed to cover the range of test parameters, coupled with a universal slot test head design that allows easy test system reconfiguration to address changing test needs.|

FLEX Test Platform purchases are made by IDMs, OSATs, Foundries and Fabless customers. The FLEX Test Platform has become a widely used test solution at OSATs by providing versatile testers that can handle the widest range of devices, allowing OSATs to leverage their capital investments. The broad consumer, automotive and broadband markets have historically driven most of the device volume growth in the semiconductor industry. These markets include mobile phones and tablets, PCs, servers, networking

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and automotive electronics. These end use markets continue to be drivers for the FLEX Test Platform family of products because they require a wide range of technologies and instrument coverage. In 2019, we introduced our next generation UltraFLEXPlus tester, the newest member of the UltraFLEX family, UltraFLEXPlus uses the new PACETM architecture to deliver superior economics and fast time to market for complex digital devices.

Our J750™ test system shares the IG-XL software environment with the family of FLEX Test Platform systems. The J750 is designed to handle high volume semiconductor devices, such as microcontrollers, that are central to the functionality of almost every consumer electronics product, from small appliances to automobiles. J750 test systems combine compact packaging, high throughput and ease of production test. We extended the J750 platform technology to create the IP750 Image Sensor™ test system. The IP750 is focused on testing image sensor devices used in smartphones, automobiles and other imaging products. We have continued to invest in the J750 platform with new instrument releases that bring new capabilities to existing market segments and expand the J750 platform to new devices that include high end microcontrollers and the latest generation of image sensors.

Our Magnum platform addresses the requirements of mass production test of memory devices for flash and DRAM memory. Flash and DRAM memory are widely used core building blocks in modern electronic products finding wide application in consumer, industrial, and computing equipment. Magnum 7, the newest member of the family introduced at the end of 2021, is a next generation memory test solution designed for parallel memory test in the flash, DRAM and multi-chip package markets. In 2019, we introduced a high-speed DRAM test version of our Magnum platform called Magnum EPIC giving us full product coverage of the memory test market.

Our ETS platform is used by semiconductor manufacturers and assembly and test subcontractors, primarily in the analog/mixed signal markets that cover more cost sensitive applications. Our proprietary SmartPin™ technology enables high efficiency multi-site testing, on an individual test system, permitting greater test throughput. Semiconductors tested by ETS platform systems are incorporated into a wide range of products in historically high-growth markets, including mobile devices, automotive electronics, computer peripherals, and notebook and desktop computers. The Eagle platform includes the ETS-88, a high performance multi-site production test system designed to test a wide variety of high volume power and precision devices, including Silicon Carbide (SiC) and Gallium Nitride (GaN) power devices used in vehicle electrification, and the ETS-800, a high performance multi-site production test system, is used to test high complexity power devices in automotive, industrial and consumer applications.

System Test

Our System Test segment is comprised of three business units: Storage Test, Defense/Aerospace, and Production Board Test.

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Storage Test

The Storage Test business unit addresses the high throughput, automated manufacturing test requirements of hard disk drive ("HDD") and semiconductor manufacturers. Our HDD products address the client and enterprise storage markets. The client market is driven by the needs of desktop, laptop, and external HDD storage products. The enterprise market is driven by the needs of data centers and cloud storage. Our system level test product for the semiconductor production market is used to test devices following wafer and package test. The business unit's products lead in addressing customer requirements related to factory density, throughput and thermal performance.

Defense/Aerospace

We are a leading provider of high performance test systems, subsystems, instruments and service for the defense and aerospace markets. Our test products are used to ensure the readiness of military and commercial aerospace electronics systems. New programs, such as tactical aircraft and missile systems, as well as upgrade programs, continue to fuel the demand for high performance test systems in this market. Our test products are well-suited to the demands of defense/aerospace electronics manufacturers and repair depots worldwide. Our leadership in this market is underscored by our success with major Department of Defense programs across all U.S. military service branches and many allied defense services worldwide.

Production Board Test

Our test systems are used by electronics manufacturers and OEMs worldwide to perform In-Circuit-Test ("ICT") and device programming of printed circuit board assemblies. Fast, accurate and cost-effective test capabilities are hallmark features of our Test Station product families. We offer the Test Station in off-line and automated in-line configurations. The automated in-line configurations address the growing requirements for automating production lines for high volume applications, such as automotive electronics, computing, and communications.

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Wireless Test

Our Wireless Test business operates under the LitePoint brand name and provides test solutions utilized in the development and manufacturing of wireless devices and modules. Our Wireless Test segment is a business unit run under the LitePoint brand name providing wireless test solutions for silicon validation, wireless module manufacturing, and wireless end device manufacturing. The world's leading makers of smartphones, tablets, notebooks, laptops, peripherals, laptops, access points, and Internet-of-Things ("IoT") devices rely on LitePoint equipment to ensure their products get into consumer's hands with high quality and high efficiency.

LitePoint hardware and software wireless test solutions are used in test insertions that LitePoint wireless test systems span design verification to high volume manufacturing and are deployed across the entire production chain from wireless chipset suppliers to the consumer brands. Wireless devices are often tested at multiple points along the manufacturing process that include insertions at component, system-in-package ("SiP"), module, PCB, SMT and finished product stages.

Design verification is an important step in the development process for evaluating product performance prior to starting production. As end market unit volumes have increased, the quantity of units and the amount of data that must be analyzed for a successful product launch continues to grow. LitePoint products provide easy to use, domain specific tools for rapid analysis of product performance. This helps to speed time to market.

Design verification involves comprehensive automated testing of small quantities of devices in an R&D lab to ensure the device meets its design targets over a wide range of conditions and scenarios. High Volume manufacturing involves the calibration and testing of each wireless device to ensure the product will deliver the intended customer experience. This ensures all the products perform identically in terms of their wireless characteristics.


In High Volume manufacturing wireless test enables the calibration of each individual product's wireless performance to improve range, data throughput and battery life. Testing also verifies product specifications for product quality control. As markets become increasingly competitive, product performance and quality provide brand differentiation.



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LitePoint equipment serves an ever-expanding number of wireless standards in three segments: connectivity, cellular, and secure ranging. Connectivity encompasses numerous short range unlicensed communication standards. Cellular includes standards operating in licensed spectrum from a few GHz to 10s of GHz (mmWave). Finally, secure ranging uses Ultra Wideband (UWB) technology to provide centimeter level positioning with secure data transactions for applications such as "digital keys" and item location (tag type trackers).

wireless standards can be thought of in three categories: connectivity, cellular, and location. Connectivity covers many standards. such as Wi-Fi and Bluetooth. LitePoint's IQxel products cover emerging Wi-Fi standards such as WiFi 6E and WiFi 7 which makes use of the newly allocated 6-7GHz spectrum Connectivity also includes a variety of other standards such as Bluetooth Classic, Bluetooth 5.0 and Bluetooth low energy, Zigbee, Z-Wave, NFC, LoRa and others.


The IQxel product family's high performance wireless and multi-device testing economics are aligned with The needs of networking equipment, Internet gateways, IoT products and embedded modules used in smartphones, tablets, and PCs. In 2021, LitePoint introduced the IQxel-MX testing solution for the testing of Wi-Fi devices. Another connectivity product, The IQnfc, addresses the use of NFC technology for payments with mobile devices.
LitePoint serves these wireless segments with multiple product families. The LitePoint IQxel-MX and IQxel-MW7G series provide leading edge measurement performance for both design validation and high volume manufacturing of connectivity products. The LitePoint IQxstream-5G and IQgig-5G families combine support for 4G and 5G technologies across a wide range of frequencies to serve all the needs of both end user (smartphones) and network infrastructure (small cells and O-RAN) equipment. Finally, the IQgig-UWB+ provides comprehensive certification and manufacturing test support for UWB (802.15.14) products used for secure ranging.


Cellular standards include 2G, 3G, 4G and the new 5G mobile phone technologies LitePoint's IQxstream is a multi-device production test optimized solution for high speed testing of GSM, EDGE, CDMA2000, TD-SCDMA, WCDMA, HSPA+, LTE and 5G technologies. It is used for calibration and verification of smartphones, tablets, small cell radio units and embedded cellular modules. The IQcell, is a multi-device cellular signaling test solution which enables user experience testing of LTE and 5G cellular devices over-the-air. The IQgig family provides test solutions at the intermediate and millimeter wave frequencies for 5G, proximity radar and 802.11ad.

Location technologies have traditionally been satellite-based wireless signals such as GPS and GLONASS, which are tested on LitePoint's connectivity and cellular equipment. A new technology called Ultra-WideBand is being adopted in IoT, automotive and mobile phones. Ultra-WideBand provides finer location capability and is tested on LitePoint's IQgig-UWB equipment.

To complement the test systems, LitePoint offers turnkey test software for over 350 of the most popular wireless chipsets. These optimized solutions provide rapid development of high volume manufacturing solutions with a minimum of engineering effort by customers.

Robotics

Our Robotics segment is comprised of two business units: Universal Robots and Mobile Industrial Robots.

Universal Robots

Universal Robots is a leading supplier of collaborative robots which are low-cost, easy-to-deploy and simple-to-program robots that work side by side with production workers to improve quality, increase manufacturing efficiency and decrease manufacturing costs. Collaborative Robots are designed to mimic the motion of a human arm and can be fitted with task specific grippers or end effectors to support a wide range of applications. Universal Robots offers a variety of collaborative robot models, including the UR3, UR5, UR10, UR16 and UR20 each with different weight carrying capacity and arm reach. All models are
Universal Robots is a leading provider of collaborative robots (cobots) used across various industries, including automotive, food & beverage, metal & machining, electronics, pharmaceutical, and in education. Founded in 2005 and headquartered in Odense, Denmark, Universal Robots aims to create a world where people work with robots, not like robots. Its mission is simple: "Automation for anyone. Anywhere."

Since introducing the world's first commercially viable cobot in 2008, Universal Robots has sold over 75,000 cobots worldwide and has developed a product portfolio reflecting a range of reaches and payloads, including the UR3e, UR5e, UR10e, UR16e, UR20 and UR30 robots. All models are robust, built to withstand a wide range of industrial environments, and can be easily integrated into existing production environments. Universal Robots' products are differentiated by their:setups, providing a number of game-changing benefits:

| | •| | easy programming using a graphical interface which allows users to program the collaborative robot in
Straightforward programming - UR's intuitive software, PolyScope, enables users to program a cobot easily and have an application up and running within
a few hours.|
| | •| | flexibility and ease of use in allowing customers to change the task the collaborative robot is performing as their production demands.dictate; |
High return on investment - cobots require a lower initial investment than traditional robotics and have an average payback time of 12-18 months.


Versatile deployment - cobots' high degree of flexibility allows customers to change the task and pace of the cobot according to production demands.
| | •| | 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 |
Collaborative-capable safety functions - following a risk assessment, most cobots can seamlessly operate alongside employees, assisting with dull, dirty, and dangerous tasks.

| | •| | short payback period, on average 12-18 months. |

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Cutting-edge precision engineering - UR's global team of talented engineers creatively tackles customer challenges, ensuring our cobots are rigorously tested and built for demanding industrial tasks.

In 2018, Universal Robots introduced its e-Series collaborative robots which include technology advances that enable faster development of applications, greater precision and improved safety. Universal Robots offers four e-Series collaborative robot models UR3e, UR5e, UR10e, and UR16e. in 2021, Universal Robots introduced the upgraded version of its UR10e with 25% more payload to address market demand. In 2022, Universal Robots introduced the first of its next generation industrial collaborative robots, the UR20. This model, which begins shipment in the first half of 2023, has a 1750 millimeter reach and 20 kg payload capacity. UR20 handles more tasks, fits more applications. and assists in more environments.
An extensive ecosystem has grown around the company's cobot technology creating innovation, choice for customers and a wide range of components, kits and solutions to suit every application. UR also provides an all-encompassing customer experience including UR Academy - an award-winning training program, available both online and in person in more than 120 training centers worldwide, and three tiers of service offerings carefully designed to accelerate customer success.

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Universal Robots has recently established global Centers of Excellence for Welding, Palletizing, and Machine Tending applications. These centers, led by subject matter experts, serve as knowledge hubs, offering expert recommendations and guidance on the latest trends in the field to UR partners and key customers worldwide.


Mobile Industrial Robots

In September 2022, we merged MiR and AutoGuide to become a single supplier of AMRs to accelerate the creation of the industry's widest ranging autonomous mobile robot platform MiR is a leading provider of autonomous mobile robots (AMRs) for the manufacturing and logistics segments. The MiR AMRs enhance productivity, offering a high return on investment by streamlining workforce efficiency, reducing lead times, and improving workplace safety. These AMRs operate autonomously, eliminating the need for traditional guidance infrastructure. MiR currently offers three models-MiR250, MiR600, and MiR1350-each with varying payload capacities, all managed by our unified fleet management software, MiR Fleet. MiR is a leading supplier of AMRs which are low-cost, easy-to-deploy and simple-to-program mobile robots that increase manufacturing and warehouse efficiency, and decrease costs. Collaborative autonomous mobile robots are designed to move material from point to point via autonomous navigation rather than the need for traditional mobile robot guidance infrastructure. such as painted or magnetic strips and are designed to navigate safely around obstacles and people. MiR offers four collaborative autonomous mobile robot models, MiR100, MiR250, MiR600, and MiR1350, each with different payload carrying capacity. MiR 600 and MiR1350 were Launched in the fall 2021, MiR600 and MiR1350 are industrial-grade robots with IP52 rating, compliant with ISO 3691-4 safety standards, and TÜV certified.

All models can be easily integrated into existing production environments. MiR's products are differentiated by their:

| | •| | easy programming using a graphical interface which allows users to program the AMR in a few hours; |

| | • | | Ease of Use and Speed of Deployment: Our robots are designed for quick deployment and flexibility, in allowing customers to change the task as their demands.dictate; |adapt tasks based on changing demands.

Safe Operations: Equipped with 360 safety coverage, our robots navigate around static and dynamic obstacles, ensuring safety in busy environments.
| | •| |
Reliable Autonomous Navigation: The MiR robots demonstrate consistent, reliable navigation across large manufacturing and warehouse areas.and |
| | •| | Short Payback Period: on average
Short Payback Period: With an average payback period of
12-24 months, |

MiR also supports high payload AMRs, an emerging and fast-growing segment of the global forklift market used for material transport of payloads up to 4,500 kg in manufacturing, warehouse and logistics applications. These products complement MiR's lower payload products
MiR's products provide a swift return on investment.

Sales and Distribution

In 2023, revenues from Texas Instruments Inc., a customer of our Semiconductor Test segment, accounted for 10% of our consolidated revenues. In 2021, revenues from Taiwan Semiconductor Manufacturing Company Ltd., a customer of our Semiconductor Test segment, accounted for 12% and 15%, respectively, of our consolidated revenues. In each of the years, 2023, 2022 and 2021, our five largest direct customers in aggregate accounted for 32%, 26% and 33% of our consolidated revenues, respectively.

OSAT customers, such as Taiwan Semiconductor Manufacturing Company Ltd., often purchase our test systems based upon recommendations from OEMs, IDMs and Fabless companies. In all cases when an OSAT customer purchases a test system from us, we consider the OSAT as the customer since credit risk, title and risk of loss, among other things, are between Teradyne and the OSAT. We estimate consolidated revenues driven by Qualcomm, a customer of our Semiconductor Test, System Test, and Wireless Test segments, combining direct and indirect sales, accounted for approximately 11% of our consolidated revenues in 2022. and less than 10% in 2021 and 2020. We estimate consolidated revenues driven by one OEM customer, of our Semiconductor Test and Wireless Test segments, combining direct sales to that customer with sales to the customer's OSATs (which include Taiwan Semiconductor Manufacturing Company Ltd.), accounted for less than 10% of our consolidated revenues in 2022, and 19% and 25%approximately 19% of our consolidated revenues in 2021. and 2020, respectively. The loss of, or significant decrease in demand from this OEM customer or any of our five largest direct customers, could have a material adverse effect on our business, results of operations and financial condition.

We have sales and service offices located throughout North America, Central America, Asia and Europe. We sell in these areas predominantly through a direct sales force, except for Robotics products, which are sold



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principally through distributors. Our manufacturing activities for our test businesses are primarily conducted through subcontractors and outsourced contract manufacturers with significant operations in China and Malaysia. The manufacturing activities for our Robotics businesses are done primarily in our production facilities in Denmark and the U.S.

Sales to customers outside the United States were 84%, 85%, and 89%, respectively, of our consolidated revenues in 2023, 2022 and 2021. Sales are attributed to geographic areas based on the location of the customer site.

See also "Item 1A: Risk Factors" and Note T: "Operating Segment, Geographic and Significant Customer Information" in Notes to Consolidated Financial Statements.

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Competition

We face significant competition throughout the world in each of our reportable segments. Competitors in the Semiconductor Test segment include, among others, Advantest Corporation and Cohu, Inc.

Competitors in the System Test segment include, among others, Keysight Technologies, Inc., Advantest Corporation, Test Research, Inc. and SPEA S.p.A. and Astronics Corporation.

Competitors in our Wireless Test segment include, among others, Rohde & Schwarz GmbH & Co. KG, Anritsu Company, Keysight Technologies, Inc., National Instruments Corporation, Welzek and iTest.

Competitors in our Robotics segment include manufacturers of traditional industrial robots such as KUKA Robotics Corporation, ABB, FANUC, Staubli and Yaskawa Electric Corporation, companies with emerging collaborative robot offerings such as Techman, Doosan, Jaka, and AUBO Robotics, and manufacturers of autonomous mobile robots in the material handling space such as Omron, Rockwell Automation, Junion, HikRobot, Agilox, and KION.such as Omron, Fetch, OTTO Motors, Vecna, Seegrid and Balyo.

Some of our competitors may have greater financial and other resources to pursue engineering, manufacturing, marketing, and distribution of their products. We also face competition from emerging Asian companies and from internal suppliers at several of our customers. Some of our competitors have introduced or announced new products with certain performance characteristics which may be considered equal or superior to those we currently offer. We expect our competitors to continue to improve the performance of their current products and to introduce new products or new technologies that provide improved cost of ownership and performance characteristics. See also "Item 1A: Risk Factors."

Backlog

At December 31, 2023 and 2022, our backlog of unfilled orders in our four reportable segments was as follows:



| | | | | | | | | |
| | | 2023 | | | 2022 | |
| | | (in millions) | |
| Semiconductor Test | | $ | 822.8 | | | $ | 879.6 | |
| System Test | | | 253.0 | | | | 375.4 | |
| System Test | | | 223.8 | | | | 253.0 | |
| Wireless Test | | | 60.0 | | | | 56.8 | |
| Robotics | | | 42.3 | | | | 42.6 | |
| Robotics | | | 42.6 | | | | 28.1 | |
| Wireless Test | | | 35.7 | | | | 60.0 | |
| | | $ | 1,235.2 | | | $ | 1,284.4 | |
| | | $ | 1,124.6 | | | $ | 1,235.2 | |
| | | | | | | | | |



Customers may delay delivery of products or cancel orders suddenly and without advanced notice, subject to possible cancellation penalties. Due to possible customer changes in delivery schedules and cancellation of orders, our backlog at any particular date is not necessarily indicative of the actual sales for any succeeding



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period. Delays in delivery schedules or cancellations of backlog during any particular period could have a material adverse effect on our business, financial condition or results of operations.

Raw Materials

Our products contain electronic and mechanical components that are provided by a wide range of suppliers. Some of these components are standard products, while others are manufactured to our specifications. We have experienced delays in obtaining timely delivery of certain components. These delays have impacted and may continue to impact the manufacturing of certain products and the timing of delivery of those products to our customers. While the majority of our components are available from multiple suppliers, certain items are obtained from sole sources. We may experience a temporary adverse impact if any of our sole source suppliers delay or cease to deliver products.

Intellectual Property and Licenses

The development of our products, both hardware and software, is based in significant part on proprietary information, our brands and technology. We protect our rights in proprietary information, brands and technology through various methods, such as:

| | •| | patents;|

patents;

| | •| |
copyrights;|
| | •| |
trademarks;|

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trade secrets;|
| | •| |
standards of business conduct and related business practices; and|
| | •| |
technology license agreements, software license agreements, non-disclosure agreements, employment agreements, and other agreements.|

However, these protections might not be effective in all circumstances. Competitors might independently develop similar technology or exploit our proprietary information and our brands in countries where we lack enforceable intellectual property rights or where enforcement of such rights through the legal system provides an insufficient deterrent. Also, intellectual property protections can lapse or be invalidated through appropriate legal processes. We do not believe that any single piece of intellectual property or proprietary rights is essential to our business.

Human Capital

We believe that our future success depends upon our continued ability to attract, develop, and retain a high-performance workforce, comprised of people with shared values. As of December 31, 2023, we employed approximately 6,500 employees, of whom approximately 2,000 were employed in the United States and approximately 4,500 were employed outside of the United States. Our largest non-US employee populations are in the Philippines (18%), Denmark (12%), China (10%), Taiwan (7%) and Costa Rica (6%). We also leverage contractors to provide flexibility for our business and manufacturing needs. As of December 31, 2023, we worked with approximately 300 contractors globally. Since the inception of our business, we have experienced no work stoppages or other labor disturbances.

Corporate Culture

Our core values are conducting business with honesty and integrity, collaborating with our colleagues as a company without doors, and partnering with our customers every step of the way, because customers count on us.

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We strive to foster a positive work environment that helps employees thrive. It is a priority for us to ensure that our people feel inspired, supported, safe and able to achieve their personal best. We are committed to equality through nondiscrimination, harassment prevention and pay equity policies. We value a diverse, inclusive and respectful work environment where all employees enjoy challenging assignments, development opportunities and a safe, positive culture.

We are committed to conducting business in a responsible manner, with strategic operational policies, procedures and values that support transparency, sustainability and legal compliance. We ensure ethical operations and business commitments through robust governance of the company's code of conduct and global environmental, health and safety programs.

Competitive Pay and Benefits

The primary objective of our compensation program is to provide a compensation and benefits package that will continue to attract, retain, motivate and reward high performing employees who operate in a highly competitive and technologically challenging environment. We seek to achieve this objective by linking a meaningful portion of compensation to company and business unit performance. We enable employees worldwide to share in the success of the company through various programs including a stock purchase program, equity compensation, profit sharing and bonus plans. We seek competitiveness and fairness in total compensation with reference to peer comparisons and internal equity.

In addition to providing our employees with competitive compensation packages, we offer benefits designed to meet the needs of employees and their families worldwide, including paid time off, parental leave, bereavement leave, health insurance coverage, flexible work arrangements, contributions to retirement savings, and access to employee assistance and work-life programs.

Employee Development and Training

We believe that employee development and training is a key factor in attracting, motivating, improving and retaining a strong, competitive global workforce. We provide continual development to our employees focused on developing their job skills and competencies. Examples include new manager competencies like giving feedback and coaching, and training in software development tools and project management. Our employees worldwide also receive annual performance reviews and are involved in setting goals for their own development and performance. Employees and managers look back on the previous year, review career development plans and create goals for the next year. In 2022, we implemented a new learning management system integrated with our human resource system. This enabled our business to more easily create and offer business training courses.

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We are committed to recruiting and developing talent at the collegiate level to help advance Science, Technology, Engineering and Mathematics ("STEM") education for the future generation. For example, our paid internships and entry-level positions offer real-world experience, and our co-op program offers higher education students a unique learning opportunity as students alternate one semester in a work assignment and one semester in the classroom. Additionally, we offer reimbursement for educational courses related to an employee's work or as part of a degree program, including tuition, lab fees and books. We also offer a scholarship program for employees with college-age children, step-children and grandchildren. In 2023, approximately half of the scholarship recipients were outside of the United States.

Employee Engagement

We conduct regular employee surveys to check in with our global workforce and obtain input on a number of topics. The feedback we receive from these surveys helps us assess employee sentiment, identify areas of improvement and guides our decision-making as it relates to people management. In addition, our CEO and other executives meet with employees worldwide on a frequent basis through exchange meetings and quarterly



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webcasts. The exchange meetings allow the executives to directly interact with a small group of employees, while the global webcasts enable all employees to engage with senior leaders and ask questions in an open Q&A session.

We also offer employees worldwide an opportunity to network and connect with colleagues who share similar interests. This includes global groups such as New Employees to Teradyne, Woman's Affinity Group, Veterans, Blue and Green (for team members that are committed to the environment), Runner's affinity group and LGBTQ+ advocates.

Diversity and Inclusion



We believe in fostering a diverse workforce and equitable and inclusive culture in order to build a stronger and more resilient company for our customers, our investors, our employees and our communities worldwide. To support this effort, we have a Diversity and Inclusion Charter which was developed by our Diversity, Equity and Inclusion ("DEI") executive sub-committee and designed to ensure that we build diversity across our workforce. In addition, in 2021, we hired our first DEI program manager and launched Since 2021, we have had a DEI program manager to steer our DEI efforts and maintain an internal DEI website for employees. We have established programs for recruiting and hiring candidates from various backgrounds and experiences. We have implemented policies regarding gender pay equity and have conducted audits in the United States. which have not identified any pay equity issues in the employee populations tested.regularly conduct audits of pay equity in the United States. We conduct mandatory DEI-related training for our employees worldwide and offer a wide variety of optional DEI-related training courses as well. We are an equal opportunity and affirmative action employer committed to making employment decisions without regard to race, religion, ethnicity or national origin, gender, sexual orientation, gender identity or expression, age, disability, protected veteran status or any other characteristics protected by law.



We have a tradition of amplifying the charitable actions of our employees and responding to the needs of the communities where we work. To support positive change in society, we have donated to organizations fighting for social justice and racial equality. We also sponsor the Massachusetts Conference for Women and the California Conference for Women offering opportunities for business networking, professional development and personal growth. To make it easier for employees to support charitable activities and magnify the impact of support, we established a formal matching gift program, "Teradyne Gives." The program matches up to $1,000 per year of an employee's donations to charities of their choosing, selected from a wide range of qualified non-profit organizations.



Additionally, advancing education for future generations is a primary initiative at Teradyne. We seek to increase the diversity of STEM graduates worldwide through our support of STEM programs at the middle, high school and collegiate level. ranging from middle and high school robotics competitions to college scholarships, to underwriting university programs to increase the diversity of STEM graduates worldwide. We also donate test equipment and robots to colleges, universities, and vocational programs.

Health and Safety

The health and safety of our employees worldwide is our highest priority. We are committed to complying with all applicable regulatory health and safety requirements wherever we operate. We conduct internal audits, regular reviews and monitoring of regulations to ensure compliance with laws and regulations at the local, state, province and country levels. We ensure workers are provided with the knowledge to perform their jobs safely by deploying mandatory environmental, health and safety training. We also require contractors to complete safety training prior to working at any Teradyne site. We monitor, track and report common safety metrics such as accidents, near misses and illness. Our injury and illness rate is below the industry average. We also provide our employees with a flexible and adjustable workspace, which includes reviewing ergonomics issues in the workplace, educating employees to self-identify risks and ensuring they have the work environment they need to do their jobs safely and effectively.

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Throughout the novel coronavirus (COVID-19) pandemic, we have focused on ensuring the health and safety of our employees and providing the resources to effectively work remotely and to work in a safe environment when on site. We have encouraged our workforce to become fully vaccinated. We have also supported our global workforce by sending regular all-employee communications, providing development opportunities for managers and employees to support effectively working virtually, establishing emergency response teams to empower local decision-making, conducting surveys to check in with employees, sharing regular video updates from our leadership team, and establishing a well-defined return to work process.

Regulatory Environment

We are subject to various federal, state, and local government laws and regulations relating to international trade, business conduct, the protection of employee health and safety and the environment.

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We accrue for all known environmental liabilities when it becomes probable that we will incur cleanup costs and those costs can reasonably be estimated. Estimated environmental costs are not expected to materially affect the financial position or results of our operations in future periods. However, estimates of future costs are subject to change due to protracted cleanup periods and changing environmental remediation laws and regulations.

We are subject to U.S. laws and regulations that limit and restrict the export of some of our products and services and may restrict our transactions with certain customers, business partners and other persons. In certain circumstances, export control and economic sanctions regulations prohibit the export of certain products, services, and technologies, and in other circumstances we are required to obtain an export license before exporting the controlled item. For example, we must comply with current U.S. Department of Commerce export control regulations restricting transactions with certain customers in China. We must also comply with export restrictions and laws imposed by other countries affecting trade and investments. We maintain an export compliance program but there are risks that the compliance controls could be circumvented, exposing us to legal liabilities. Compliance with these laws has limited our sales and likely will continue to limit sales to certain customers in the future. Changes in, and responses to, U.S. trade policy could reduce the competitiveness of our products and cause our sales to drop, which could have a material adverse effect on our business, financial condition or results of operations.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Pursuant to General Instruction G (3) of Form 10-K, the following table is included in Part I of this Annual Report on Form 10-K in lieu of being included in the Proxy Statement for the Annual Meeting of Shareholders. The table sets forth the names of all of our executive officers and certain other information relating to their positions held with Teradyne and other business experience. Our executive officers do not have a specific term of office but rather serve at the discretion of the Board of Directors.



| | | | | | | |
| Executive Officer | | Age | | Position | | Business Experience for The Past 5 Years |
| Gregory S. Smith | | 59 | | Chief Executive Officer, President and President of Robotics | | Chief Executive Officer since February 2023; President of Teradyne since July 2022; President of Robotics since October 2020; President of Semiconductor Test from February 2016 to September 2020; Vice President, SOC Business Group and Marketing Manager for Semiconductor Test Group from January 2014 to February 2016; Business Unit Manager, Complex SOC Business Unit from 2009 to January 2014. |
| | | | |
| Sanjay Mehta | | 54 | | Vice President, Chief Financial Officer and Treasurer | | Vice President, Chief Financial Officer and Treasurer of Teradyne since April 2019; Senior Vice President and General Manager of Compute and XR Products at Qualcomm Technologies, Inc. ("Qualcomm") from June 2018 to March 2019; President of Qualcomm's semiconductor segment ("QCT") China from March 2016 to June 2018; Senior Vice President Business Operations of QCT at Qualcomm from November 2015 to March 2016; Chief Financial Officer and Senior Vice President, Sales Operations, of QCT at Qualcomm from October 2010 to November 2015. |
| | | | |
| Charles J. Gray | | 61 | | Vice President, General Counsel and Secretary | | Vice President, General Counsel and Secretary of Teradyne since April 2009. |
| | | | |
| Bradford B. Robbins | | 64 | | President of Wireless Test | | President of Wireless Test since August 2014; Chief Operating Officer of LitePoint Corporation from 2012 to 2014; Vice President of Teradyne since 2001. |
| | | | |
| Richard J. Burns | | 60 | | President of Semiconductor Test | | President of Semiconductor Test since October 2020; Vice President, Semiconductor Test Engineering from February 2016 to September 2020. |



| Item 1A: | Risk Factors|

The risks described below are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

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Risks Associated with Teradyne's Markets

Our business is impacted by global and industry-specific economic cycles, which are difficult to predict, and actions we have taken or may take to offset these cycles may not be sufficient.

Capital equipment providers in the electronics, semiconductor industries and robotics, such as Teradyne, have, in the past, been negatively impacted by both sudden slowdowns in the global economies and recurring cyclicality within those industries. These cycles have resulted in periods of over-supply; a trend we believe will continue to occur. Our business and results of operations depend, in significant part, upon capital expenditures of manufacturers of semiconductors electronics and other industrial products, which in turn depend upon the current and anticipated market demand for those products. Disruption or deterioration in economic conditions may reduce customer purchases of our products, thereby reducing our revenues and earnings. In addition, such adverse changes in economic conditions, and resulting slowdowns in the market for our products, may, among other things, result in increased price competition for our products, increased risk of excess and obsolete inventories, increased risk in the collectability of our accounts receivable from our customers, potential reserves for credit losses and write-offs of accounts receivable, increased risk of restructuring charges, and higher operating costs as a percentage of revenues, which, in each case and together, adversely affect our operating results. We are unable to predict the likely duration, frequency and severity of disruptions in financial markets, credit availability, and adverse economic conditions throughout the world, and we cannot ensure that the level of revenues or new orders for a fiscal quarter will be sustained in subsequent quarters. We have taken actions to address the effects of general economic variability and recurring industry cyclicality, including implementing cost control and reduction measures. We cannot predict whether these measures will be sufficient to offset global or market-specific disruptions that might affect our businesses and we may need to take additional or different measures in the future.

We are subject to intense competition.

We face significant competition throughout the world in each of our reportable segments. Some of our competitors have substantial financial and other resources to pursue engineering, manufacturing, marketing and distribution of their products. In addition, we are subject to trade regulations imposed by the United States government, which may not impact some of our competitors. We also face competition from emerging Asian companies and internal development at several of our customers. Some of our competitors have introduced or announced new products with certain performance characteristics that may be considered equal or superior to those we currently offer. We expect our competitors to continue to improve the performance of their current products and to introduce new products or new technologies that provide improved cost of ownership and performance characteristics. New product introductions by competitors could cause a decline in revenues or loss of market acceptance of our products.

The market for our products is concentrated, and our business depends, in part, on obtaining orders from a few significant customers.

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The market for our products is concentrated with a limited number of significant customers accounting for a substantial portion of the purchases of test equipment. In each of the years, 2023, 2022 and 2021, our five largest direct customers in aggregate accounted for 32%, 26% and 33% of consolidated revenues, respectively.

We estimate consolidated revenues driven by Qualcomm, a customer of our Semiconductor Test, System Test, and Wireless Test segments, combining direct and indirect sales to Qualcomm, accounted for approximately 11% of our consolidated revenues in 2022 and less than 10% in 2021 and 2020. We estimate consolidated revenues driven by one OEM customer, of our Semiconductor Test and Wireless Test segments, combining direct sales to that customer with sales to the customer's OSATs (which include Taiwan Semiconductor Manufacturing Company Ltd.), accounted for less than 10% of our consolidated revenues in 2022, and 19% and 25% of our consolidated revenues in 2021 and 2020, respectively.19% of our consolidated revenues in 2021.

Customer consolidation could affect our operating results.

There has been a trend toward customer consolidation in the semiconductor industry through business combinations, including mergers, asset acquisitions and strategic partnerships. If this trend continues, it could make us more dependent on fewer customers who may be able to exert increased pressure on our prices and other contract terms and could increase the portion of our total sales concentration for any single customer. Customer consolidation activity could also reduce the demand for our products and services if such customers streamline research and development or operations, reduce purchases or delay purchasing decisions. These outcomes could negatively impact our operating results and financial condition.




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If we fail to develop new technologies to adapt to our customers' needs or if our customers fail to accept our new products, our revenues will be adversely affected.

We believe that our technological position depends primarily on the technical competence and creative ability of our engineers. In a rapidly evolving market, such as ours, the development or acquisition of new technologies, commercialization of those technologies into products and market acceptance and customer demand for those products are critical to our success. Successful product development or acquisition, introduction and acceptance depend upon a number of factors, including:

| | •| |
new product selection;|
| | •| |
ability to meet customer requirements including with respect to safety and cyber security;|
| | •| |
development of competitive products by competitors;|
| | •| |
timely and efficient completion of product design;|
| | •| |
timely and efficient implementation of manufacturing and manufacturing processes;|
| | •| |
timely remediation of product performance issues, if any, identified during testing;|
| | •| |
assembly processes and product performance at customer locations;|
| | •| |
differentiation of our products from our competitors' products;|
| | •| |
management of customer expectations concerning product capabilities and product life cycles;|
| | •| |
transition of customers to new product platforms;|
| | •| |
compliance with product safety regulations;|
| | •| |
ability to protect products from cyber attacks when used by our customers;|
| | •| |
ability to attract and retain technical talent; and|
| | •| |
innovation that does not infringe on the intellectual property rights of third parties.|

Risks Associated with Operating a Global Business

We are subject to risks of operating internationally.

A significant portion of our consolidated revenues is derived from customers outside the United States. Our international sales and operations are subject to significant risks and difficulties, including:

| | •| |
unexpected changes in legal and regulatory requirements affecting international markets;|
| | •| |
cost increases due to inflation;|
| | •| |
changes in tariffs and exchange rates;|
| | •| |
social, political and economic instability, acts of terrorism and international conflicts;|

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disruption caused by health pandemics;such as the coronavirus; |
| | •| |
difficulties in protecting intellectual property;|
| | •| |
difficulties in accounts receivable collection;|
| | •| |
cultural differences in the conduct of business;|
| | •| |
difficulties in staffing and managing international operations;|
| | •| |
compliance with anti-corruption laws;|
| | •| |
compliance with data privacy regulations;|

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| | • | | compliance with customs and trade regulations; and|
| | •| |
compliance with international tax laws and regulations.|

In addition, an increasing portion of our products and the products we purchase from our suppliers are sourced or manufactured in foreign locations, including China, Malaysia and Denmark, and a large portion of the devices our products test are fabricated and tested by foundries and subcontractors in Taiwan, China, Korea and other parts of Asia. As a result, we are subject to a number of economic and other risks, particularly during times of political, health or financial instability in these regions. Disruption of manufacturing or supply sources in these international locations could materially adversely impact our ability to fill customer orders and potentially result in lost business.

We are subject to risks associated with doing business in China.

In addition to the risks associated with the tariffs and trade regulations detailed below, we are subject to the following risks associated with doing business in China:


adverse changes in Chinese political, economic or social conditions or Chinese laws, regulations or policies, including the imposition of unexpected or confiscatory taxation, restrictions on currency conversion, imports and sources of supply, devaluations of currency, the nationalization or other expropriation of private enterprises, or the reversal of economic reform policies that encourage private economic activity, foreign investments and greater economic decentralization;

differing economic practices compared to most developed countries, including with respect to the amount of government involvement, control of foreign exchange and allocation of resources;

uncertainties presented by the Chinese legal system, which is not fully integrated and continues to rapidly evolve, impeding our ability to interpret certain Chinese laws and regulations, predict and evaluate the outcome of administrative and court proceedings and the level of legal protection to enforce contracts we have entered into in China; and Chinese controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China, restricting our ability to remit sufficient foreign currency to pay dividends or make other payments to us, or otherwise satisfy foreign currency-denominated obligations.

The foregoing risks and the ongoing geopolitical tensions and economic uncertainty between the United States and China and the unknown impact of current and future Chinese rules and regulations, may cause increased costs, as well as restrictions on our ability to sell, or a decreased demand from customers to purchase, our products, which could harm our business, financial condition and operating results.

The Israel-Hamas conflict may have a material impact on our Business

The Israel-Hamas conflict could have a negative impact on our future revenue and supply chain, either of which could adversely affect our business and financial results. Our customers in Israel may experience delays in product releases due to impacts to their labor force and impacts on their suppliers because of the conflict, which could materially impact demand for our products. Similarly, our suppliers in Israel may experience delays in providing us with parts due to the conflict. In addition, the global economic uncertainty following the start of the conflict could impact demand for our products.

Risks Related to Teradyne's Finances

We may not fully realize the benefits of our acquisitions or strategic alliances.

In June 2015, we acquired Universal Robots, in 2018, we acquired Energid and MiR and, in 2019, we acquired Lemsys and AutoGuide. In November 2023, we announced entering into strategic partnership agreement with Technoprobe which included

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Teradyne acquiring 10% of the equity in Technoprobe. We may not be able to realize the benefits of acquiring or successfully growing these businesses. We may continue to acquire additional businesses, form strategic alliances, or create joint ventures with third parties that we believe will complement or augment our existing businesses. We may not be able to realize the expected synergies and cost savings from the integration with our existing operations of other businesses or technologies that we may acquire. In addition, the integration process for our acquisitions may be complex, costly and time consuming and include unanticipated issues, expenses, and liabilities. We may have difficulty in developing, manufacturing, and marketing the products of a newly acquired company in a manner that enhances the performance of our combined businesses or product lines and allows us to realize value from expected synergies. Following an acquisition, we may not achieve the revenue or net income levels that justify the acquisition. Acquisitions may also result in one-time charges (such as acquisition-related expenses, write-offs or restructuring charges) or in the future, impairment of goodwill or acquired intangible assets, or adjustments to contingent consideration liabilities that adversely affect our operating results. Additionally, we may fund acquisitions of new businesses, strategic alliances, or joint ventures by utilizing our cash, incurring debt, issuing shares of our common stock, or by other means. Additionally, we may face restrictions pursuant to the terms of an acquisition or strategic alliance agreement, such as the three year restriction on the transfer or disposition of the Technoprobe shares upon closing of the agreement, subject to certain early termination events.

We may incur higher tax rates than we expect and may have exposure to additional international tax liabilities and costs.

We are subject to paying income taxes in the United States and other countries where we operate. Our effective tax rate is dependent on where our earnings are generated and the tax regulations and the interpretation and judgment of administrative tax or revenue authorities in the United States and other countries. We have pursued a global tax strategy that could be adversely affected by the mix of earnings and tax rates in the countries where we operate, changes to tax laws, tax regulations or an adverse tax ruling by administrative authorities. We are also subject to tax audits in the countries where we operate. Any material change in our tax liability resulting from changes in tax laws, tax regulations, administrative rulings or audits from an administrative tax or revenue authority could negatively affect our financial results.

As a multinational corporation, we are subject to income taxes as well as non-income-based taxes, in both the United States and various foreign jurisdictions. In certain foreign jurisdictions, we qualify for tax incentives and tax holidays based on our ability to meet, on a continuing basis, various tests relating to our employment levels, research and development expenditures and other qualification requirements in a particular foreign jurisdiction. While we intend to operate in such a manner to maintain and maximize our tax incentives and tax holidays, no assurance can be given that we have so qualified or that we will so qualify for any particular year or jurisdiction. If we fail to qualify or fail to remain qualified for certain foreign tax incentives and tax holidays, we may be subject to further taxation or an increase in our effective tax rate which would adversely impact our financial results. In November 2020, we entered into an agreement with the Singapore Economic Development



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Board which extended our Singapore tax holiday under substantially similar terms to the agreement which expired on December 31, 2020. The new tax holiday is scheduled to expire on December 31, 2025.

The tax savings attributable to the Singapore tax holiday for the years ended December 31, 2023, 2022 and 2021 were $1.4 million or $0.01 2022 2021 and 2020 were $16.0 million or $0.09 per diluted share, $16.0 million or $0.09 per diluted share, and $33.3 million or $0.18 per diluted share, respectively. These tax savings may not be achievable in subsequent years due to changes in Singapore's tax laws, issuance of new global minimum tax laws, or the expiration of the tax holiday.

In addition, we may incur additional costs, including headcount expenses, in order to maintain or obtain a foreign tax incentive or tax holiday in a particular foreign jurisdiction.

We have significant guarantees, indemnification, and customer confidentiality obligations.

From time to time, we make guarantees to customers regarding the delivery, price and performance of our products and guarantee certain indebtedness, performance obligations or lease commitments of our subsidiary and affiliate companies. We also have agreed to provide indemnification to our officers, directors, employees and agents, to the extent permitted by law, arising from certain events or occurrences, while the officer, director, employee or agent, is or was serving at our request in such capacity. Additionally, we have confidentiality obligations to certain customers and if breached would require the payment of significant penalties. If we become liable under any of these obligations, it could materially and adversely affect our business, financial condition or operating results. For additional information see Note M: "Commitments and Contingencies-Guarantees and Indemnification Obligations" in Notes to Consolidated Financial Statements.

We may discontinue or reduce our quarterly cash dividend or share repurchase program.

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In January 2014, our Board of Directors initiated a quarterly cash dividend. Since 2014, the Board of Directors has increased our quarterly cash dividend from $0.06 per share to $0.12 per share. Holders of our common stock are only entitled to receive dividends when and if they are declared by our Board of Directors.

In January 2021, our Board of Directors approved a $2.0 billion share repurchase program. In 2022 and 2021, we repurchased $752.1 million, and $600.0 million, respectively of common stock. In January 2023, our Board of Directors cancelled the 2021 repurchase program and approved a new $2.0 billion share repurchase program. In 2023, we repurchased $400.5 million of common stock. We intend to repurchase up to $90.0 million in 2024. Under the share repurchase program, we may repurchase outstanding shares of our common stock from time to time in the open market and through privately negotiated transactions. Unless terminated earlier by resolution of our Board of Directors, the repurchase program will expire when we have repurchased all shares authorized for repurchase under the share repurchase program.

Future cash dividends and share repurchases are subject to the discretion of our Board of Directors and will depend, among other things, upon our earnings, capital requirements and financial condition. While we have declared a quarterly cash dividend on our common stock and authorized a share repurchase program, we are not required to do either and may reduce or eliminate our cash dividend or share repurchase program in the future. The reduction or elimination of our cash dividend or our share repurchase program could adversely affect the market price of our common stock.

We have incurred indebtedness and may incur additional indebtedness.

On December 12, 2016, we completed a private offering of $460.0 million aggregate principal amount of 1.25% convertible senior unsecured notes (the "Notes") due December 15, 2023 and received net proceeds, after issuance costs, of approximately $450.8 million, $33.0 million of which was used to pay the net cost, after being partially offset by proceeds from the sale of the warrants, of the convertible note hedge transactions and $50.1 million of which was used to repurchase 2.0 million shares of our common stock. Holders of the Notes may require us to repurchase the Notes upon the occurrence of certain fundamental changes involving us or the holders may elect to convert into shares of our common stock. As of February 22, 2023, one hundred and twenty four holders had converted $424.9 million worth of notes.



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On May 1, 2020, we entered into a three-year, senior secured revolving credit facility of up to $400.0 million. On December 10, 2021, the credit agreement was amended to extend the maturity date of the credit facility to December 10, 2026. On October 5, 2022, the credit agreement was amended to increase the amount of the credit facility to $750.0 million from $400.0 million. The amended credit agreement provides that, subject to customary conditions, we may seek to obtain from existing or new lenders the available incremental amount under the credit facility, not to exceed the greater of $200.0 million or 15% of consolidated EBIDTA. We could borrow funds under this credit facility at any time for general corporate purposes and working capital. As of February 22, 2024, we have not borrowed any funds under this credit facility.

Our outstanding and any additional indebtedness, among other things, could:

| | •| |
make it difficult to make payments on this indebtedness and our other obligations;|
| | •| |
make it difficult to obtain any necessary future financing for working capital, capital expenditures, debt service requirements or other purposes;|
| | •| |
require the dedication of a substantial portion of any cash flows from operations to service for indebtedness, thereby reducing the amount of cash flows available for other purposes, including capital expenditures, and|
| | •| |
limit our flexibility in planning for or reacting to changes in our business and the industries in which we complete.

Restrictive covenants in the agreement governing our senior secured revolving credit facility may restrict our ability to pursue business strategies.

The agreement governing our senior secured revolving credit facility limits our ability, among other things, to incur additional secured indebtedness; sell, transfer, license or dispose of assets; consolidate or merge; enter into transactions with our affiliates; and incur liens. In addition, our senior secured revolving credit facility contains financial and other restrictive covenants that limit our ability to engage in activities that may be in our long-term best interest, such as, subject to permitted exceptions, making capital expenditures in excess of certain thresholds, making investments, loans and other advances, and prepaying any additional indebtedness while our indebtedness under our senior secured revolving credit facility is outstanding. Our failure to comply with financial and other restrictive covenants could result in an event of default, which if not cured or waived, could result in the lenders requiring immediate payment of all outstanding borrowings or foreclosing on collateral pledged to them to secure the indebtedness.[3]

Our convertible note hedge and warrant transactions could impact the value of our stock.

On December 12, 2016, we completed a private offering of $460.0 million aggregate principal amount of 1.25% convertible senior unsecured notes (the "Notes") that matured on December 15, 2023. Concurrent with the offering of the Notes, we entered into convertible note hedge transactions (the "Note Hedge Transactions") with the initial purchasers or their affiliates (the "Option Counterparties"). The Note Hedge Transactions cover, subject to customary anti-dilution adjustments, the number of shares of our common stock that underlie the Notes, with a strike price equal to the conversion price of the Notes of $31.46. The Note Hedge Transactions cover, subject to customary anti-dilution adjustments, approximately 1.6 million shares of our common stock. On November 4, 2021, we made an irrevocable election under the indenture to require the principal portion of the remaining Notes to be settled in cash.

Separately and concurrent with the pricing of the Notes, we entered into warrant transactions with the Option Counterparties (the "Warrant Transactions") in which we sold net-share-settled (or, at our election subject to certain conditions, cash-settled) warrants to the Option Counterparties. The Warrant Transactions, which expire between March 18, 2024 and July 10, 2024, cover, subject to customary

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anti-dilution adjustments, approximately 14.7 million shares of our common stock. The strike price of the warrants is $39.40 per share. The Warrant Transactions could have a dilutive effect to our common stock result in increased common stock outstanding to the extent that the market price per share of our common stock, as measured under the terms of the Warrant Transactions, exceeds the applicable strike price of the warrants.

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The Note Hedge Transactions are expected to reduce the potential dilution to our common stock upon any conversion of the Notes. However, the Warrant Transactions could separately have a dilutive effect to the extent that the market value per share of our common stock exceeds the applicable strike price of the warrants. The net cost of the Note Hedge Transactions, after being partially offset by the proceeds from the sale of the warrants, was approximately $33.0 million.

In connection with establishing their initial hedge of these convertible note hedge and warrant transactions, the Option Counterparties have entered into various derivative transactions with respect to our common stock and/or purchase shares of our common stock or other securities, including the Notes, concurrent with, or shortly after, the pricing of the Notes. In addition, the Option Counterparties may modify their hedge positions by entering into or unwinding various derivative transactions with respect to our common stock or by selling our common stock or other securities, including the Notes, in secondary market transactions (and may do so during any observation period related to the conversion of the Notes). These activities could adversely impact the value of our common stock and the Notes.

We may not be able to pay our debt and other obligations.

If our cash flows are inadequate to meet our obligations, we could face substantial liquidity problems. If we are unable to generate sufficient cash flows or otherwise obtain funds necessary to make required payments on our senior secured revolving credit facility or certain of our other obligations, we would be in default under the terms thereof, which would permit the holders of those obligations to accelerate their maturity and also could cause defaults under future indebtedness we may incur. Any such default could have a material adverse effect on our business, prospects, financial position and operating results.In addition, we cannot be certain that we would be able to repay amounts due on the Notes if those obligations were to be accelerated following the occurrence of any other event of default as defined in the instruments creating those obligations, or if the holders of the Notes require us to repurchase the Notes upon the occurrence of a fundamental change involving us. Moreover, we cannot be certain that we will have sufficient funds or will be able to arrange for financing to pay the principal amount due on the Notes at maturity.

Foreign currency exchange rates and fluctuations in those rates may affect the Company's ability to realize projected growth rates in its sales and earnings.

Our financial statements are denominated in U.S. dollars. While the majority of our revenues are in U.S. dollars, approximately 70% percent of our Robotics revenue in 2023 was denominated in foreign currencies. Correspondingly, our results of operations and our ability to realize projected growth rates in sales and earnings in Robotics could be adversely affected if the U.S. dollar strengthens significantly against foreign currencies.

Adverse developments affecting the financial services industry, including events or risks involving liquidity, defaults or non-performance by financial institutions, could have a material adverse effect on our business, financial condition or results of operations.

On March 10, 2023, Silicon Valley Bank (SVB), who is a lender in our revolving credit facility and where we maintain certain accounts and cash deposits, was placed into receivership with the Federal Deposit Insurance Corporation (FDIC), which resulted in all funds held at SVB being temporarily inaccessible by SVB's customers. As of March 13, 2023, access to our cash and cash equivalents at SVB was fully restored. Although our cash balances at SVB are insignificant and we do not expect further developments at SVB to have a material impact on our cash and cash equivalents, we do hold cash balances in several large financial institutions significantly in excess of FDIC and global insurance limits. If other banks and financial institutions with whom we have banking relationships enter receivership or become insolvent in the future, we may be unable to access, and we may lose, some or all of our existing cash, cash equivalents and investments to the extent those funds are not insured or otherwise protected by the FDIC.

Our stock price has been subject to fluctuations, and will likely continue to be subject to fluctuations, which may be volatile and due to factors beyond our control.

The market price of our common stock is subject to wide fluctuations in response to various factors, some of which are beyond our control. In addition to the factors discussed in this "Risk Factors" section and elsewhere in this report, factors that could cause fluctuations in the market price of our common stock include the following:


ratings changes by any securities analysts who follow our company;

announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;

changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;

changes in accounting standards, policies, guidelines, interpretations, or principles;

actual or anticipated developments in our business or our competitors' businesses or the competitive landscape generally;

developments or disputes concerning our intellectual property or our products and platform capabilities, or third-party proprietary rights;

cybersecurity attacks or incidents;

announced or completed acquisitions of businesses or technologies by us or our competitors;

changes in our board of directors or management;

announced or completed equity or debt transactions involving our securities;

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sales of shares of our common stock by us, our officers, directors, or other stockholders; and

other events or factors, including those resulting from global and macroeconomic conditions, including heightened inflation, rising interest rates, bank failures, and a potential recession, and speculation regarding the same, as well as public health crises, geopolitical tension, incidents of terrorism, or responses to these events.

In addition, the market for technology stocks and the stock markets in general have experienced extreme price and volume fluctuations. Stock prices of many technology companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business, results of operations, financial condition, and cash flows. A decline in the value of our common stock, including as a result of one or more factors set forth above, may result in substantial losses for our stockholders.

Risks Related to Operations

Our operating results are likely to fluctuate significantly.

Our operating results are affected by a wide variety of factors that could materially adversely affect revenues or profitability. The following factors could impact future operations:

| | •| |
a worldwide economic slowdown or disruption in the global financial or industrial markets;|
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cost increases from inflation on materials, employee wages, third party labor, and contract manufacturing;|
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competitive pressures on selling prices;|
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our ability to introduce, and the market acceptance of, new products;|
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changes in product revenues mix resulting from changes in customer demand;|

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| | • | | the level of orders received which can be shipped in a quarter because of the tendency of customers to wait until late in a quarter to commit to purchase due to capital expenditure approvals and constraints occurring at the end of a quarter, or the hope of obtaining more favorable pricing from a competitor seeking the business;|
| | •| |
engineering and development investments relating to new product introductions, and the expansion of manufacturing, outsourcing and engineering operations in Asia;|
| | •| |
provisions for excess and obsolete inventory relating to the lack of demand for and the discontinuance of products;|
| | •| |
impairment charges for certain long-lived and intangible assets, and goodwill;|
| | •| |
an increase in the leasing of our products to customers;|
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disruption caused by health pandemics, such as the coronavirus;|
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the success of sales channel expansion in Robotics;|
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our ability to expand our global distribution channel for our collaborative and mobile robots;|
| | •| |
parallel or multi-site testing which could lead to a decrease in the ultimate size of the market for our semiconductor and electronic test products; and|
| | •| |
the ability of our suppliers and subcontractors to meet product quality or delivery requirements needed to satisfy customer orders for our products, especially if consolidated revenues increase.|

As a result of the foregoing and other factors, we have experienced and may continue to experience material fluctuations in future operating results on a quarterly or annual basis which could materially and adversely affect our business, financial condition, operating results or stock price.

If our suppliers do not meet product or delivery requirements, we could have reduced revenues and earnings.

If any of our suppliers were to cancel contracts or commitments or fail to meet the quality or delivery requirements needed to satisfy customer orders for our products, we could lose time-sensitive customer orders, have significantly decreased revenues and earnings and be subject to contractual penalties, which would have a material adverse effect on our business, results of operations and financial condition. In addition, we rely on contract manufacturers for certain of our products, and our ability to meet customer orders

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for those products depends upon the timeliness and quality of the work performed by these subcontractors, over whom we do not exercise any control.

To a certain extent, we are dependent upon the ability of our suppliers and contract manufacturers to help meet increased product or delivery requirements. It may be difficult for certain suppliers to meet delivery requirements in a period of rapid growth, therefore impacting our ability to meet our customers' demands.

Our suppliers are subject to trade regulations, including tariffs and export restrictions imposed by the United States Government and by the governments of other countries. These regulations could impact our suppliers' ability to provide us with components for our products or could increase the price of those components.

We rely on the financial strength of our suppliers. There can be no assurance that The loss of suppliers either as a result of financial viability, bankruptcy or otherwise could have a material adverse effect on our business, results of operations or financial condition.

The global supply shortage of electrical components and inflationary cost increases has impacted our ability to meet customer demand and could adversely affect our business and financial results.

The global supply shortage of electrical components, including semiconductor chips, continued to impact our supply chain in 2023. As a result, we have experienced, and may experience in the future, increases in our lead times and costs for certain components for certain products and delays in the delivery of some orders placed by our customers. In addition, in 2023, inflationary pressures contributed to increased costs for product components and wage inflation, which had minimal impact on our cost of products, gross margin and profit for the year. Our supply chain team, and our suppliers, continue to manage numerous supply, production and logistics obstacles. In an effort to mitigate these risks, in some cases, we have incurred higher costs due to investment in supply chain resiliency and to secure available inventory or have extended or placed non-cancellable purchase commitments with semiconductor suppliers, which introduces inventory risk if our forecasts and assumptions prove inaccurate. We have also sourced components from additional suppliers and multi-sourced and pre-ordered components and finished goods inventory in some cases in an effort to reduce the impact of the adverse supply chain conditions we have experienced. However, if we are unable to secure manufacturing capacities from our current or new suppliers and contract manufacturers, on acceptable terms or at all, or successfully manage our purchase commitments and inventory for components, our ability to deliver our products to our customers in the desired quantities, at competitive prices or in a timely manner may be negatively impacted for 2024. Also, our suppliers and contract manufacturers have increased their prices, which increased our cost of products. We also have been, and may continue to attempt to, offset the effect of these inflationary pressures by increasing the prices of our products. However, we may not be fully able to pass additional costs on to our customers, which could have a negative impact on our results of operations and financial condition.

Our operations may be adversely impacted if our outsourced contract manufacturers or service providers fail to perform.

We depend on Flex Ltd. ("Flex") to manufacture and test our FLEX and J750 family of products from its facilities in China and, starting in 2022, also facility in Malaysia; Plexus Corp. ("Plexus") to manufacture and test our



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Magnum products from its facilities in Malaysia and starting in 2023, also Thailand and ETS family of products from its facility in Malaysia; SAM Meerkat to manufacture and test our storage test family of products from its facilities in Malaysia and Thailand and on other contract manufacturers to manufacture other products. If for any reason these contract manufacturers cannot provide us with these products in a timely fashion, or at all, we may not be able to sell these products to our customers until we enter a similar arrangement with an alternative contract manufacturer.The Flex facility located in China may be impacted by the ongoing trade dispute between the United States and China, by regulations implemented by the United States or China, or disruption caused by health pandemics, such as the coronavirus.

If we experience a problem with our supply of products from Flex, Plexus, SAM Meerkat, or our other contract manufacturers, it may take us significant time to either manufacture the product or find an alternate contract manufacturer, which could result in substantial expense and disruption to our business.

We have also outsourced certain general and administrative functions to reputable service providers, many of which are in foreign countries, sometimes impacting communication with them because of language and time differences. Their presence in foreign countries also increases the risk they could be exposed to political and cybersecurity risk. Additionally, there may be difficulties encountered in coordinating the outsourced operations with existing functions and operations. If we fail in successfully coordinating and managing the outsourced service providers, it may cause an adverse effect on our operations which could have a material adverse effect on our business, results of operations or financial condition.

Our business may suffer if we are unable to attract and retain key employees.

Competition for employees with skills we require is intense in the high technology industry. We expect intense competition for employees to continue in 2024. Our success will depend on our ability to attract and retain key technical employees. The loss of one or

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more key or other employees, a decrease in our ability to attract additional qualified employees, or the delay in hiring key personnel could each have a material adverse effect on our business, results of operations or financial condition.

Our operations, and the operations of our customers and suppliers, are subject to risks of natural catastrophic events, severe weather, widespread health epidemics, acts of war, terrorist attacks and the threat of domestic and international terrorist attacks, any one of which could result in cancellation of orders, delays in deliveries or other business activities, or loss of customers and could negatively affect our business and results of operations.

Our business is international in nature, with our sales, service and administrative personnel and our customers and suppliers located in numerous countries throughout the world. Our operations, and those of our customers and suppliers, are subject to disruption for a variety of reasons, including work stoppages, acts of war, terrorism, health epidemics, fires, earthquakes, hurricanes, typhoons, volcanic eruptions, energy shortages, telecommunication failures, tsunamis, flooding or other natural disasters. Such disruption could materially increase our costs and expenses as well as cause delays in, among other things, shipments of products to our customers, our ability to perform services requested by our customers, or the installation and acceptance of our products at customer sites. Any of these conditions could have a material adverse effect on our business, financial condition or results of operations.

Global climate change can result in natural disasters occurring more frequently, with greater intensity and with less predictability. For example, in December 2021, our operations in Cebu, Philippines experienced a devastating typhoon. Our employees in Cebu succeeded in restoring most of our operations within days despite the severity of the damage in the region. We have offered support services to many of our employees impacted by the typhoon and have incurred additional costs to maintain our operations following the disaster. The long-term effects of climate change on the global economy and the semiconductor industry in particular are unclear but could be severe.

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The global supply shortage of electrical components and inflationary cost increases has impacted our ability to meet customer demand and could adversely affect our business and financial results.

The global supply shortage of electrical components, including semiconductor chips, continued to impact our supply chain in 2022. As a result, we have experienced, and expect to continue to experience, increases in our lead times and costs for certain components for certain products and delays in the delivery of some orders placed by our customers. In addition, in 2022, inflationary pressures contributed to increased costs for product components and wage inflation, which had minimal impact on our cost of products, gross margin and profit for the year. Our supply chain team, and our suppliers, continue to manage numerous supply, production and logistics obstacles. In an effort to mitigate these risks, in some cases, we have incurred higher costs due to investment in supply chain resiliency and to secure available inventory or have extended or placed non-cancellable purchase commitments with semiconductor suppliers, which introduces inventory risk if our forecasts and assumptions prove inaccurate. We have also sourced components from additional suppliers and multi-sourced and pre-ordered components and finished goods inventory in some cases in an effort to reduce the impact of the adverse supply chain conditions we have experienced. However, if we are unable to secure manufacturing capacities from our current or new suppliers and contract manufacturers, on acceptable terms or at all, or successfully manage our purchase commitments and inventory for components, our ability to deliver our products to our customers in the desired quantities, at competitive prices or in a timely manner may be negatively impacted for 2023. Also, our suppliers and contract manufacturers have increased their prices, which increased our cost of products. We have been and may continue to be, affected by wage inflation. We also have been, and may continue to attempt to, offset the effect of these inflationary pressures by increasing the prices of our products. However, we may not be fully able to pass additional costs on to our customers, which could have a negative impact on our results of operations and financial condition. In 2022, we were unable to supply approximately $20 million of revenue in our test businesses for which we had customer demand.

Risks Related to Intellectual Property ("IP") and Cybersecurity

Third parties may claim we are infringing their intellectual property and we could suffer significant litigation costs, licensing expenses or be prevented from selling our products.

We have been sued for patent infringement and receive notifications from time to time that we may be in violation of patents held by others. An assertion of patent infringement against us, if successful, could have a material adverse effect on our ability to sell our products or it could force us to seek a license to the intellectual property rights of others or alter such products so that they no longer infringe the intellectual property rights of others. A license could be very expensive to obtain or may not be available at all. Similarly, changing our products or processes to avoid infringing the rights of others may be costly or impractical. Additionally, patent litigation could require a significant use of management resources and involve a lengthy and expensive defense, even if we eventually prevail. If we do not prevail, we might be forced to pay significant damages, obtain licenses, modify our products, or stop making our products; each of which could have a material adverse effect on our financial condition, operating results or cash flows.

If we are unable to protect our IP, we may lose a valuable asset or may incur costly litigation to protect our rights.

We protect the technology that is incorporated in our products in several ways, including through patent, copyright, trademark and trade secret protection and by contractual agreement. However, even with these protections, our IP may still be challenged, invalidated or subject to other infringement actions. While we believe that our IP has value in the aggregate, we do not believe that any single element of our IP is in itself essential. If a significant portion of our IP is invalidated or ineffective, our business could be materially adversely affected.

A breach of our operational or security systems could negatively affect our business and results of operations.

We rely on various information technology networks and systems to process, transmit and store electronic information, including proprietary and confidential data, and to carry out and support a variety of business



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activities, including manufacturing, research and development, supply chain management, sales and accounting. We have experienced several attempted cyber-attacks of our network. None of the attempted attacks have caused a disruption to our operations or had a material adverse effect on our business or financial results. As a result of the attempts, we have taken further preventive security measures to protect our systems. Despite these preventative security measures we have implemented, we may continue to be vulnerable to attempts by third parties to gain unauthorized access to our networks or sabotage our systems. These attempts, which might be related to criminal hackers, industrial espionage or state-sponsored intrusions, include trying to covertly introduce malware to our computers, networks and systems and impersonating authorized users. In addition, third party suppliers and service providers that we rely on to manage our networks and systems and process and store our proprietary and confidential data, including the data of our customers and suppliers, may also be subject to similar attacks. Employees and contractors may also attempt to gain unauthorized access to our systems and steal proprietary and confidential data. Such attempts could result in the misappropriation, theft, misuse, disclosure or loss or destruction of

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the intellectual property, or the proprietary, confidential or personal information, of Teradyne or our employees, customers, suppliers or other third parties, as well as damage to or disruptions in our information technology networks and systems. These threats are constantly evolving and expanding, such as through the increased use of artificial intelligence in our products and expanding remote work opportunities for our employees, thereby increasing the difficulty of defending against them or implementing adequate preventative measures. While we seek to detect and investigate all security incidents and to prevent their recurrence, attempts to gain unauthorized access to our information technology networks and systems may be successful, and in some cases, we might be unaware of an incident or its magnitude and effects. A failure in or a breach of our operational or security systems or infrastructure, or those of our suppliers and other service providers, including as a result of cyber-attacks, could have a material adverse effect on our business or financial results, disrupt our business, result in the disclosure or misuse of proprietary or confidential information, damage our reputation, cause losses and increase our costs. We expect to continue to devote significant resources to the security of our information technology networks and systems.

A breach of the security of our products could negatively affect our business and results of operations.

We may be subject to security breaches of certain of our products caused by viruses, illegal break-ins or hacking, sabotage, or acts of vandalism by third parties or our employees or contractors. A breach of our product security systems could have a material adverse effect on our business or financial results, disrupt our business, result in the disclosure or misuse of proprietary or confidential information, damage our reputation, cause losses, and increase our costs. We expect to continue to devote significant resources to the security of our products.

Risks Related to the COVID-19 Pandemic

The novel coronavirus (COVID-19) pandemic has impacted our business and could materially adversely affect our results of operations, financial condition, liquidity, or cash flows.

During the global COVID-19 pandemic, government authorities implemented numerous measures in an effort to contain the spread of the virus, such as travel bans and restrictions, limitations on gatherings or social distancing requirements, quarantines, shelter-in-place orders, vaccination and testing mandates, and business limitations and shutdowns. These measures impacted our day-to-day operations and disrupted our business, workforce and operations, as well as the operations of our customers, contract manufacturers and suppliers. The COVID-19 pandemic also significantly increased economic and demand uncertainty in our markets. The COVID-19 pandemic, and the numerous measures implemented in response, adversely impacted our results of operations, including increasing costs company-wide, but we cannot accurately estimate the full extent of the impact to our 2022, 2021 and 2020 financial results or to our future financial results.

We will continue to monitor the COVID-19 pandemic. However, we are unable to accurately predict the future of COVID-19, which will depend on future developments that are highly uncertain and cannot be predicted with accuracy, including, but not limited to, any new surges or new strains or variants of the virus in areas where we do business, the availability and use of vaccinations and any further actions we may take as required by government authorities or that we determine are in the best interest of our employees, customers, contract manufacturers and suppliers.



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Risks Related to Legal and Regulatory Compliance

The implementation of tariffs on our products may have a material impact on our business.

Our business operations and supply chain are global and may be disrupted by the implementation of tariffs.

In 2018, the United States Trade Representative imposed a 25% tariff on many lists of products, including certain Teradyne products that are made in China and imported into the United States. We have implemented operational changes that mitigate the impact of the 25% tariff on the import of our impacted products into the United States. As a result, the existing tariff has not had a material adverse effect on our business, financial condition or results of operations. The implementation of additional tariffs by the United States could have a material adverse effect on our business, financial condition or results of operations.

In addition to the actions taken by the United States, China has implemented retaliatory tariffs on products made in the United States and imported into China, including certain Teradyne products. We have implemented, if appropriate, operational changes that would mitigate the impact of the retaliatory tariffs. However, notwithstanding our efforts, the retaliatory tariffs or other trade restrictions implemented by China could disrupt our business operations, sales and supply chain and, therefore, have a material adverse effect on our business, financial condition or results of operations.

Trade regulations and restrictions impact our ability to manufacture certain products and to sell products to and support certain customers, which may materially adversely affect our sales and results of operations.

We are subject to U.S. laws and regulations that limit and restrict the export of some of our products and services and may restrict our transactions with certain customers, business partners and other persons. In certain circumstances, export control and economic sanctions regulations prohibit the export of certain products, services and technologies, and in other circumstances are required to obtain an export license before exporting the controlled item. We must also comply with export restrictions and laws imposed by other countries affecting trade and investments. We maintain an export compliance program but there are risks that the compliance controls could be circumvented, exposing us to legal liabilities. Compliance with these laws has not significantly limited our sales but could significantly limit them in the future. Changes in, and responses to, U.S. trade policy could reduce the competitiveness of our products and cause our sales to drop, which could have a material adverse effect on our business, financial condition or results of operations.

The U.S. government from time to time has issued export restrictions that prohibit U.S. companies from exporting U.S. manufactured products, foreign manufactured products with more than 25% controlled U.S. content, as well as U.S. origin technology. For example, the U.S. Department of Commerce has restricted the access of U.S. origin technologies to certain Chinese semiconductor companies including YMTC and CXMT by adding those companies to the Entity List under U.S. Export Administration Regulations ("EAR"). The addition of certain of these companies to the entity list has had and will continue to have an adverse impact on our business with these customers. We will take appropriate actions, including filing for licenses with the U.S. Department of Commerce to attempt to minimize the impact of the restrictions on our business.

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On May 16, 2019, Huawei and 68 of its affiliates, including HiSilicon, were added to the U.S. Department of Commerce Entity List under the EAR. This action by the U.S. Department of Commerce imposed new export licensing requirements on exports, re-exports, and in-country transfers of all U.S. regulated products, software and technology to the designated Huawei entities. On August 17, 2020, the U.S. Department of Commerce published final regulations expanding the scope of the U.S. EAR to include additional products that would become subject to export restrictions relating to Huawei entities including HiSilicon. These new regulations restrict the sale to Huawei and the designated Huawei entities of certain non-U.S. made items, such as semiconductor devices, manufactured for or sold to Huawei entities including HiSilicon under specific, detailed conditions set forth in the new regulations. These new regulations have impacted our sales to Huawei, HiSilicon and their suppliers. We are taking appropriate actions, including filing license applications and obtaining licenses



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from the U.S. Department of Commerce. However, we do not expect these actions will mitigate the impact of the regulations on our sales to Huawei, HiSilicon and other suppliers. As a result, the regulations will continue to have an adverse impact on our business and financial results. It is uncertain the extent these new regulations and any additional regulations that may be implemented by the U.S. Department of Commerce or other government agency may have on our business with other customers or potential customers. Also, our controls related to Entity List compliance could be circumvented, exposing us to legal liabilities.

On April 28, 2020, the U.S. Department of Commerce published new export control regulations for certain U.S. products and technology sold to military end users or for military end-use in China, Russia and Venezuela. The definition of military end user is broad. The regulations went into effect on June 29, 2020. In December 2020, the U.S. Department of Commerce issued a list of companies in China and other countries that it considered to be military end users. Compliance with the new export controls has impacted our ability to sell products to certain customers in China. In addition, while we maintain an export compliance program, our compliance controls could be circumvented, exposing us to legal liabilities. We will continue to assess the impact of these export controls on our business and operations and take appropriate actions, including filing for licenses with the U.S. Department of Commerce, to minimize any disruption. However, we cannot be certain that the actions we take will mitigate all the risks associated with the export controls that may impact our business.

On October 7, 2022, the U.S. Department of Commerce published new regulations restricting the export to China of advanced semiconductors, supercomputer technology, equipment for the manufacturing of advanced semiconductors and components and technology for the manufacturing in China of certain semiconductor manufacturing equipment. The new restrictions are lengthy and complex. We continue to assess the impact of these regulations on our business. We have determined that restrictions on the sale of semiconductor testers in China to test certain advanced semiconductors will impact restrictions impacted our sales to certain companies in China Several multinational companies manufacturing these advanced semiconductors in China have obtained one-year licenses allowing suppliers such as Teradyne to continue to provide testers to the facilities operated by these companies. We expect that other companies manufacturing advanced semiconductors in China. will not receive licenses, thereby restricting our ability to provide testers to the facilities operated by these companies that do not receive a license. We also are filing license requests to sell to and support certain customers in China for certain end uses that, if granted, may reduce and our manufacturing and development operations in China. We mitigated the impact of these restrictions on our business At this time, we do not know the impact these end user and end use restrictions will have On our business in China or on future revenues. In addition to the specific restrictions impacting our business. the regulations may by obtaining licenses from the U.S. Department of Commerce. On October 17, 2023, the U.S. Department of Commerce released new rules updating the export controls issued on October 7, 2022. The new rules, which took effect on November 17, 2023, significantly limit the impact of the October 7, 2022 restrictions on our business. However, the regulations may continue to have an adverse impact on certain actual or potential customers and on the global semiconductor industry. To the extent the regulations impact actual and potential customers or disrupt the global semiconductor industry, our business and revenues will be adversely impacted.We also have determined that the restrictions on the export of certain US origin components and technology for use in the development and production in China of certain semiconductor manufacturing equipment impact our manufacturing and development operations in China. We have received a temporary authorization from the U.S. Department of Commerce allowing us to continue our manufacturing and development operations in China until the U.S. Department of Commerce issues a license to replace this temporary authorization. We cannot assess the likelihood or timing of receiving this license. In addition to requesting a license, we are implementing procedures for minimizing the impact of these new regulations on our operations in China, but there is no assurance that these procedures will succeed.

In response to the regulations issued by the U.S. Department of Commerce, the Chinese government has passed new laws, including blocking legislation, which may impact our business activities in China. The Company is assessing the potential impact of these new Chinese laws and monitoring relevant laws and regulations issued by the Chinese government. The impact of these new Chinese laws on our business activities in China remains uncertain at this time.

We may be subject to product recalls and warranty and product liability claims.

We invest significant resources in the design, manufacturing and testing of our products. However, from time to time, we discover design or manufacturing defects in our products after they have been shipped and, as a



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result, we have incurred development and remediation costs and settled warranty and product liability claims. In addition, when our products contain defects or have reliability, quality or safety issues, we have conducted a product recall which resulted in significant repair or replacement costs and substantial delays in product shipments and may damage our reputation which could make it more difficult to sell our products. We could continue to have warranty and product liability claims or product recalls in the future. Any of these results could have a material adverse effect on our business, results of operations or financial condition.

We may incur significant costs of complying with present and future environmental regulations and may incur significant liabilities if we fail to comply with such environmental regulations.

We are subject to both domestic and international environmental regulations and statutory strict liability relating to the use, storage, discharge, site cleanup and disposal of hazardous chemicals used in our manufacturing processes. In addition, future regulations in response to global climate change may affect us, our suppliers, and our customers. Such regulations could cause us to incur additional direct costs for compliance, as well as increased indirect costs resulting from our customers, suppliers, or both incurring additional compliance costs that are passed on to us. Future climate change regulations could result in decreased demand for

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our products. If we fail to comply with present and future regulations, or are required to perform site remediation, we could be subject to future liabilities or cost, including penalties or the suspension of production. Present and future regulations may also:

| | •| |
restrict our ability to expand facilities;|
| | •| |
restrict our ability to ship certain products;|
| | •| |
require us to modify our operations logistics;|
| | •| |
require us to acquire costly equipment; or|
| | •| |
require us to incur other significant costs and expenses.|

Pursuant to present regulations and agreements, we are conducting groundwater and subsurface assessment and monitoring and are implementing remediation and corrective action plans for facilities located in Massachusetts and New Hampshire which are no longer conducting manufacturing operations. As of December 31, 2023, we have not incurred material costs as a result of the monitoring and remediation steps taken at the Massachusetts and New Hampshire sites.

The directive on the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment (the "RoHS Directive") and the directive on Waste Electrical and Electronic Equipment (the "WEEE Directive") altered the form and manner in which electronic equipment is imported, sold and handled in the European Union. Other jurisdictions, such as China, have followed the European Union's lead in enacting legislation with respect to hazardous substances and waste removal. Ensuring compliance with the RoHS Directive, the WEEE Directive and similar legislation in other jurisdictions, and integrating compliance activities with our suppliers and customers could result in additional costs and disruption to operations and logistics and thus, could have a negative impact on our business, operations or financial condition.

We currently are, and in the future may be, subject to litigation or regulatory proceedings that could have an adverse effect on our business.

From time to time, we may be subject to litigation or other administrative, regulatory or governmental proceedings, including tax audits and resulting claims that could require significant management time and resources and cause us to incur expenses and, in the event of an adverse decision, pay damages or incur costs in an amount that could have a material adverse effect on our financial position or results of operations.

We may face risks associated with shareholder activism.

We may become subject to campaigns by shareholders advocating corporate actions such as financial restructuring, increased borrowing, special dividends, stock repurchases or divestitures. Such activities could



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interfere with our ability to execute our business plans, be costly and time-consuming, disrupt our operations, divert the attention of management, or result in our initiating borrowing or increasing our share repurchase plan or dividend, any of which could have an adverse effect on our business or stock price.

Provisions of our charter and by-laws and Massachusetts law may make a takeover of Teradyne more difficult.

There are provisions in our basic corporate documents and under Massachusetts law that could discourage, delay or prevent a change in control, even if a change in control may be regarded as beneficial to some or all of our stockholders.

| Item 1B: | Unresolved Staff Comments|

None.

Item 1C: Cybersecurity

We believe cybersecurity is critical to supporting our vision and enabling our strategy. As a producer of leading-edge electronic testing products and maker of advanced robotics, we face a multitude of cybersecurity threats that range from attacks common to most industries, such as ransomware and denial-of-service, to attacks from more advanced, persistent, and highly organized adversaries, including nation state actors, that may target us for our role in critical infrastructure sectors. Our customers, suppliers, and partners face similar cybersecurity threats and, while we have not been materially affected to date, a cybersecurity incident impacting us or any of these entities could materially adversely affect our operations, performance, and results of operations. These cybersecurity threats and related risks make it imperative that we maintain a strong focus on cybersecurity.

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Governance

The Board of Directors oversees management's processes for identifying and mitigating risks, including cybersecurity risks, to help align our risk exposure with our strategic objectives. Senior leadership, including our Chief Information Security Officer ("CISO"), regularly brief the Audit Committee of the Board of Directors on our cybersecurity and information security posture.

The corporate information security organization, under the CISO, has implemented a governance structure and processes to assess, identify, manage, and report cybersecurity risks. The CISO chairs management's Cybersecurity Steering Committee, in which current cyber threats, program performance, and ongoing risk mitigations are regularly reviewed. Cybersecurity related risks are also integrated into our overall enterprise risk management ("ERM") process. These risks are included in the risk universe that the ERM function evaluates to assess top enterprise risks on an annual basis and is reviewed and evaluated by the Board of Directors. The Board of Directors is also apprised of cybersecurity issues or incidents deemed to have a moderate or higher business impact as they arise, even if considered immaterial.

In the event of a significant incident, we intend to follow our detailed incident response playbooks, which outline the steps to be followed from incident detection through mitigation, recovery and notification, including escalation to functional areas (e.g., legal), and escalation to senior leadership via the Cybersecurity Steering Committee. Upon escalation, the Cybersecurity Steering Committee will review all inputs, assess the materiality of the incident, and then brief the Board of Directors on the determination and on how management intends to respond.

Risk management and strategy

Our global information security organization, led by our CISO, is responsible for our overall information security strategy, policy, security engineering, operations, and cyber threat detection and response. Our CISO is an experienced cybersecurity senior executive with more than 25 years of experience building and leading cybersecurity, risk management and information technology teams. The information security organization manages and continually enhances a robust enterprise security structure with the goal of preventing cybersecurity incidents to the extent feasible, while simultaneously increasing system resilience and deploying highly proficient detection and response capabilities in an effort to minimize the business impact should an incident occur.

Central to this organization is our global cyber operations team, which is responsible for the protection, detection, and response capabilities used in the defense of critical data and enterprise computing services. We also have a corporate-wide insider threat detection program to proactively identify external and internal threats and mitigate those threats in a timely manner. Our broader Teradyne employee community also has a key role in our cybersecurity defenses and is immersed in a comprehensive training and awareness curriculum to build and promote a corporate culture supportive of security.

Third parties also play a role in our cybersecurity. We engage third-party services to provide 24x7x365 monitoring, escalation, and response to cyber events. In addition to consulting on best practices, we leverage third parties for independent evaluations of our security controls through penetration testing and independent audits. These evaluations include testing both the design and operational effectiveness of security controls. We also share and receive threat intelligence with our industry peers, cybersecurity associations, and our cyber controls vendors.

We rely on contract manufacturing organizations and distributors to deliver our products to our customers, and a cybersecurity incident at one of these organizations or a key supplier could materially adversely impact us. We assess third party and supply chain cybersecurity controls through risk monitoring services tailored to align with our risk policy. Notwithstanding the extensive approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us, either directly within our managed environment or indirectly via a third-party partner or supply chain vendor. Periodically we have a recognized independent security expert firm to assess our cyber security maturity along with risks and provide feedback on where we should continue to improve to mitigate exposures. We share this review with our Board and develop a security roadmap which incorporates this feedback.

Additionally, for our business that supports the defense and aerospace sector, we must comply with extensive regulations, including requirements imposed by the Defense Federal Acquisition Regulation Supplement ("DFARS") related to adequately safeguarding controlled unclassified information ("CUI") and reporting cybersecurity incidents to the DoD. We have implemented cybersecurity policies and frameworks based on industry and governmental standards to align closely with DoD requirements, instructions, and guidance. Moreover, we are pursuing the necessary controls to support the Cybersecurity Maturity Model Certification ("CMMC") program, DoD's program to ensure members of the defense industrial base meet cybersecurity requirements for handling CUI and federal contract information. We believe we are well positioned to meet the requirements of the CMMC and are preparing for certification once the requirements are effective.

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Item 2: | Properties|

We conduct manufacturing, engineering, sales and marketing, service, corporate administration and other operations in various leased and owned facilities throughout the world. We own approximately 720,000 square feet of office space and lease approximately 1,500,000 square feet of office space. Our corporate headquarters is in North Reading, Massachusetts, in buildings that we own consisting of approximately 422,000 square feet. We believe our existing facilities and planned expansions noted below are adequate to meet our current and reasonably foreseeable requirements. We regularly evaluate our expected facility needs and periodically make adjustments based on these evaluations. In 2019, we purchased land in Denmark, approximately 200,000 square feet, to construct a new building for our Robotics operations. The new building construction is expected to be completed by the first half of 2024.

| Item 3: | Legal Proceedings|

We are subject to legal proceedings, claims and investigations that arise in the ordinary course of business such as, but not limited to, patent, employment, commercial and environmental matters. We believe that we have meritorious defenses against all pending claims and intend to vigorously contest them. While it is not possible to predict or determine the outcomes of any pending claims or to provide possible ranges of losses that may arise, we believe the potential losses associated with all these actions are unlikely to have a material adverse effect on our results of operations, financial condition or cash flows.

| Item 4: | Mine Safety Disclosure|

Not Applicable.

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PART II

| Item 5: | Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities|

Our common stock is traded on the Nasdaq Global Select Market under the trading symbol "TER." As of February 22, 2024, there were approximately 1,148 holders of record of shares of our common stock.

See "Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations," for information on the frequency and amounts of our quarterly cash dividends, equity compensation plans and performance graph.

The following table includes information with respect to repurchases we made of our common stock during the three months ended December 31, 2023 (in thousands except per share price):



| | | | | | | | | | | | | | | | | | | |
| Period | | (a) Total | | | | (b) Average | | | | (c) Total Number of | | | (d) Maximum Number | |
| | | Number of | | | | Price Paid per | | | Number of | | | Number | |
| | | Shares | | | Share (or Unit) | | | Shares (or Units) | | | (or Approximate Dollar | |
| | | (or Units) | | | | | | Purchased as | | | Dollar Value) of | |
| | | Shares | | | | Share (or Unit) | | | | Purchased as Part of | | | Value) of Shares (or | |
| | | Purchased | | | | | | Part of Publicly | | | Shares (or Units) | |
| | | | | | Publicly Announced | | | Units) that may Yet Be | |
| | | | | | | | | Plans | | | Purchased | |
| | | | | | Plans or Programs | | | Purchased Under the | |
| | | | | | | | | | | | | | Plans or Programs | |
| October 3, 2022 - October 30, 2022 | | | 30 | | | $ | 69.41 | | | | 30 | | | $ | 647,918,955 | |
| October 2, 2023 - October 29, 2023 | | | 363 | | | | $ | 97.65 | | | | | 362 | | | $ | 1,615,390 | |
| October 31, 2022 - November 27, 2022 | | | 1 | | | | 82.03 | October 30, 2023 - November 26, 2023 | | | 185 | | | | | 85.97 | | | | | 185 | | | | 1,599,497 | |
| November 27, 2023 - December 31, 2023 | | | 1 | | | | 92.64 | | | | - | | | | 647,918,955 | |
| | | 93.70 | | | | | - | | | | 1,599,497 | |
| | | | 549 | | (1) | | $ | 93.70 |
| || | | | | | | | |
| | | | 32 | (1) | | $ | 70.14 | (1) | | | 547 | | | | |



| | | | | | | | | | | | | | | | | |
(1)
| (1) | Includes approximately two thousand shares at an average price of $94.13 withheld from employees for the payment of taxes.|
| (2)| In January 2021, the Board of Directors authorized the repurchase of up to $2.0 billion of Common stock. (2)
As of January 1, 2023, share repurchases net of share issuances are subject to a 1% excise tax under the Inflation Reduction Act. Excise tax incurred is included as part of the cost basis of shares repurchased in the Condensed Consolidated Statements of Convertible Common Shares and Stockholders' Equity.

(3)
In January 2023, the Board of Directors cancelled the 2021 repurchase program and approved a new $2.0 billion of common stock. Unless terminated by resolution of our Board of Directors, the repurchase program will expire when we have repurchased all shares authorized for repurchase under the share repurchase program.|

We satisfy U.S. federal and state minimum withholding tax obligations due upon the vesting and the conversion of restricted stock units into shares of our common stock, by automatically withholding from the shares being issued, a number of shares with an aggregate fair market value on the date of such vesting and conversion that would satisfy the minimum withholding amount due.

| Item 6: | (Reserved)|



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Item 7: | Management's Discussion and Analysis of Financial Condition and Results of Operations|

Overview

We are a leading global supplier of automated test equipment and robotics products. We design, develop, manufacture and sell automated test systems and robotics products. Our automated test systems are used to test semiconductors, wireless products, data storage and complex electronics systems in many industries including consumer electronics, wireless, automotive, industrial, computing, communications, and aerospace and defense industries. Our Robotics products include collaborative robotic arms and autonomous mobile robots ("AMRs") used by global manufacturing, logistics and industrial customers to improve quality, increase manufacturing and



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material handling efficiency and decrease manufacturing and logistics costs. Our automated test equipment and robotics products and services include:

| | •| |
semiconductor test ("Semiconductor Test") systems;|
| | •| |
storage and system level test ("Storage Test") systems, defense/aerospace ("Defense/Aerospace") test instrumentation and systems and circuit-board test and inspection ("Production Board Test") systems (collectively these products represent "System Test");|
| | •| |
wireless test ("Wireless Test") systems; and|
| | •| |
robotics ("Robotics") products.|

The market for our test products is concentrated with a limited number of significant customers accounting for a substantial portion of the purchases of test equipment. A few customers drive significant demand for our products both through direct sales and sales to the customer's supply partners. We expect that sales of our test products will continue to be concentrated with a limited number of significant customers for the foreseeable future.

In 2022, the demand in the mobility and compute segments of our Semiconductor Test business was lower due to end market slowdown in these segments as well as a slower technology transition in one of our largest end-markets. While In 2023, the demand in our Semiconductor Test business continued to be impacted by a correction cycle driven by excess semiconductor inventory, primarily in the mobility segment of the market. The depth of this slowdown and the timing of the recovery are uncertain, however, strong automotive and image sensor demand partially offset these declines. The growth of DDR5 and High Bandwidth Memory ("HBM") devices for data center applications continued to drive demand for our products in the memory market in 2023. Over the midterm, we expect the ramp of 3 nanometer process technology starting in 2023 followed by and gate-all-around process technology, increasing multichip packaging, additional device complexity and unit growth will drive additional demand for Semiconductor Test.

Our Robotics segment consists of Universal Robots A/S ("UR"), a leading supplier of collaborative robotic arms, and Mobile Industrial Robots A/S ("MiR"), a leading maker of AMRs for industrial automation. In September 2022, we merged MiR and AutoGuide, LLC ("AutoGuide"), a maker of high payload AMRs, to become a single supplier of AMRs. The market for our Robotics segment products is dependent on the adoption of new automation technologies by large manufacturers as well as small and medium enterprises ("SMEs") throughout the world. We expect Robotics sales channel expansion combined with new products to drive the growth in 2023.Demand in the fourth quarter of 2023 increased, tied to introduction of new products and seasonally high demand in Robotics after market softness and the impact of our channel transformation resulted in a weaker than forecasted first half of 2023.

On November 7, 2023, Teradyne and Technoprobe S.p.A, ("Technoprobe"), a leader in the design and production of probe cards, announced establishment of a strategic partnership that will seek to accelerate growth for both companies and enable higher performance semiconductor test interfaces for customers worldwide. As part of the partnership, Teradyne will make an investment of 481.0 million Euros in exchange for a 10% equity investment in Technoprobe and Technoprobe will acquire 100% of Teradyne's Device Interface Solutions ("DIS") business in exchange for $85.0 million. The transaction is expected to close during the first half of 2024.

In 2023, inflation had minimal effect on our results. While both our test and robotics businesses may continue to be influenced by supply constraints, which could impact our revenue and costs, in 2023. In 2022, inflation had minimal effect on our results in 2022, we were unable to supply approximately $20 million of revenue in our test businesses for which we had customer demand.We do not anticipate that supply chain constraints will have a material impact on our financial results in 2024.

Our financial statements are denominated in U.S. dollars. While the majority of our revenues are in U.S. dollars, approximately 70 percent of our Robotics revenue is denominated in foreign currencies. There was no material impact to our 2023 results due to changes in foreign exchange rates, however, in 2022, the strengthening of the U.S. dollar was a factor in lower than forecasted revenues in our Robotics segment. Continued strengthening of the U.S. dollar would adversely affect Robotics revenue growth in 2024.

Our corporate strategy continues to focus on profitably gaining market share in our test businesses through the introduction of differentiated products that target expanding segments and accelerating growth through continued investment in our Robotics businesses. We plan to continue investing in our growth while balancing capital allocations between returning capital to our shareholders through stock repurchases and dividends and using capital for acquisitions.

Impact of the COVID-19 Pandemic on our Business

During the novel coronavirus (COVID-19) pandemic, government authorities implemented numerous measures in an effort to contain the spread of the virus, such as travel bans and restrictions, limitations on



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gatherings or social distancing requirements, quarantines, shelter-in-place orders, vaccination and testing mandates, and business limitations and shutdowns. Additionally, we took proactive, aggressive action to protect the health and safety of our employees, customers, contract manufacturers and suppliers, and to comply with all government orders around the globe. The spread of COVID-19 caused us to modify our business practices, which included implementing social distancing protocols, limiting employee travel and requiring employees to work remotely. These measures impacted our day-to-day operations and disrupted our business, workforce and operations, as well as the operations of our customers, contract manufacturers and suppliers. Due to the COVID-19 pandemic, there has also been uncertainty and disruption in the global economy and our markets. We are not aware of any specific event or circumstance that would require an update to our estimates or judgments or a revision of the carrying value of our assets or liabilities as of February 22, 2023, the date of issuance of this Annual Report on Form 10-K.

We believe the COVID-19 pandemic, and the numerous measures implemented by authorities in response, adversely impacted our results of operations, including by increasing costs, but we cannot accurately estimate the amount of the impact to our 2022 and 2021 financial results or to our future financial results. In addition, the pandemic has disrupted our contract manufacturers and suppliers, and has resulted in some instances in short-term cost increases to meet customer demand. While a continuation of the pandemic may further impact our workforce and operations, as well as those of our customers, contract manufacturers and suppliers, we expect that our manufacturing facilities will remain operational, at sufficient capacity to support production demand. We are monitoring our operations closely in an effort to avoid any potential productivity loss caused by responses to the COVID-19 pandemic.

We experienced interruptions to our supply chain as a result of the COVID-19 pandemic. Our suppliers have faced and may continue to face difficulties maintaining operations in light of COVID-19 disruptions and government-ordered restrictions. Our supply chain team, and our suppliers, continue to manage numerous supply, production, and logistics obstacles caused by the pandemic. There is no assurance that these efforts will be successful. The COVID-19 pandemic may continue to disrupt our ability to obtain components required to manufacture our products, adversely affecting our operations and in some instances resulting in higher costs and delays, both for obtaining components and shipping finished goods to customers.

We will continue to monitor the COVID-19 pandemic. We may take further actions as may be required or recommended by government authorities or that we determine are in the best interests of our employees, customers, contract manufacturers and suppliers. In these circumstances, there may be developments outside our control requiring us to adjust our operating plan. As a result, given the uncertain nature of this situation, we are not able to accurately predict the full extent of the impact of COVID-19 on our business, financial condition, results of operations, liquidity, or cash flows in the future.

Supply Chain Constraints and Inflationary Pressures

The global supply shortage of electrical components, including semiconductor chips, continued to impact our supply chain in 2022. As a result, we experienced, and, expect to continue to experience impacted our supply chain in the first half of 2023. In the second half of 2023, we saw improvements related to supply constraints and, consequently, did not experience material increases in our lead times and costs for certain components. for certain of our products. In addition, in 2022, components. In addition, in the 2023, inflationary pressures contributed to increased costs for product components and wage inflation, which had a minimal impact on our cost of products, gross margin and profit for the year. Our supply chain team, and our suppliers, continue to manage numerous supply, production, and logistics obstacles. In an effort to mitigate these risks, in some cases, we have incurred higher costs due to investment in supply chain resiliency and to secure available inventory or have extended or placed non-cancellable purchase commitments with semiconductor suppliers, which introduces inventory risk if our forecasts and assumptions prove inaccurate. We have also sourced components from additional suppliers and multi-sourced and pre-ordered components and finished goods inventory in some cases in an effort to reduce the impact of the adverse supply chain conditions we have experienced. However, if we are unable to secure manufacturing capacities from our current or new suppliers and contract manufacturers, on
Though these mitigation efforts have not had a material impact on our financial results, our continuing efforts may not be successful. While our businesses could be impacted by supply constraints in the future, we do not anticipate supply chain constraints will have a material impact on our financial results in 2024.


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acceptable terms or at all, or successfully manage our purchase commitments and inventory for components, our ability to deliver our products to our customers in the desired quantities, at competitive prices or in a timely manner may be negatively impacted for 2023.

Impact of Russia's invasion of Ukraine on our Business

Russia's invasion of Ukraine, in February 2022, did not have a significant direct impact on our business as we have minimal business in Russia and Ukraine. However, following the invasion, the U.S. and other countries imposed significant sanctions against the Russian government and many Russian companies and individuals. Although we do not have significant operations in Russia, the sanctions and Russia's response to the sanctions, have impacted our Businessin other countries and


Impact of the Israel-Hamas conflict on our Business

The recent Israel-Hamas conflict could have a negative impact on our future revenue and supply chain, either of which could adversely affect our business and financial results. Our customers in Israel may experience delays in product releases due to impacts to their labor force and impacts on their suppliers because of the conflict, which could materially impact demand for our products. Similarly, our suppliers in Israel may experience delays in providing us with parts due to the conflict. In addition, the global economic uncertainty following the invasion, sanctions and Russia's response to the sanctions start of the conflict could impact demand for our products.

Impact of October 7, 2022 and October 17, 2023 U.S. Department of Commerce Regulations on our Business

On October 7, 2022, the U.S. Department of Commerce published new regulations restricting the export to China of advanced semiconductors, supercomputer technology, equipment for the manufacturing of advanced semiconductors and components and technology for the manufacturing in China of certain semiconductor manufacturing equipment. As previously disclosed, the restrictions impacted Teradyne's the new restrictions are lengthy and complex. We continue to assess the impact of these regulations on our business. We have determined that restrictions on the sale of semiconductor testers in China to test certain advanced semiconductors will impact our sales to certain companies in China Several multinational companies manufacturing these advanced semiconductors in China have obtained one-year licenses allowing suppliers such as Teradyne to continue to provide testers to the facilities operated by these companies. We expect that other companies manufacturing advanced semiconductors in China will not receive licenses, thereby restricting our ability to provide testers to the facilities operated by these companies that do not receive a license. We are also filing license requests to sell to and support certain customers in China. for certain end uses that, if granted, may reduce and Teradyne's manufacturing and development operations in China. Teradyne mitigated the impact of these restrictions on our business At this time, we do not know the impact these end user and end use restrictions will have on our business in China or on future revenues. In addition to the specific restrictions impacting our business. the regulations may 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 took 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.We also have determined that the restrictions on the export of certain U.S. origin components and technology for use in the development and production in China of certain semiconductor manufacturing equipment impact our manufacturing and development operations in China. We have received a temporary authorization from the U.S. Department of Commerce allowing us to continue our manufacturing and development operations in China until the U.S. Department of Commerce issues a license to replace this temporary authorization. We cannot assess the likelihood or timing of receiving this license. In addition to requesting a license, we are implementing procedures for minimizing the impact of these new regulations on our operations in China, but there is no assurance that these procedures will succeed.

See Part II-Item 1A, "Risk Factors," included herein for updates to our risk factors regarding risks associated with the COVID-19 pandemic, supply chain issues, and international conflicts, and legal and regulatory compliance.

Critical Accounting Policies and Estimates

We have identified the policies and estimates discussed below as critical to understanding our business and our results of operations and financial condition. The impact and any associated risks related to these estimates on our business operations is discussed throughout Management's Discussion and Analysis of Financial Condition and Results of Operations where such policies affect our reported and expected financial results. For a full description of our accounting policies related to the below items refer to Note B. Accounting Policies, included in the Notes to Consolidated Financial Statements in this Annual Report.

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Critical accounting estimates are complex and may require significant judgment by management. Changes to the underlying assumptions may have a material impact on our financial condition and results of operations. These estimates may change, as new events occur, and additional information is obtained. Actual results could differ significantly from these estimates under different assumptions or conditions.

Revenue Recognition

In accordance with ASC 606, "Revenue from Contracts with Customers" ("ASC 606"), we recognize revenues, when or as control is transferred to a customer. Our determination of revenue requires judgment in the determination of performance obligations and allocation of the transaction price to performance obligations. We often sell bundled orders that include both product and services or multiple different products within the same order. We evaluate each of the deliverables to determine if it meets the definition of a performance obligation, which requires that it is capable of being distinct and distinct within the context of the contract. This

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determination is based on an assessment of contractual rights of the contract and the ability of the performance obligation to perform on its own or with readily available resources. In bundled transactions we estimate the standalone selling price of each identified performance obligation and use that estimate to allocate the transaction price among said performance obligations. The estimated standalone selling price is determined using all information reasonably available to us, including standalone transactions, market information and other observable inputs.

Inventories

Inventories are stated at the lower of cost using a standard costing system which approximates cost based on a first-in, first-out basis or net realizable value. On a quarterly basis, we evaluate all inventories for net realizable value. This quarterly process identifies obsolete and excess inventory. Obsolete inventory, which represents items for which there is no demand, is fully reserved. Excess inventory, which represents inventory items that are not expected to be consumed within the forecasted demand window, is written down to estimated net realizable value. Forecasted demand information is obtained from the sales and marketing groups and incorporates factors such as backlog and future revenues. The demand forecast is based on assumptions around the product life and customer and market expectations.

Retirement and Postretirement Plans

We recognize net actuarial gains and losses and the change in the fair value of the plan assets in our operating results in the year in which they occur or upon any interim remeasurement of the plans. Discount rate and expected return on assets are two assumptions which are important elements of pension plan expense and asset/liability measurement. We evaluate our discount rate and expected rate of return on assets assumptions annually on a plan and country specific basis. We evaluate other assumptions related to demographic factors, such as retirement age, mortality and turnover periodically, and update them to reflect our experience and expectations for the future.

In developing the expected return on U.S. Qualified Pension Plan ("U.S. Plan") assets assumption, we evaluated input from our investment manager and pension consultants, including their forecast of asset class return expectations. We believe that 4.75% was an appropriate rate of return on assets to use for 2023. The December 31, 2023 asset allocation for our U.S. Plan was 94% invested in fixed income securities, 5% invested in equity securities, and 1% invested in other securities. Our investment manager regularly reviews the actual asset allocation and periodically rebalances the portfolio to ensure alignment with our target allocations.

The discount rate that we utilized for determining future pension obligations for the U.S. Plan is based on the FTSE Pension Index adjusted for the U.S. Plan's expected cash flows and was 4.75% at December 31, 2023, down from 4.95% at December 31, 2022. We estimate that in 2024 we will recognize approximately $0.2 million of pension expense for the U.S. Plan. The U.S. Plan pension expense estimate for 2024 is based on a 4.95%



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4.75% discount rate and a 4.65% return on assets. Future pension expense or income will depend on future investment performance, changes in future discount rates and various other factors related to the employee population participating in our pension plans.

Goodwill, Intangible and Long-Lived Assets

We assess goodwill for impairment at least annually in the fourth quarter, as of December 31, on a reporting unit basis, or more frequently, when events and circumstances occur indicating that the recorded goodwill may be impaired. We review intangible and long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Goodwill impairment will be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. Impairment of intangible and long-lived assets would result in the asset being written down to its estimated fair value. The calculated fair value of a reporting unit or intangible or long-lived asset is dependent upon discounted cash flow ("DCF") models, discount rates, and market multiples. DCF models rely on our forecasted mid-term plans which are subjective based on customer or market conditions and can change materially. We utilize third party specialists when determining discount rates and selected market multiples. A change in any of these key assumptions could result in a reporting unit, intangible asset, or long-lived asset being impaired in a future period.

Convertible Debt

We adopted Accounting Standards Update ("ASU") ASU 2020-06 - "Debt-Debt with Conversion and Other Options and Derivatives and Hedging-Contracts in Entity's Own Equity," on January 1, 2022 using the modified retrospective method of adoption. As a result of adoption, we recorded an increase of $1.4 million to current debt for unsettled shares, an increase of $1.8 million to deferred tax assets, an increase of $6.6 million to long-term debt for unamortized debt discount, and an increase to retained earnings of $94.6 million for the reclassification of the equity component. Mezzanine equity representing unsettled shares value was reduced to zero and additional paid-in capital was reduced by $100.8 million. In accordance with ASU 2020-06, we account for a

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convertible debt instrument as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. Unsettled shares are recorded in current debt, and there is no recognition of a debt discount, which was previously amortized to interest expense. Settled shares reduce the outstanding debt balance in an amount equal to the cash paid, but do not result in any gain or loss on extinguishment. We use the if-converted method in the diluted EPS calculation for convertible instruments.

Income Taxes

Deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The measurement of deferred tax assets is reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized. Evaluating the positive and negative evidence regarding the realization of the net deferred tax assets in accordance with ASC 740, "Accounting for Income Taxes" is a key judgment in the valuation of income taxes. This assessment included the evaluation of scheduled reversals of deferred tax liabilities, estimates of projected future taxable income and tax-planning strategies. Although realization is not assured, based on our assessment, we concluded that it is more likely than not that such assets, net of the existing valuation allowance, will be realized.

Results of Operations

Information pertaining to fiscal year 2021 results of operations, including a year-to-year comparison against fiscal year 2022, was included in our Annual Report on Form 10-K for the year ended December 31, 2022 under Part II, Item 7, "Management's Discussion and Analysis of Financial Position and Results of Operations," which was filed with the SEC on February 22, 2023. This information is incorporated by reference herein.

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The following table sets forth the percentage of total net revenues included in our consolidated statements of operations:



| | | | | | | | | |
| | | Years Ended December 31, | |
| | | 2023 | | | 2022 | |
| Percentage of revenues: | | | | | | | | |
| Revenues: | | | | | | || |
| Products | | | 78.3 | % | | | 82.1 | % |
| Services | | | 17.9 | | | | 13.7 | |
| Services | | | 21.7 | | | | 17.9 | |
| | | | | | | | | |
| Total revenues | | | 100.0 | | | | 100.0 | |
| Cost of revenues: | | | | | | |
| Cost of products | | | 33.0 | | | | 33.0 | |
| Cost of services | | | 9.6 | | | | 5.3 | |
7.8 | |
| Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below) | | | 40.8 | | | | 40.4 | | | | | 42.6 | | | | 40.8 | |
|    assets amortization shown separately below) | | | | | | | | |
| Gross profit | | | 57.4 | | | | 59.2 | |
| Operating expenses: | | | | | | |
| Selling and administrative | | | 21.6 | | | | 17.7 | |
| Engineering and development | | | 15.6 | | | | 14.0 | |
| Acquired intangible assets amortization | | | 0.7 | | | | 0.6 | |
| Restructuring and other | | | 0.8 | | | | 0.3 | |
0.5 | |
| Total operating expenses | | | 38.7 | | | | 32.8 | |
| | | | | | | | | |
| Income from operations | | | 18.7 | | | | 26.4 | |
| Non-operating (income) expenses: | | | | | | | | |
| Interest income | | | (1.0 | ) | | | (0.2 | ) |
| Interest expense | | | 0.1 | | | | 0.1 | |
| Other (income) expense, net | | | (0.2 | ) | | | 0.7 | |
- | | | | (0.2 | ) |
| Income before income taxes | | | 19.6 | | | | 26.6 | |
| Income tax provision | | | 2.9 | | | | 4.0 | |
| | | | | | | | | |
| Net income | | | 16.8 | % | | | 22.7 | % |



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Revenues

Revenues for our reportable segments were as follows:



| | | | | | | | | | | | | |
| | | 2022 | | | 2021 | | | 2021-2022 | |
| | | 2023 | | | 2022 | | | 2022-2023 | |
| | | | | | | | | Dollar | |
| | | | | | | | | Change | |
| | | (in millions) | |
| Semiconductor Test | | $ | 2,080.6 | | | $ | 2,642.3 | | | $ | (561.7 | ) |
| Semiconductor Test | | $ | 1,818.6 | | | $ | 2,080.6 | | | $ | (262.0 | ) |
| System Test | | | 469.3 | | | | 467.7 | | | | 1.6 | |
| Robotics | | | 375.2 | | | | 403.1 | | | | (27.9 | ) |
| Robotics | | | 403.1 | | | | 375.9 | | | | 27.2 | |
| System Test | | | 338.2 | | | | 469.3 | | | | (131.1 | ) |
| Wireless Test | | | 144.3 | | | | 201.7 | | | | (57.4 | ) |
| Corporate and Eliminations | | | 0.3 | | | | - | | | | 0.3 | |
| | | (0.3 | ) |
| | | $ | 3,155.0 | | | $ | 3,702.9 | | | $ | (547.9 | ) |
| | | $ | 2,676.3 | | | $ | 3,155.0 | | | $ | (478.7 | ) |



| | | | | | | | | | | | | |



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The decrease in Semiconductor Test revenues of $262.0 million, or 12.6%, was driven primarily by lower tester sales in mobile and high performance compute processor applications. partially offset by an increase in advance driver assistance systems ("ADAS") tester sales The increase in System Test revenues of $1.6 million, or 0.3%, was primarily due to higher sales in Defense/Aerospace and in Production Board Test, partially offset by a decline in Storage Test sales of system level testers. The rise in Robotics revenues of $27.2 million, or 7.2%, was driven primarily by higher demand for UR's collaborative robotic arms and MiR's autonomous mobile robots, partially offset by changes in foreign exchange rates. for compute and mobility applications. The decrease in Robotics revenues of $27.9 million, or 6.9%, was driven primarily by softening demand due to slowing global industrial activity and macro-economic headwinds and the impact of the transformation of Universal Robots' sales channel. The decrease in System Test revenues of $131.1 million, or 27.9%, was primarily due to lower sales in Storage Test of system level and hard disk drive testers. The decrease in Wireless Test revenues of $57.4 million, or 28.5%, was primarily due to a decrease in cellular test product sales partially offset by an increase in ultra-wide band test product sales.sales of connectivity test products.

Our reportable segments accounted for the following percentages of consolidated revenues:



| | | | | | | | | |
| | | 2023 | | | 2022 | |
| Semiconductor Test | | | 68 | % | | | 66 | % |
| Robotics | | | 14 | | | | 13 | |
| System Test | | | 13 | | | | 15 | |
| Wireless Test | | | 5 | | | | 6 | |
| | | | | | | | | |
| | | | 100 | % | | | 100 | % |



| | | | | | | | | |

Revenues by country as a percentage of total revenues were as follows (1):



| | | | | | | | | |
| | | 2023 | | | 2022 | |
| United States | | | 16 | % | | | 15 | % |
| Korea | | | 15 | | | | 17 | |
| Taiwan | | | 14 | | | | 20 | |
| China | | | 12 | | | | 16 | |
| Japan | | | 11 | | | | 5 | |
| Europe | | | 10 | | | | 9 | |
| Philippines | | | 7 | | | | 4 | |
| Singapore | | | 4 | | | | 3 | |
| Thailand | | | 3 | | | | 4 | |
| Malaysia | | | 3 | | | | 5 | |
| Rest of the World | | | 2 | | | | 1 | |
5 | | | | 2 | ||
| | | | 100 | % | | | 100 | % |



(1)
| (1) | Revenues attributable to a country are based on the location of the customer site.|

The breakout of product and service revenues was as follows:



| | | | | | | | | | | | | |
| | | 2022 | | | 2021 | | | 2021-2022 | |
| | | 2023 | | | 2022 | | | 2022-2023 | |
| | | | | | | | | Dollar | |
| | | | | | | | | Change | |
| | | (in millions) | |
| Product revenues | | $ | 2,591.6 | | | $ | 3,196.6 | | | $ | (605.0 | ) |
| Product revenues | | $ | 2,096.3 | | | $ | 2,591.6 | | | $ | (495.3 | ) |
| Service revenues | | | 563.5 | | | | 506.3 | | | | 57.2 | |
| Service revenues | | | 580.0 | | | | 563.5 | | | | 16.5 | |
| | | | | | | | | | | | | |
| | | $ | 3,155.0 | | | $ | 3,702.9 | | | $ | (547.9 | ) |
| | | $ | 2,676.3 | | | $ | 3,155.0 | | | $ | (478.8 | ) |



| | | | | | | | | | | | | |



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Our product revenues decreased $495.3 million, or 19.1%, primarily due to lower tester sales in Semiconductor Test for mobile and high performance compute processor applications, and a decrease in cellular test product sales in Wireless Test partially offset by the rise in Robotics revenues driven primarily by elevated demand for collaborative robotic arms and autonomous mobile robots. compute and mobility applications, a decrease in sales in Storage Test of system level and hard disk drive testers, and a decrease in Wireless Test sales of connectivity test products. Our service revenues increased $16.5 million, or 2.9%, primarily in Semiconductor Test and Storage Test.

In 2023, revenues from Texas Instruments Inc., a customer of our Semiconductor Test segment, accounted for 10% of our consolidated revenues. In 2021, revenues from Taiwan Semiconductor Manufacturing Company Ltd., a customer of our Semiconductor Test segment, accounted for 12% of our consolidated revenues. In 2023 and 2022, our five largest direct customers in aggregate accounted for 32% and 26% of our consolidated revenues, respectively. We estimate consolidated revenues driven by Qualcomm, a customer of our Semiconductor Test, System Test and Wireless Test segments, combining direct and indirect sales, accounted for approximately 11% of our consolidated revenues in 2022.and less than 10% in 2021. We estimate consolidated revenues driven by one OEM customer, of our Semiconductor Test and Wireless Test segments, combining direct sales to that customer with sales to the customer's OSATs, accounted for less than 10% of our consolidated revenues in 2022 and 19% of our consolidated revenues in 2021.

Gross Profit



| | | | | | | | | | | | | |
| | | 2022 | | | 2021 | | | 2021-2022 | |
| | | 2023 | | | 2022 | | | 2022-2023 | |
| | | | | | | | | Dollar / | |
| | | | | | | | | Point | |
| | | | | | | | | Change | |
| | | (in millions) | |
| Gross profit | | $ | 1,867.2 | | | $ | 2,206.7 | | | $ | (339.5 | ) |
| Gross profit | | $ | 1,536.7 | | | $ | 1,867.2 | | | $ | (330.5 | ) |
| Percent of total revenues | | | 57.4 | % | | | 59.2 | % | | | (1.8 | ) |



Gross profit as a percent of total revenues decreased by 1.8 points, primarily due to a lower volume, higher spending to strengthen our supply chain, and product mix. higher service costs partially offset by favorable product mix.and lower variable compensation.

The breakout of product and service gross profit was as follows:



| | | | | | | | | | | | | |
| | | 2022 | | | 2021 | | | 2021-2022 | |
| | | 2023 | | | 2022 | | | 2022-2023 | |
| | | | | | | | | Dollar / | |
| | | | | | | | | Point | |
| | | | | | | | | Change | |
| | | (in millions) | |
| Product gross profit | | $ | 1,549.0 | | | $ | 1,896.5 | | | $ | (347.5 | ) |
| Product gross profit | | $ | 1,213.4 | | | $ | 1,549.0 | | | $ | (335.6 | ) |
| Percent of product revenues | | | 57.9 | % | | | 59.8 | % | | | (1.9 | ) |
| Service gross profit | | $ | 323.4 | | | $ | 318.1 | | | $ | 5.3 | |
| Percent of service revenues | | | 55.7 | % | | | 56.5 | % | | | (0.8 | ) |



Product revenues gross profit percentage decreased 4.8% primarily due to lower margins in Semiconductor Test driven by an increase in headcount.by 1.9 points, primarily due to lower volume, higher spending to strengthen our supply chain, and product mix.

We assess the carrying value of our inventory on a quarterly basis by estimating future demand and comparing that demand against on-hand and on-order inventory positions. Forecasted revenues information is obtained from the sales and marketing groups and incorporates factors such as backlog and future revenues. This quarterly process identifies obsolete and excess inventory. Obsolete inventory, which represents items for which there is no demand, is fully reserved. Excess inventory, which represents inventory items that are not expected to be consumed within the forecasted demand window, is written down to estimated net realizable value.

During the year ended December 31, 2023, we recorded an inventory provision of $28.4 million included in cost of revenues, primarily due to downward revisions to previously forecasted demand levels for certain products. Of the $28.4 million of total excess and obsolete provisions, $22.5 million was related to Semiconductor Test, $2.3 million was related to Robotics, $1.9 million was related to System Test, and $1.7 million was related to Wireless Test.

During the year ended December 31, 2022, we recorded an inventory provision of $31.5 million included in cost of revenues, primarily due to downward revisions to previously forecasted demand levels for certain products. Of the $31.5 million of total excess and obsolete provisions, $21.5 million was related to Semiconductor Test, $4.6 million was related to Wireless Test, $3.7 million was related to Robotics, and $1.7 million was related to System Test.

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During the year ended December 31, 2021, we recorded an inventory provision of $15.5 million included in cost of revenues, primarily due to downward revisions to previously forecasted demand levels for certain products. Of the $15.5 million of total excess and obsolete provisions, $6.7 million was related to Semiconductor Test, $6.4 million was related to Robotics, $1.8 million was related to Wireless Test, and $0.6 million was related to System Test.

During the years ended December 31, 2023 and 2022, we scrapped $26.4 million and $8.8 2022, and 2021, we scrapped $8.8 million and $10.9 million of inventory, respectively, and sold $5.2 million and $1.8 million of previously written-down or written-off inventory, respectively. As of December 31, 2023, we had inventory related reserves for amounts which had been written-down or written-off totaling $136.0 million. We have no pre-determined timeline to scrap the remaining inventory.

Selling and Administrative

Selling and administrative expenses were as follows:



| | | | | | | | | | | | | |
| | | 2022 | | | 2021 | | | 2021-2022 | |
| | | 2023 | | | 2022 | | | 2022-2023 | |
| | | | | | | | | Change | |
| | | (in millions) | |
| Selling and administrative | | $ | 577.3 | | | $ | 558.1 | | | $ | 19.2 | |
| Percent of total revenues | | | 21.6 | % | | | 17.7 | % | | | | |



The increase of $19.2 million in selling and administrative expenses was primarily driven by increase in headcount and greater spending in Robotics partially offset by lower variable compensation.due to the charge of $5.9 million related to the modification of Teradyne's chief executive officer's outstanding equity awards in connection with his retirement and higher sales and marketing spending in Robotics and Semiconductor Test.

Engineering and Development

Engineering and development expenses were as follows:



| | | | | | | | | | | | | |
| | | 2022 | | | 2021 | | | 2021-2022 | |
| | | 2023 | | | 2022 | | | 2022-2023 | |
| | | | | | | | | Change | |
| | | (in millions) | |
| Engineering and development | | $ | 440.6 | | | $ | 427.6 | | | $ | 13.0 | |418.1 | | | $ | 440.6 | | | $ | (22.5 | ) |
| Percent of total revenues | | | 15.6 | % | | | 14.0 | % | | | | |



The decrease of $22.5 million in engineering and development expenses was primarily driven by increase in headcount and greater spending in Robotics and due to lower variable compensation and lower spending in Semiconductor Test, partially offset by higher spending in Robotics.

Restructuring and Other

During the year ended December 31, 2022, we recorded a charge of $14.7 million related to the arbitration claim filed against Teradyne and AutoGuide related to an earn-out dispute, which was settled on March 25, 2022 for $26.7 million $2.9 million of severance charges primarily in Robotics, 2023, we recorded $14.7 million of severance charges related to headcount reductions of 215 people primarily in Semiconductor Test and Robotics, which included charges related to a voluntary early retirement program for employees meeting certain conditions, $3.1 million of acquisition and divestiture expenses related to the Technoprobe transaction, a $1.5 million contract termination charge, and a charge of $1.1 million for an increase in environmental and legal liabilities, partially offset by a $3.4 million gain on sale of an asset.liability.

During the year ended December 31, 2022, we recorded a charge of $14.7 million related to the arbitration claim filed against Teradyne and AutoGuide related to an earn-out dispute which was settled on March 25, 2022 for $26.7 million, $2.9 million of severance charges primarily in Robotics, $0.5 million of acquisition related compensation and expenses and $2.5 and a charge of $2.7 million for an increase in environmental and legal liabilities, partially offset by a $3.4 million gain on sale of an asset. offset by a $7.2 million gain for the decrease in the fair value of the AutoGuide contingent consideration liability.



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Interest and Other



| | | | | | | | | | | | | |
| | | 2022 | | | 2021 | | | 2021-2022 | |
| | | 2023 | | | 2022 | | | 2022-2023 | |
| | | | | | | | | Change | |
| | | (in millions) | |
| Interest income | | $ | (27.3 | ) | | $ | (6.4 | ) | | $ | (20.9 | ) |
| Interest expense | | | 3.8 | | | | 3.7 | | | | 0.1 | |
| Other (income) expense, net | | | (5.8 | ) | | | 24.6 | | | | (30.4 | ) |(1.0 | ) | | | (5.8 | ) | | | 4.8 | |



Interest income increased by $20.9 million due to higher interest rates Interest expense decreased $14.1 million primarily due to the January 1, 2022 adoption of ASU 2020-06 which eliminated the amortization of the debt discount which was $10.3 million in 2021. in 2023. Other (income) expense, net decreased by $4.8 million primarily due to $28.8 million losses on convertible debt conversions recognized in 2021 and an increase in pension actuarial gains, from $2.2 million gain in 2021 to $25.6 million gain in 2022, partially offset by changes in the change in pension actuarial gains/losses, from a $25.6 million gain in 2022 to a $2.7 million loss in 2023, partially offset by the change in unrealized gains/losses on equity securities, from a $7.2 million gain in 2021 to a $9.0 million loss in 2022, and a $4 million increase in foreign exchange losses.$9.7 million loss in 2022 to a $7.2 million gain in 2023, and a $7.5 million unrealized gain on our call option purchased in connection with our agreement to acquire a 10% investment in Technoprobe S.p.A.

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Income (Loss) Before Income Taxes



| | | | | | | | | | | | | |
| | | 2022 | | | 2021 | | | 2021-2022 | |
| | | 2023 | | | 2022 | | | 2022-2023 | |
| | | | | | | | | Change | |
| | | (in millions) | |
| Semiconductor Test | | $ | 634.5 | | | $ | 977.0 | | | $ | (342.5 | ) |
| Semiconductor Test | | $ | 453.3 | | | $ | 634.5 | | | $ | (181.2 | ) |
| System Test | | | 166.9 | | | | 163.1 | | | | 3.8 | |
| System Test | | | 94.1 | | | | 166.9 | | | | (72.8 | ) |
| Wireless Test | | | 30.6 | | | | 66.8 | | | | (36.2 | ) |
| Robotics | | | (54.3 | ) | | | (16.2 | ) | | | (38.1 | ) |
| Corporate and Eliminations (1) | | | (11.6 | ) | | | (54.5 | ) | | | 42.9 | |1.9 | | | | (11.6 | ) | | | 13.5 | |
| | | | | | | | | | | | | |
| | | $ | 840.4 | | | $ | 1,161.0 | | | $ | (320.6 | ) |
| | | $ | 525.6 | | | $ | 840.4 | | | $ | (314.8 | ) |



(1)
| (1) | Included in Corporate and Eliminations are interest income, interest expense, net foreign exchange gains (losses), intercompany eliminations, employee severance, pension and postretirement plan actuarial gains (losses), legal and environmental fees, contingent consideration adjustments, acquisition related charges and compensation and loss on convertible debt conversions in 2021. | acquisition and divestiture related expenses, contract termination settlement charge, and an expense for the modification of Teradyne's former chief executive officer's outstanding equity awards.

The decrease in income before income taxes in Semiconductor Test was driven primarily by lower revenues in mobile and high performance compute processor applications. partially offset by lower variable compensation. The increase tester sales for compute and mobility applications. The decrease in income before income taxes in System Test was primarily due to higher sales in Defense/Aerospace and in Production Board Test, partially offset by a decline in Storage Test sales of system level lower sales in Storage Test of system level and hard disk drive testers. The decrease in income before income taxes in Wireless Test was driven primarily by lower sales in cellular test products partially offset by elevated sales in ultra-wide band a decrease in sales of connectivity test products. The decrease in income before income taxes in Robotics was driven primarily by an increase in headcount and greater spending, partially offset by higher revenue for collaborative robotic arms and autonomous mobile Robots The change softening demand due to slowing global industrial activity and macro-economic headwinds and the impact of the transformation of Universal Robots sales channel. The increase in income before income taxes in Corporate and Eliminations of $42.9 million was due primarily to $28.8 million of losses on convertible debt conversions recognized in 2021 and an increase of $23.4 million in pension actuarial gains in 2022.was primarily due to legal settlement charges in 2022 related to litigation for the earn-out dispute in connection with the AutoGuide acquisition, changes in unrealized gains/losses on equity securities and higher interest income.

Income Taxes

Income tax expense for 2022 and 2021, totaled $124.9 million and $146.4 Income tax expense for 2023 and 2022 totaled $76.8 million and $124.9 million, respectively. The effective tax rate for 2023 and 2022 was 14.6% and 14.9%, respectively.2022 and 2021 was 14.9%, and 12.6%, respectively.

The increase in the effective tax rate from 2021 to 2022 is primarily attributable to The decrease in the effective tax rate from 2022 to 2023 is primarily attributable to increases in benefit from tax credits and the U.S. foreign derived intangible income deduction. These decreases in expense were partially offset by a shift in the geographic distribution of income, which increased the income subject to taxation in higher tax rate jurisdictions relative to lower tax rate jurisdictions increases in expense from U.S. global low-taxed income and increases in expenseand a reduction in benefit from equity compensation.



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from non-deductible officer compensation.These increases in expense were partially offset by increases in benefits from the U.S. foreign derived intangible income deduction and tax credits.


We qualify for a tax holiday in Singapore by fulfilling the requirements of an agreement with the Singapore Economic Development Board under which certain headcount and spending requirements must be met. The tax savings attributable to the Singapore tax holiday for the years ended December 31, 2023 and 2022 were $1.4 million or $0.01 2022 and 2021 were $16.0 million or $0.09 per diluted share and $16.0 million or $0.09 per diluted share, respectively. In November 2020, we entered into an agreement with the Singapore Economic Development Board which extended our Singapore tax holiday under substantially similar terms to the agreement which expired on December 31, 2020. The new tax holiday is scheduled to expire on December 31, 2025.

Capital Resources and Material Cash Requirements

Our cash, cash equivalents and marketable securities balance decreased by $68.0 million in 2023 to $937.2 million. Cash decreased due to stock repurchases in the amount of $397.2 million, quarterly cash dividend payments in the amount of $67.9 million, and payments of convertible debt principal in the amount of $50.3 million, partially offset by cash generated by our global operations.

Operating activities during 2023 provided cash of $585.2 million. Changes in operating assets and liabilities used cash of $9.6 million. This was due to a $33.2 million decrease in operating assets and a $42.8 million decrease in operating liabilities.

The decrease in operating assets was due to a $140.7 million increase in prepayments and other assets due to prepayments to our contract manufacturers, an $80.8 million increase $71.0 million decrease in accounts receivable due to lower sales and a $5.3 million decrease in inventories, partially offset by a $50.6 million decrease in accounts receivable due to lower sales.$43.1 million increase in prepayments and other assets due to prepayments to our contract manufacturers.

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The decrease in operating liabilities was due to a $57.2 million decrease in deferred revenue and customer advance payments, a $26.9 million decrease in income taxes, a $21.2 million decrease in accrued employee compensation, and $5.5 million of retirement plan contributions, partially offset by a $45.0 million increase in accounts payable, and a $23.0 million increase in other accrued liabilities.accounts payable, a $9.3 million decrease in other accrued liabilities.a $6.2 million decrease in deferred revenue and customer advance payments, and $5.1 million of retirement plan contributions.

Investing activities during 2022 provided cash of $43.8 million, due to $268.1 million and $222.9 million in proceeds from sales and maturities of marketable securities, respectively, $3.4 million, due to sale of an asset, partially offset by $287.4 Investing activities during 2023 used cash of $179.6 million, due to $161.9 million used for purchases of marketable securities, $159.6 million used for purchases of property, plant and equipment, and $5.0 million used for issuance of convertible loan, partially offset by $85.0 million and $61.4 million in proceeds from maturities and sales of marketable securities, respectively, and $0.5 million in proceeds from the cancellation of Teradyne owned life insurance policies related to the cash surrender value.

Financing activities during 2023 used cash of $501.9 million, due to $397.2 million used for the repurchase of 3.9 million shares of common stock at an average price of $102.47 per share, $67.9 million used for dividend payments, $50.3 million used for the payments of convertible debt principal, and $20.8 million used for payments related to net settlement of employee stock compensation awards, partially offset by $34.3 million from the issuance of common stock under employee stock purchase and stock option plans.

Operating activities during 2022 provided cash of $577.9 million. Changes in operating assets and liabilities used cash of $272.6 million. This was due to a $170.9 million increase in operating assets and a $101.7 million decrease in operating liabilities.

The increase in operating assets was due to a $140.7 million increase in prepayments and other assets due to prepayments to our contract manufacturers, a $57.8 million increase in accounts receivable due to greater sales, and an $80.8 million increase in inventories, partially offset by a $50.6 million decrease in accounts receivable due to lower sales.

The decrease in operating liabilities was due to a $63.5 million increase in other accrued liabilities, a $35.1 million increase in accrued employee compensation, a $22.9 million increase in accounts payable, and a $9.9 million increase $40.3 million decrease in accrued employee compensation, a $29.8 million decrease in income taxes, a $10.8 million decrease in accounts payable, a $9.3 million decrease in other accrued liabilities, a $6.2 million decrease in deferred revenue and customer advance payments, partially offset by a $5.6 million decrease in income taxes, and $5.4  and $5.1 million of retirement plan contributions.

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Investing activities during 2022 provided cash of $120.4 million, due to $660.1 million and $266.5 million in proceeds from maturities and sales $43.8 million, due to $268.1 million and $222.9 million in proceeds from sales and maturities of marketable securities, respectively, $3.4 million due to sale of an asset, partially offset by $287.4 million used for purchases of marketable securities and $163.2 million used for purchases of property, plant and equipment.and $12.0 million used for an investment in MachineMetrics, Inc. ("MachineMetrics").

Financing activities during 2022 used cash of $893.0 million, due to $752.1 million used for the repurchase of 7.3 million shares of common stock at an average price of $103.69 per share, $69.7 million used for dividend payments, $66.8 million used for the payments of convertible debt principal, $66.0 million used for dividend payments, and $32.3  and $33.2 million used for payments related to net settlement of employee stock compensation awards, partially offset by $28.7 million from the issuance of common stock under employee stock purchase and stock option plans.

In January 2022, May 2022, August 2022 and November 2022, In January 2023, May 2023, August 2023 and November 2023, our Board of Directors declared a quarterly cash dividend of $0.11 per share. Total dividend payments in 2022 were $69.7 million.
2023 were $67.9 million. In January 2022, May 2022, August 2022 and November 2022,
In January 2021, May 2021, August 2021 and November 2021,
our Board of Directors declared a quarterly cash dividend of $0.11 per share. Total dividend payments in 2022 were $69.7 million.

In January 2023, our Board of Directors cancelled the 2021 repurchase program and approved a new repurchase program for up to $2.0 billion of common stock. In 2023, we repurchased 3.9 million shares of common stock for $397.2 million, which excludes related excise tax, at an average price of $102.47 per share. In 2022, we repurchased 7.3 million shares of common stock for $752.1 million at an average price of $103.69 per share against the 2021 repurchase program. The cumulative repurchases as of December 31, 2022, under the 2021 repurchase program, were 12.0 million shares of common stock for $1,352.1 million at an average price per share of $112.44.

In January 2023, our Board of Directors cancelled the 2021 repurchase program and approved a new repurchase program for up to $2.0 billion of common stock. we intend to repurchase up to $500.0 million.of common stock in 2023 subject to market conditions.

In 2024 we intend to repurchase up to $90.0 million.

While we declared a quarterly cash dividend and authorized a share repurchase program, we may reduce or eliminate the cash dividend or share repurchase program in the future. Future cash dividends and stock repurchases are subject to the discretion of our Board of Directors, which will consider, among other things, our earnings, capital requirements and financial condition.

On November 7, 2023, Teradyne announced a strategic partnership with Technoprobe S.p.A including Teradyne's agreement to acquire a 10% equity investment in Technoprobe for 481.0 million Euros. Teradyne will face a three year restriction on the transfer or disposition of the Technoprobe shares upon closing of the agreement, subject to certain early termination events.

On May 1, 2020, we entered into a credit agreement providing a three-year, senior secured revolving credit facility of $400 million. On December 10, 2021, the credit agreement was amended to extend the senior secured revolving credit facility to December 10, 2026. On October 5, 2022, the credit agreement was amended to increase the amount of the credit facility to $750.0 million from $400.0 million. As of February 22, 2023, we have not borrowed any funds under the credit facility.

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We expect operations to continue to be the primary source of cash to operate the business and meet material cash commitments, including any payments of convertible debt principal, our stock repurchase program, our quarterly dividends, our office lease obligations, contractual obligations related to inventory purchases and the construction of new facilities. We believe our cash, cash equivalents and marketable securities balance will be sufficient to pay our quarterly dividend and meet our working capital and expenditure needs for at least the next twelve months. Inflation has not had a significant long-term impact on earnings.At this time, the COVID-19 pandemic has not had an impact on our liquidity, but there is no assurance that continued impacts resulting from the pandemic will not have an adverse effect in the future.

At December 31, 2023, our future contractual obligations were related to debt, leases, retirement plan liabilities, deferred tax benefits, and purchase obligations. See Note J. "Debt", Note I. "Leases", Note P. "Retirement Plans", and Note S. "Income Taxes" of Notes to Consolidated Financial Statements in this Annual Report for information about those obligations, which Notes are incorporated by reference into this section. Our purchase obligations were approximately $414.4 million, with $379.1 million expected to be paid within twelve months.

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Retirement Plans

ASC 715-20, "Compensation-Retirement Benefits-Defined Benefit Plans," requires an employer with defined benefit plans or other postretirement benefit plans to recognize an asset or a liability on its balance sheet for the overfunded or underfunded status of the plans as defined by ASC 715-20. The pension asset or liability represents the difference between the fair value of the pension plans' assets and the projected benefit obligation as of December 31. For other postretirement benefit plans, the liability is the difference between the fair value of the plan's assets and the accumulated postretirement benefit obligation as of December 31.

For the year ended December 31, 2023, our pension expense, which includes the U.S. Qualified Pension Plan ("U.S. Plan"), certain qualified plans for non-U.S. subsidiaries, and a U.S. Supplemental Executive Defined Benefit Plan, was approximately $6.8 million. Pension expense is calculated based upon a number of actuarial assumptions. Discount rate and expected return on assets are two assumptions which are important elements of pension plan expense and asset/liability measurement. We evaluate our discount rate and expected rate of return on assets assumptions annually on a plan and country specific basis. We evaluate other assumptions related to demographic factors, such as retirement age, mortality and turnover periodically, and update them to reflect our experience and expectations for the future.

In developing the expected return on U.S. Plan assets assumption, we evaluated input from our investment manager and pension consultants, including their forecast of asset class return expectations. We believe that 4.75% was an appropriate rate of return on assets to use for 2023. The December 31, 2023 asset allocation for our U.S. Plan was 94% invested in fixed income securities, 5% invested in equity securities, and 1% invested in other securities. Our investment manager regularly reviews the actual asset allocation and periodically rebalances the portfolio to ensure alignment with our target allocations.

We recognize net actuarial gains and losses and the change in the fair value of plan assets in our operating results in the year in which they occur or upon any interim remeasurement of the plans. We calculate the expected return on plan assets using the fair value of the plan assets. Actuarial gains and losses are generally measured annually as of December 31 and, accordingly, recorded during the fourth quarter of each year or upon any interim remeasurement of the plans.

The discount rate that we utilized for determining future pension obligations for the U.S. Plan is based on the FTSE Pension Index adjusted for the U.S. Plan's expected cash flows and was 4.75% at December 31, 2023, down from 4.95% at December 31, 2022. We estimate that in 2024, we will recognize approximately $0.2 million of pension expense for the U.S. Plan. The U.S. Plan pension expense estimate for 2024 is based on a 4.75% discount rate and a 4.65% return on assets. Future pension expense or income will depend on future investment performance, changes in future discount rates and various other factors related to the employee population participating in our pension plans.

As of December 31, 2023, our pension plans had no unrecognized pension prior service cost.

The assets of the U.S. Plan consist substantially of fixed income securities. U.S. Plan assets have decreased from $149.6 million at December 31, 2021 to $111.8 increased from $111.8 million at December 31, 2022 to $112.6 million at December 31, 2023, while the U.S. Plan's liability decreased from $134.5 million at December 31, 2021 to $100.0 million at December 31, 2022. In 2022, the decrease in plan assets and plan liability was due to an increase in interest rates. In 2020, the accrued pension obligations for approximately 115 retiree participants were transferred to an insurance company and resulted in a $24.4 million reduction in the pension benefit obligation and pension assets. We recorded $2.2 million of pension actuarial loss and a settlement loss of $0.5 million related to the retiree group annuity transaction.increased from $100.0 million at December 31, 2022 to $101.1 million at December 31, 2023.

Our funding policy is to make contributions to our pension plans in accordance with local laws and to the extent that such contributions are tax deductible. During 2023, we made contributions of $3.1 million to the U.S. supplemental executive defined benefit pension plan, and $1.0 million to certain qualified plans for non-U.S.



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subsidiaries. In 2024, we expect to contribute approximately $3.1 million to the U.S. supplemental executive defined benefit pension plan. Contributions to be made in 2024 to certain qualified plans for non-U.S. subsidiaries are based on local statutory requirements and are estimated at approximately $1.4 million.

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Equity Compensation Plans

In addition to our 1996 Employee Stock Purchase Plan discussed in Note Q: "Stock-Based Compensation" in Notes to Consolidated Financial Statements, we have a 2006 Equity and Cash Compensation Incentive Plan (the "2006 Equity Plan") under which equity securities are authorized for issuance. The 2006 Equity Plan was initially approved by stockholders on May 25, 2006.

At our annual meeting of stockholders held May 21, 2013, our stockholders approved an amendment to the 2006 Equity Plan to increase the number of shares issuable thereunder by 10.0 million, for an aggregate of 32.0 million shares issuable thereunder, and our stockholders also approved an amendment to our 1996 Employee Stock Purchase Plan to increase the number of shares issuable thereunder by 5.0 million, for an aggregate of 30.4 million shares issuable thereunder. At our annual meeting of stockholders held May 12, 2015, our stockholders approved an amendment to the 2006 Equity Plan to extend its term until May 12, 2025. At our annual meeting of stockholders held May 7, 2021, our stockholders approved an amendment to our 1996 Employee Stock Purchase Plan to increase the number of shares issuable thereunder by 3.0 million, for an aggregate of 33.4 million shares issuable thereunder.

The following table presents information about these plans as of December 31, 2023 (share numbers in thousands):



| | | | | | | | | | | | | | | |
| Plan category | | Number of securities | | | | Weighted-average | | | Number of securities remaining | | |
| | | to be issued upon | | | | exercise price of | | | available for future issuance | | |
| | | exercise of | | | | outstanding options, | | | under equity compensation | | |
| | | outstanding options, | | | | warrants and rights | | | plans (excluding securities | | |
| | | warrants and rights | | | | | | | reflected in column one) | | |
| Equity plans approved by shareholders | | | 1,505 | (1) | | $ | 55.90 | | | | 8,954 | (2) |1,548 | | (1) | | $ | 94.85 | | | | 7,863 | | (2) |



| (1)| Includes 1,317,544 (1)
Includes 1,377,662
shares of restricted stock units that are not included in the calculation of the weighted average exercise price.|
| (2)|
Consists of 4,352,428 securities available for issuance under the 2006 Equity Plan and 3,510,784 of securities available for issuance under the Employee Stock Purchase Plan.|

The purpose of the 2006 Equity Plan is to motivate employees, officers and directors by providing equity ownership and compensation opportunities in Teradyne. The aggregate number of shares available under the 2006 Equity Plan as of December 31, 2023 was 4,352,428 shares of our common stock. The 2006 Equity Plan authorizes the grant of stock-based awards in the form of (1) non-qualified and incentive stock options, (2) stock appreciation rights, (3) restricted stock awards and restricted stock unit awards, (4) phantom stock, and (5) other stock-based awards. Awards may be tied to time-based vesting schedules and/or performance-based vesting measured by reference to performance criteria chosen by the Compensation Committee of the Board of Directors, which administers the 2006 Equity Plan. Awards may be made to any employee, officer, consultant and advisor of Teradyne and our subsidiaries, as well as to our directors. The maximum number of shares of stock-based awards that may be granted to one participant during any one fiscal year is 2,000,000 shares of common stock.

As of December 31, 2023, total unrecognized compensation expense related to non-vested restricted stock units and options was $73.7 million and is expected to be recognized over a weighted average period of 2.5 years.

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Performance Graph

The following graph compares the change in our cumulative total shareholder return in our common stock with (i) the Standard & Poor's 500 Index and (ii) the Morningstar Global Semiconductor Equipment & Materials GR USD Industry Group. The comparison assumes $100.00 was invested on December 31, 2018 in our common stock and in each of the foregoing indices and assumes reinvestment of dividends, if any. Historic stock price performance is not necessarily indicative of future price performance.







Recently Issued Accounting Pronouncements

For the year ended December 31, 2022, there were no recently issued Accounting pronouncements that had, or are expected to have a material impact to our consolidated financial statements.
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures", which will require us to disclose significant segment expenses and other segment items used by the Chief Operating Decision Maker ("CODM") on an annual and interim basis as well as provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. Additionally, we will be required to disclose the title and position of the CODM. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. This ASU will have no impact on our results of operations, cash flows or financial condition. Upon adoption, we will apply the amendments in this ASU retrospectively to all prior period disclosures presented in the financial statements.

In December 2023, FASB issued ASU 2023-09 -"Income Taxes (Topic 740): Improvements to Income Tax Disclosures", which requires expanded disclosures relating to the tax rate reconciliation, income taxes paid, income (loss) before income tax expense (benefit) and income tax expense (benefit), requiring a greater disaggregation of information for each. The provisions of ASU 2023-09 are effective for fiscal years beginning after December 15, 2024. The amendments in this update should be applied on a prospective basis, but retrospective application is permitted. We are currently evaluating the impact of this new standard.

Item 7A: | Quantitative and Qualitative Disclosures about Market Risks|

Concentration of Credit Risk

Financial instruments which potentially subject us to concentrations of credit risk consist principally of cash equivalents, marketable securities, forward currency contracts and accounts receivable. Our cash equivalents consist primarily of money market funds invested in U.S. Treasuries and government agencies. Our fixed income available-for-sale marketable securities have a minimum rating of AA by one or more of the major credit rating agencies. We place forward currency contracts with high credit-quality financial institutions in order to minimize credit risk exposure. Concentrations of credit risk with respect to accounts receivable

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are limited due to the large number of geographically dispersed customers. We perform ongoing credit evaluations of our customers' financial condition and from time to time may require customers to provide a letter of credit from a bank to secure accounts receivable. As of December 31, 2023, a customer of our Semiconductor Test segment, Texas Instruments Inc., accounted for 18% of our accounts receivable balance. There were no customers who accounted for more than 10% of our accounts receivable balance as of December 31, 2022.and December 31, 2021.

In addition to market risks described in our Annual Report on Form 10-K, we have an equity price risk related to the fair value of our convertible senior unsecured notes issued in December 2016. In December 2016, Teradyne issued $460 million aggregate principal amount of 1.25% convertible senior unsecured notes (the "Notes") due December 15, 2023. As of December 31, 2022, $50.2 million of principal remained outstanding and



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the Notes had a fair value of $139.0 million. The table below provides a sensitivity analysis of hypothetical 10% changes of Teradyne's stock price as of the end of the last quarter of 2022 and the estimated impact on the fair value of the Notes. The selected scenarios are not predictions of future events, but rather are intended to illustrate the effect such event may have on the fair value of the Notes. The fair value of the Notes is subject to equity price risk due to the convertible feature. The fair value of the Notes will generally increase as Teradyne's common stock price increases and will generally decrease as the common stock price declines in value. The change in stock price affects the fair value of the Notes, but does not impact Teradyne's financial position, cash flows or results of operations due to the fixed nature of the debt obligation. Additionally, we carry the Notes at face value less unamortized debt issuance costs on our balance sheet, and we present the fair value for required disclosure purposes only. In connection with the offering of the Notes we also sold warrants. The warrants will have a dilutive effect on our earnings per share to the extent that the average market price of our common stock for a given reporting period exceeds the applicable strike price of the warrants.



| | | | | | | | | | | | | |
| Hypothetical Change in Teradyne Stock Price | | Fair Value | | | Estimated change in fair | | | Hypothetical | |
| | | | | | value | | | percentage increase | |
| | | | | | | | | (decrease) in fair value | |
| 10% Increase | | $ | 152,962 | | | $ | 13,955 | | | | 10.0 | % |
| No Change | | | 139,007 | | | | - | | | | - | |
| 10% Decrease | | | 125,068 | | | | (13,939 | ) | | | (10.0 | ) |

See Note J: "Debt" for further information.

Exchange Rate Risk Management

We regularly enter into foreign currency forward contracts to hedge the value of our monetary assets and liabilities in Japanese Yen, British Pound, Korean Won, Taiwan Dollar, Singapore Dollar, Euro, Philippine Peso, Chinese Yuan, and Danish Krone. These foreign currency forward contracts have maturities of approximately one month. These contracts are used to minimize the effect of exchange rate fluctuations associated with the remeasurement of monetary assets and liabilities.



We also enter into foreign currency forward contracts to hedge the impact of exchange rates on our revenues in Japanese Yen and Taiwan Dollar. These contracts have maturities of less than one year. We do not engage in currency speculation.



On November 7, 2023, in connection with our agreement to acquire 10% investment in Technoprobe S.p.A, we purchased a call option to buy 481.0 million Euros. The expiration date of the option is April 26, 2024. Since the transaction price was agreed to in Euros, this option contract reduces the impact to the purchase price of changes in the Euro to U.S. Dollar exchange rate.

We performed a sensitivity analysis assuming a hypothetical 10% fluctuation in foreign exchange rates to the hedging contracts and the underlying exposures described above. As of December 31, 2023 and 2022, the analysis indicated that these hypothetical market movements would not have a material effect on our consolidated financial position, results of operations or cash flows.

Interest Rate Risk Management

We are exposed to potential losses due to changes in interest rates. Our interest rate exposure is primarily related to short-term and long-term marketable securities.

In order to estimate the potential loss due to interest rate risk, a fluctuation in interest rates of 25 basis points was assumed. Market risk for the short and long-term marketable securities was estimated as the potential change in the fair value resulting from a hypothetical change in interest rates for securities contained in the investment portfolio. The potential change in the fair value from changes in interest rates is immaterial as of December 31, 2023 and 2022.

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http://fasb.org/us-gaap/2022#AmortizationOfIntangibleAssetshttp://fasb.org/us-gaap/2022#DeferredTaxAndOtherLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2022#DeferredTaxAndOtherLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2022#DeferredTaxAndOtherLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2022#DeferredTaxAndOtherLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2022#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2022#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2022#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2022#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2022#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2022#NetIncomeLoss
| Item 8: | Financial Statements and Supplementary Data|



Report of Independent Registered Public Accounting Firm

To the
Board of Directors and Shareholders of Teradyne, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Teradyne, Inc. and its subsidiaries (the "Company") as of December 31, 2023 and 2022, and the related consolidated statements of operations, comprehensive income, convertible common shares and shareholders' equity and cash flows for each of the three years in the period ended December 31, 2023, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2023 appearing under Item 15(c) (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in
Internal Control - Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in
Internal Control - Integrated Framework
(2013) issued by the COSO.

Changes in Accounting Principles

As discussed in Note B to the consolidated financial statements, the Company changed the manner in which it accounts for convertible debt in 2022.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company's consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an

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understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in

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accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition - Certain Product Revenue

As described in Note B to the consolidated financial statements, during 2022, forty two holders of the Company's convertible senior unsecured notes, originally issued on December 12, 2016, converted $66.8 million of the senior unsecured notes. the Company may satisfy its conversion obligation by paying cash for the principal amount of the senior unsecured notes and paying or delivering cash, shares of The Company's common stock or a combination of cash and shares of the Company's common stock, at management's election for the amount in excess of principal. the Company recognizes revenue for transactions that do not meet the criteria for over time recognition at a point in time when shipped or delivered based on contractual terms. The transaction price is the amount of consideration the Company expects to be entitled to in exchange for such products, which is generally at contractually stated prices. The Company's total product revenue was $2.1 billion for the year ended December 31, 2023, of which a majority relates to certain product revenue.

The principal consideration for our determination that performing procedures relating to the conversions of senior unsecured notes is a critical audit matter are (i) the high degree of audit effort in performing procedures and evaluating management's calculation of the conversion transactions and the related settlement calculations and (ii) the audit effort involved the use of professionals with specialized skill and knowledge.revenue recognition for certain product revenue is a critical audit matter is a high degree of auditor effort in performing procedures related to revenue recognition for certain of the Company's product revenue.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management's review of conversion transactions related to the Company's senior unsecured notes, which included controls related to the conversion values and related settlement calculations. the recognition process for certain product revenue. These procedures also included, among others on a test basis (i) evaluating the appropriateness of the conversion(i) testing the completeness, accuracy, and occurrence of revenue recognized for a sample of certain product revenue transactions by obtaining and inspecting source documents, such as purchase orders, invoices, and proof of shipment or delivery; (ii) testing the cut off of revenue recognized for a sample of certain product revenue transactions near period end by obtaining and inspecting source documents, such as purchase orders, invoices and proof of shipment or delivery; and (iii) confirming a sample of outstanding customer invoice balances as of December 31, 2023 and, for confirmations not returned, obtaining and inspecting source documents, such as purchase orders, invoices, proof of shipment or delivery, and subsequent cash receipts.

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and settlement accounting; (ii) testing the completeness and accuracy of the conversion values; and (iii) recalculating the settlement amounts. Professionals with specialized skill and, knowledge were used to assist in the evaluation of the appropriateness of the conversion and settlement accounting.


/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

February 22, 2024

We have served as the Company's auditor since 1968.

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TERADYNE, INC.

CONSOLIDATED BALANCE SHEETS



| | | | | | | | | |
| | | December 31, | |
| | | 2023 | | | 2022 | |
| | | (in thousands, except per | |
| | | share amount) | |
| ASSETS | | | | | | |
| Current assets: | | | | | | | | |
| Cash and cash equivalents | | $ | 757,571 | | | $ | 854,773 | |
| Marketable securities | | | 62,154 | | | | 39,612 | |
| Accounts receivable, less allowance for credit losses of $1,988 and $1,955 in 2023 and 2022, | | | 422,124 | | | | 491,145 | |
$1,955 and $2,012 in 2022, and 2021, respectively | | | 491,145 | || | 550,749 | ||     respectively | | | | | | | | |
| Inventories, net | | | 325,019 | | | | 243,330 | |
| Inventories, net | | | 309,974 | | | | 325,019 | |
| Prepayments | | | 532,962 | | | | 406,266 | |
| Prepayments | | | 548,970 | | | | 532,962 | |
| Other current assets | | | 37,992 | | | | 14,404 | |
| Current assets held for sale | | | 23,250 | | | | - | |
| Total current assets | | | 2,257,915 | | | | 2,576,227 | |
| Total current assets | | | 2,162,035 | | | | 2,257,915 | |
| Property, plant and equipment, net | | | 445,492 | | | | 418,683 | |
| Operating lease right-of-use assets, net | | | 73,417 | | | | 73,734 | |
| Marketable securities | | | 117,434 | | | | 110,777 | |
| Deferred tax assets | | | 142,784 | | | | 102,428 | |
| Deferred tax assets | | | 175,775 | | | | 142,784 | |
| Retirement plans assets | | | 11,504 | | | | 11,761 | |
| Other assets | | | 28,925 | | | | 24,096 | |
| Other assets | | | 38,580 | | | | 28,925 | |
| Acquired intangible assets, net | | | 35,404 | | | | 53,478 | |
| Goodwill | | | 403,195 | | | | 426,024 | |
| Goodwill | | | 415,652 | | | | 403,195 | |
| Long-term assets held for sale | | | 11,531 | | | | - | |
| Total assets | | $ | 3,501,252 | | | $ | 3,809,425 | |
| Total assets | | $ | 3,486,824 | | | $ | 3,501,252
| | | | | | | | ||
| LIABILITIES | | | | | | |
| Current liabilities: | | | | | | | | |
| Accounts payable | | $ | 139,722 | | | $ | 153,133 | |
| Accounts payable | | $ | 180,131 | | | $ | 139,722 | |
| Accrued employees' compensation and withholdings | | | 191,750 | | | | 212,266 | |
| Deferred revenue and customer advances | | | 99,804 | | | | 148,285 | |
| Other accrued liabilities | | | 114,712 | | | | 112,271 | |
| Operating lease liabilities | | | 17,522 | | | | 18,594 | |
| Income taxes payable | | | 48,653 | | | | 65,010 | |
| Current debt | | | 50,115 | | | | 19,182 | |
| Current debt | | | - | | | | 50,115 | |
| Current liabilities held for sale | | | 7,379 | | | | - | |
| Total current liabilities | | | 659,951 | | | | 746,263 | |
| Retirement plans liabilities | | | 132,090 | | | | 116,005 | |
| Long-term deferred revenue and customer advances | | | 37,282 | | | | 45,131 | |
| Deferred tax liabilities | | | 183 | | | | 3,267 | |
| Long-term other accrued liabilities | | | 19,998 | | | | 15,981 | |
| Long-term operating lease liabilities | | | 65,092 | | | | 64,176 | |
| Long-term income taxes payable | | | 59,135 | | | | 67,041 | |
44,331 | | | | 59,135 | |
| Long-term liabilities held for sale | | | 2,000 | | | | - | |
| Total liabilities | | | 1,049,958 | | | | 1,245,469 | |
| Total liabilities | | | 960,927 | | | | 1,049,958 | |
| | | | | | | | | |
| Commitments and contingencies (Note M) | | | | | | |
| Mezzanine equity: | | | | | | | | |
| Convertible common shares | | | - | | | | 1,512 | |
| SHAREHOLDERS' EQUITY | | | | | | |
| Common stock, $0.125 par value, 1,000,000 shares authorized, 152,698 and 155,759 shares issued | | | 19,087 | | | | 19,470 | | 155,759 and 162,251 | | | 19,470 | | | | 20,281 | |
|     shares issued and outstanding at December 31, 2023 and 2022, respectively | | | | | | | | |
| Additional paid-in capital | | | 1,827,274 | | | | 1,755,963 | |
| Accumulated other comprehensive loss | | | (26,978 | ) | | | (49,868 | ) |
| Retained earnings | | | 725,729 | | | | 736,566 | |
| Retained earnings | | | 706,514 | | | | 725,729 | |
| | | | | | | | | |
| Total shareholders' equity | | | 2,451,294 | | | | 2,562,444 | |
2,525,897 | | | | 2,451,294 | |
| Total liabilities, convertible common shares and shareholders' equity | | $ | 3,486,824 | | | $ | 3,501,252 | |
| | | | | | | | | |



The accompanying notes are an integral part of the consolidated financial statements.

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TERADYNE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS



| | | | | | | | | | | | | |
| | | Years Ended December 31, | |
| | | 2022 | | | 2021 | | | 2020 | |
| | | 2023 | | | 2022 | | | 2021 | |
| | | (in thousands, except per share amount) | |
| Revenues: | | | | | | | | | || | |
| Products | | $ | 2,591,572 | | | $ | 3,196,575 | | | $ | 2,690,906 | |
| Products | | $ | 2,096,286 | | | $ | 2,591,572 | | | $ | 3,196,575 | |
| Services | | | 563,473 | | | | 506,306 | | | | 430,563 | |
| | | | | | | | | | | | | |

| Services | | | 580,012 | | | | 563,473 | | | | 506,306 | |
| Total revenues | | | 3,155,045 | | | | 3,702,881 | | | | 3,121,469 | |
| Total revenues | | | 2,676,298 | | | | 3,155,045 | | | | 3,702,881 | |
| Cost of revenues: | | | | | | | | | || | |
| Cost of products | | | 1,042,555 | | | | 1,300,106 | | | | 1,157,476 | |
| Cost of products | | | 882,892 | | | | 1,042,555 | | | | 1,300,106 | |
| Cost of services | | | 245,339 | | | | 196,119 | | | | 178,252 | |
| Cost of services | | | 256,658 | | | | 245,339 | | | | 196,119 | |
| | | | | | | | | | | | | |
| Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below) | | | 1,287,894 | | | | 1,496,225 | | | | 1,335,728 | | | | | 1,139,550 | | | | 1,287,894 | | | | 1,496,225 | |
|     amortization shown separately below) | | | | | | | | | | | | |
| Gross profit | | | 1,867,151 | | | | 2,206,656 | | | | 1,785,741 | |
| Gross profit | | | 1,536,748 | | | | 1,867,151 | | | | 2,206,656 | |
| Operating expenses: | | | | | | | | | | | | |
| Selling and administrative | | | 558,103 | | | | 547,559 | | | | 464,769 | |577,315 | | | | 558,103 | | | | 547,559 | |
| Engineering and development | | | 440,591 | | | | 427,609 | | | | 374,964 | |418,089 | | | | 440,591 | | | | 427,609 | |
| Acquired intangible assets amortization | | | 19,333 | | | | 21,456 | | | | 30,803 | |18,999 | | | | 19,333 | | | | 21,456 | |
| Restructuring and other | | | 17,185 | | | | 9,312 | | | | (13,202 | ) |21,277 | | | | 17,185 | | | | 9,312 | |
| | | | | | | | | | | | | |
| Total operating expenses | | | 1,035,212 | | | | 1,005,936 | | | | 857,334 | |1,035,680 | | | | 1,035,212 | | | | 1,005,936 | |
| | | | | | | | | | | | | |
| Income from operations | | | 831,939 | | | | 1,200,720 | | | | 928,407 | |501,068 | | | | 831,939 | | | | 1,200,720 | |
| Non-operating (income) expenses: | | | | | | | | | || | |
| Interest income | | | (6,379 | ) | | | (2,627 | ) | | | (5,982 | ) |
| Interest income | | | (27,348 | ) | | | (6,379 | ) | | | (2,627 | ) |
| Interest expense | | | 3,719 | | | | 17,820 | | | | 24,182 | |
| Interest expense | | | 3,806 | | | | 3,719 | | | | 17,820 | |
| Other (income) expense, net | | | (5,786 | ) | | | 24,572 | | | | 9,192 | |(962 | ) | | | (5,786 | ) | | | 24,572 | |
| | | | | | | | | | | | | |
| Income before income taxes | | | 840,385 | | | | 1,160,955 | | | | 901,015 | |525,572 | | | | 840,385 | | | | 1,160,955 | |
| Income tax provision | | | 124,884 | | | | 146,366 | | | | 116,868 | |
| | | | | | | | | | | | | |

| Income tax provision | | | 76,820 | | | | 124,884 | | | | 146,366 | |
| Net income | | $ | 715,501 | | | $ | 1,014,589 | | | $ | 784,147 | |
| Net income | | $ | 448,752 | | | $ | 715,501 | | | $ | 1,014,589 | |
| | | | | | | | | | | | | |
| Net income per common share: | | | | | | | | | |
| Basic | | $ | 4.52 | | | $ | 6.15 | | | $ | 4.72 | |
| Basic | | $ | 2.91 | | | $ | 4.52 | | | $ | 6.15 | |
| | | | | | | | | | | | | |
| Diluted | | $ | 4.22 | | | $ | 5.53 | | | $ | 4.28 | |
| Diluted | | $ | 2.73 | | | $ | 4.22 | | | $ | 5.53 | |
| | | | | | | | | | | | | |
| Weighted average common shares-basic | | | 158,434 | | | | 164,960 | | | | 166,120 | |154,310 | | | | 158,434 | | | | 164,960 | |
| | | | | | | | | | | | | |
| Weighted average common shares-diluted | | | 169,734 | | | | 183,625 | | | | 183,042 | |164,304 | | | | 169,734 | | | | 183,625 | |
| | | | | | | | | | | | | |



The accompanying notes are an integral part of the consolidated financial statements.

4
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TERADYNE, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



| | | | | | | | | | | | | |
| | | Years Ended December 31, | |
| | | 2022 | | | 2021 | | | 2020 | |
| | | 2023 | | | 2022 | | | 2021 | |
| | | (in thousands) | |
| Net income | | $ | 715,501 | | | $ | 1,014,589 | | | $ | 784,147 | |
| Net income | | $ | 448,752 | | | $ | 715,501 | | | $ | 1,014,589 | |
| Other comprehensive income (loss), net of tax: | | | | | | | | | || | |
| | | | | | | | | | | | | |
| Foreign currency translation adjustment, net of tax of $0, $0, $0, respectively | | | (29,031 | ) | | | (36,207 | ) | | | 48,903 | | | | | 17,407 | | | | (29,031 | ) | | | (36,207 | ) |
|     Available-for-sale marketable securities: | | | | | | | | | | | | |
|     respectively | | | | | | | | | | | | |
| Unrealized (losses) gains on marketable securities: arising during | | | (12,666 | ) | | | (2,255 | ) | | |5,839 | |
| Available-for-sale marketable securities: | | | | | | | | | |
| Unrealized gains (losses) on marketable securities arising during | | | 2,423 | | | | (12,666 | ) | | | (2,255 | ) |
|     period, net of tax of $( | | | | | | | | | | | | |
|     period, net of tax of $568, $(3,388), ($578), respectively | | | | | | | | | | | | |
| Less: Reclassification adjustment for losses (gains) included in net | | | 44 | | | | 301 | | | | (995 | ) |
|     income, net of tax of $12, $25, $(277), respectively | | | | | | | | | | | | |
| $( | | | 2,467 | | | | (12,365 | ) | | | (3,250 | ) |
| Cash flow hedges: | | | | | | | | | |
| Unrealized gains (losses) arising during period, net of tax of $1,537, | | | 5,464 | | | | (2,517 | ) | | | - | |
|     $(708), $0,
| , respectively | | | | | | | | | | | | |
| Less: Reclassification adjustment for losses (gains) included in net income, net of tax of $25, $(277), $(665), respectively | | | 301 | | | | (995 | ) | | | (2,365 | ) | included in net | | | (2,441 | ) | | | - | | | | - | |
| | | | | | | | | | | | | |
|     | | | (12,365 | ) | | | (3,250 | ) | | | 3,474 | |
|     income, net of tax of $(686), $0, $0, respectively | | | | | | | | | | | | |
| Cash flow hedges: | | | | | | | | | | | | |
| | | | 3,023 |
| Unrealized losses arising during period, net of tax of $(708), $0, $0, respectively
| | | (2,517 | ) | | | - | || | - | |
| Defined benefit post-retirement plan: | | | | | | | | | |
| Amortization of prior service credit, net of tax $(2), $(2), $(2), respectively | | | (7 | ) | | | (7 | ) | | | (7 | ) |
|     respectively | | | | | | | | | | | | |
| Other comprehensive (loss) income | | | (43,920 | ) | | | (39,464 | ) | | | 52,370 | |
| Other comprehensive income (loss) | | | 22,890 | | | | (43,920 | ) | | | (39,464 | ) |
| | | | | | | | | | | | | |
| Comprehensive income | | $ | 671,581 | | | $ | 975,125 | | | $ | 836,517 | |
| Comprehensive income | | $ | 471,642 | | | $ | 671,581 | | | $ | 975,125 | |
| | | | | | | | | | | | | |



The accompanying notes are an integral part of the consolidated financial statements.



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TERADYNE, INC.

CONSOLIDATED STATEMENTS OF CONVERTIBLE COMMON SHARES

AND SHAREHOLDERS' EQUITY



| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Shareholders' Equity | |
| | | Convertible | | | Common | | | Common | | | Additional | | | Accumulated | | | Retained | | | Total | |
| | | Common | | | Stock Shares | | | Stock | | | Paid-in | | | Other | | | Earnings | | | Shareholders' | |
| | | Shares Value | | | | | | Par Value | | | Capital | | | Comprehensive | | | Retained | | | Equity | |
| | | Value | | | | | | Value | | | | | | (loss) Income | | | Earnings | | | | |
| | | | | | | | | | | | | | | Income (loss) | | | | | | | |
| | | (in thousands) | |
| Year Ended December 31, 2019 | | $ | - | | | | 166,410 | | | $ | 20,801 | | | $ | 1,720,129 | | | $ | (18,854 | ) | | $ | (241,918 | ) | | $ | 1,480,158 | |
| Year Ended December 31, 2020 | | $ | 3,787 | | | | 166,123 | | | $ | 20,765 | | | $ | 1,765,323 | | | $ | 33,516 | | | $ | 387,414 | | | | 2,207,018 | |
| Net issuance of common stock under stock-based plans | | | | | | | 1,230 | | | | 154 | | | | 4,696 | | | | | | | | | | | | 4,850 | |899 | | | | 113 | | | | (225 | ) | | | | | | | | | (112 | ) |
| Stock-based compensation expense | | | | | | | | | | | | 45,632 | | | | | | | | | | 45,632 | | | | | 44,285 | | | | | | | | | | | | 44,285 | |
| Repurchase of common stock | | | | | | | (1,517 | ) | | | (190 | ) | | | | | | | | | | | (88,275 | ) | | | (88,465 | ) |(4,771 | ) | | | (597 | ) | | | | | | | | | (599,403 | ) | | | (600,000 | ) |
| Cash dividends ($0.40 per share) | | | | | | | | | | | | | | | | | | | | | | | (66,540 | ) | | | (66,540 | ) |(66,034 | ) | | | (66,034 | ) |
| convertible common shares | | | 3,787 | | | | | | | | | | | | (3,787 | ) | | | | | | | | | || (3,787 | ) |
| Settlements of convertible notes | | | | | | 8,148 | | | | 1,018 | | | | 984,622 | | | | | | | | | | 985,640 | |
| Net income | | | | | | | | | | | | | | | | | | | | | | | 784,147 | | | | 784,147 | |
| Exercise of convertible notes hedge call options | | | | | | (8,148 | ) | | | (1,018 | ) | | | (986,082 | ) | | | | | | | | | (987,100 | ) |
| Convertible common shares | | | (2,275 | ) | | | | | | | | | 2,275 | | | | | | | | | | 2,275 | |
| Net income | | | | | | | | | | | | | | | | | | 1,014,589 | | | | 1,014,589 | |
| Year Ended December 31, 2020 | | | 3,787 | | | | 166,123 | | | | 20,765 | | | | 1,765,323 | | | | 33,516 | | | | 387,414 | | | | 2,207,018 | |
| Other comprehensive loss | | | | | | | | | | | | | | | (39,464 | ) | | | | | | (39,464 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2021 | | $ | 1,512 | | | | 162,251 | | | $ | 20,281 | | | $ | 1,811,545 | | | $ | (5,948 | ) | | $ | 736,566 | | | $ | 2,562,444 | |
| Net issuance of common stock under stock-based plans | | | | | | 761 | | | | 96 | | | | (4,471 | ) | | | | | | | | | (4,375 | ) |
| Stock-based compensation expense | | | | | | | | | | | | 48,466 | | | | | | | | | | 48,466 | | | | | 45,632 | | | | | | | | | | | | 45,632 | |
| Repurchase of common stock | | | | | | | (4,771 | ) | | | (597 | ) | | | | | | | | | | | (599,403 | ) | | | (600,000 | ) |(7,253 | ) | | | (907 | ) | | | | | | | | | (751,175 | ) | | | (752,082 | ) |
| Cash dividends ($0.44 per share) | | | | | | | | | | | | | | | | | | | | | | | (66,034 | ) | | | (66,034 | ) |(69,763 | ) | | | (69,763 | ) |
| Settlements of convertible notes | | | | | | 1,495 | | | | 187 | | | | (442 | ) | | | | | | | | | (255 | ) | | 8,148 | | | | 1,018 | | | | 984,622 | | | | | | | | | | | | 985,640 | |
| Exercise of convertible notes hedge call options | | | | | | | (8,148 | ) | | | (1,018 | ) | | | (986,082 | )(1,495 | ) | | | (187 | ) | | | 187 | | | | | | | | | | - | | (987,100 | ) |
| Convertible common shares | | | (1,512 | ) | | | | | | | | | 1,512 | | | | | | | | | | 1,512 | | | | 2,275 | | | | | | | | | | | | 2,275 | |
| Cumulative-effect of change in accounting principle | | | | | | | | | | | | (100,834 | ) | | | | | | 94,600 | | | | (6,234 | ) | | | | | | | | | | | | 1,014,589 | | | | 1,014,589 | |
|      Other comprehensive loss | | | | | | | | | | | | | | | | | | | (39,464 | ) | | | | | | | (39,464 | ) |
|      related to convertible debt | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income | | | | | | | | | | | | | | | | | | 715,501 | | | | 715,501 | |
| Year Ended December 31, 2021 | | | 1,512 | | | | 162,251 | | | | 20,281 | | | | 1,811,545 | | | | (5,948 | ) | | | 736,566 | | | | 2,562,444 | |
| Other comprehensive loss | | | | | | | | | | | | | | | (43,920 | ) | | | | | | (43,920 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2022 | | $ | - | | | | 155,759 | | | $ | 19,470 | | | $ | 1,755,963 | | | $ | (49,868 | ) | | $ | 725,729 | | | $ | 2,451,294 | |
| Net issuance of common stock under stock-based plans | | | | | | 848 | | | | 106 | | | | 13,371 | | | | | | | | | | 13,477 | | | 761 | | | | 96 | | | | (4,471 | ) | | | | | | | | | | |(4,375 | ) |
| Stock-based compensation expense | | | | | | | | | | | | | | | 48,466 | | | | | | | | | | | | 48,466 | |57,940 | | | | | | | | | | 57,940 | |
| Repurchase of common stock | | | | | | | (7,253 | ) | | | (907 | ) | | | | | | | | | | | (751,175 | ) | | | (752,082 | ) |(3,909 | ) | | | (489 | ) | | | | | | | | | (400,040 | ) | | | (400,529 | ) |
| Cash dividends ($0.44 per share) | | | | | | | | | | | | | | | | | | | | | | | (69,763 | ) | | | (69,763 | ) |(67,927 | ) | | | (67,927 | ) |
| Settlements of convertible notes | | | | | | 1,072 | | | | 133 | | | | (133 | ) | | | | | | | | | - | |(255 | ) |
| Exercise of convertible notes hedge call options | | | | | | | (1,495 | ) | | | (187 | ) | | | 187 | | (1,072 | ) | | | (133 | ) | | | 133 | | | | | | | | | | - | |
| Convertible common shares | | | (1,512 | ) | | | | | | | | | | | 1,512 | | | | | | | | | | | | 1,512 | |
| Cumulative effect of change in accounting principle related to convertible debt | | | | | | | | | | | | | | | (100,834 | ) | | | | | | | 94,600 | | | | (6,234 | ) |
| Net income | | | | | | | | | | | | | | | | | | 448,752 | | | | 448,752 | | | | | | | 715,501 | | | | 715,501 | |
| Other comprehensive income | | | | | | | | | | | | | | | | | | (43,920 | ) | | | | | | | (43,920 | ) |22,890 | | | | | | | 22,890 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2023 | | $ | - | | | | 155,759 | | | $ | 19,470 | | | $ | 1,755,963 | | | $ | (49,868 | ) | | $ | 725,729 | | | $ | 2,451,294 | |152,698 | | | $ | 19,087 | | | $ | 1,827,274 | | | $ | (26,978 | ) | | $ | 706,514 | | | $ | 2,525,897 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |



The accompanying notes are an integral part of the consolidated financial statements.

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TERADYNE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS



| | | | | | | | | | | | | |
| | | Years Ended December 31, | |
| | | 2022 | | | 2021 | | | 2020 | |
| | | 2023 | | | 2022 | | | 2021 | |
| | | (in thousands) | |
| Cash flows from operating activities: | | | | | | | | | |
| Net income | | $ | 715,501 | | | $ | 1,014,589 | | | $ | 784,147 | |
| Net income | | $ | 448,752 | | | $ | 715,501 | | | $ | 1,014,589 | |
| Adjustments to reconcile net income from operations to net cash provided by operating activities: | | | | | | | | | || | |
| Depreciation | | | 90,763 | | | | 91,073 | | | | 80,119 | |
| Depreciation | | | 92,118 | | | | 90,763 | | | | 91,073 | |
| Stock-based compensation | | | 48,228 | | | | 45,643 | | | | 44,906 | |57,682 | | | | 48,228 | | | | 45,643 | |
| Provision for excess and obsolete inventory | | | 31,452 | | | | 15,475 | | | | 17,534 | |28,358 | | | | 31,452 | | | | 15,475 | |
| Amortization | | | 19,912 | | | | 34,412 | | | | 46,624 | |
| Amortization | | | 18,768 | | | | 19,912 | | | | 34,412 | |
| Deferred taxes | | | (38,693 | ) | | | (17,305 | ) | | | (15,688 | ) |
| Retirement plans actuarial losses (gains) | | | 2,703 | | | | (25,584 | ) | | | (2,217 | ) |
| Retirement plans actuarial (gains) losses | | | (25,584 | ) | | | (2,217 | ) | | | 10,284 | |
| Deferred taxes | | | (37,642 | ) | | | (38,693 | ) | | | (17,305 | ) |
| losses (gains) on investments | | | 9,985 | | | | (6,410 | ) | | | (7,898 | ) |
| (Gains) losses on investments | | | (14,915 | ) | | | 9,985 | | | | (6,410 | ) |
| Gains on sale of asset | | | - | | | | (3,410 | ) | | | - | |
| Loss on convertible debt conversion | | | - | | | | - | | | | 28,828 | |
| Contingent consideration fair value adjustment | | | - | | | | - | | | | (7,227 | ) |
| Other | | | 2,353 | | | | 271 | | | | 1,557 | |
| Other | | | (955 | ) | | | 2,353 | | | | 271 | |
| Changes in operating assets and liabilities, net of businesses acquired: | | | | | | | | | |
| Accounts receivable | | | 50,628 | | | | (57,778 | ) | | | (129,451 | ) |
| Accounts receivable | | | 70,977 | | | | 50,628 | | | | (57,778 | ) |
| Inventories | | | (80,809 | ) | | | 6,495 | | | | (8,438 | ) |
| Inventories | | | 5,327 | | | | (80,809 | ) | | | 6,495 | |
| Prepayments and other assets | | | (140,713 | ) | | | (175,846 | ) | | | (64,418 | ) |(43,101 | ) | | | (140,713 | ) | | | (175,846 | ) |
| Accounts payable and other accrued expenses | | | (60,507 | ) | | | 129,499 | | | | 73,167 | |46,782 | | | | (60,507 | ) | | | 129,499 | |
| Deferred revenue and customer advances | | | (6,233 | ) | | | 9,873 | | | | 39,974 | |(57,210 | ) | | | (6,233 | ) | | | 9,873 | |
| Retirement plan contributions | | | (5,116 | ) | | | (5,405 | ) | | | (5,382 | ) |(5,492 | ) | | | (5,116 | ) | | | (5,405 | ) |
| Income taxes | | | (29,834 | ) | | | (5,604 | ) | | | 25,169 | |
| Income taxes | | | (26,921 | ) | | | (29,834 | ) | | | (5,604 | ) |
| | | | | | | | | | | | | |
| Net cash provided by operating activities | | | 577,923 | | | | 1,098,366 | | | | 868,935 | |
| | | | | | | | | | | | | |
585,231 | | | | 577,923 | | | | 1,098,366 | |
| Cash flows from investing activities: | | | | | | | | | |
| Purchases of property, plant and equipment | | | (163,249 | ) | | | (132,472 | ) | | | (184,977 | ) |(159,642 | ) | | | (163,249 | ) | | | (132,472 | ) |
| Purchases of marketable securities | | | (287,409 | ) | | | (661,781 | ) | | | (900,196 | ) |(161,906 | ) | | | (287,409 | ) | | | (661,781 | ) |
| Proceeds from maturities of marketable securities | | | 222,941 | | | | 660,148 | | | | 479,678 | |85,042 | | | | 222,941 | | | | 660,148 | |
| Proceeds from sales of marketable securities | | | 268,058 | | | | 266,466 | | | | 35,006 | |61,401 | | | | 268,058 | | | | 266,466 | |
| Proceeds from sale of asset | | | 3,410 | | | | - | | | | - | |
| Proceeds from insurance | | | 460 | | | | - | | | | - | |
| Purchase of investment and acquisition of business | | | - | | | | (12,000 | ) | | | 149 | |
| Issuance of convertible loan | | | (5,000 | ) | | | - | | | | - | |
| Proceeds from sale of asset | | | - | | | | 3,410 | | | | - | |
| Purchase of investment and acquisition of business | | | - | | | | - | | | | (12,000 | ) |
| Net cash provided by (used for) investing activities | | | 43,751 | | | | 120,361 | | | | (569,794 | ) |
| | | | | | | | | | | | | |

| Net cash (used for) provided by investing activities | | | (179,645 | ) | | | 43,751 | | | | 120,361 | |
| Cash flows from financing activities: | | | | | | | | | | | | |
| Repurchase of common stock | | | (752,082 | ) | | | (600,000 | ) | | | (88,465 | ) |(397,241 | ) | | | (752,082 | ) | | | (600,000 | ) |
| payments of convertible debt principal | | | (66,759 | ) | | | (342,990 | ) | | | - | |
| Dividend payments | | | (67,878 | ) | | | (69,711 | ) | | | (65,977 | ) |
| Dividend Payments | | | (69,711 | ) | | | (65,977 | ) | | | (66,482 | ) |
| Payments of convertible debt principal | | | (50,264 | ) | | | (66,759 | ) | | | (342,990 | ) |
| Payments related to net settlement of employee stock compensation awards | | | (33,170 | ) | | | (32,303 | ) | | | (23,014 | ) |(20,788 | ) | | | (33,170 | ) | | | (32,303 | ) |
| Issuance of common stock under stock purchase and stock option plans | | | 28,733 | | | | 32,686 | | | | 28,527 | |
| Payments of contingent consideration | | | - | | | | - | | | | (8,852 | ) |
| | | | | | | | | | | | | |

34,259 | | | | 28,733 | | | | 32,686 | |
| Net cash used for financing activities | | | (892,989 | ) | | | (1,008,584 | ) | | | (158,286 | ) |(501,912 | ) | | | (892,989 | ) | | | (1,008,584 | ) |
| | | | | | | | | | | | | |
| Effects of exchange rate changes on cash and cash equivalents | | | 3,889 | | | | (2,065 | ) | | | (658 | ) |(876 | ) | | | 3,889 | | | | (2,065 | ) |
| (Decrease) increase in cash and cash equivalents | | | (267,426 | ) | | | 208,078 | | | | 140,197 | |(97,202 | ) | | | (267,426 | ) | | | 208,078 | |
| Cash and cash equivalents at beginning of year | | | 1,122,199 | | | | 914,121 | | | | 773,924 | |
854,773 | | | | 1,122,199 | | | | 914,121 | |
| Cash and cash equivalents at end of year | | $ | 854,773 | | | $ | 1,122,199 | | | $ | 914,121 | |757,571 | | | $ | 854,773 | | | $ | 1,122,199 | |
| | | | | | | | | | | | | |
| Supplementary disclosure of cash flow information: | | | | | | | | | |
| Cash paid for: | | | | | | | | | | | | |
| Interest | | $ | 1,498 | | | $ | 4,236 | | | $ | 6,435 | |
| Interest | | $ | 296 | | | $ | 1,498 | | | $ | 4,236 | |
| Income taxes | | $ | 193,246 | | | $ | 172,134 | | | $ | 106,577 | |
| Income taxes | | $ | 140,239 | | | $ | 193,246 | | | $ | 172,134 | |
| Non-cash investing activities: | | | | | | | | | |
| Capital expenditures incurred but not yet paid: | | $ | 1,826 | | | $ | 1,973 | | | $ | 3,666 | |2,735 | | | $ | 1,826 | | | $ | 1,973 | |



The accompanying notes are an integral part of the consolidated financial statements.

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TERADYNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

| A.|
THE COMPANY|

Teradyne, Inc. ("Teradyne") is a leading global supplier of automated test equipment and robotics solutions. Teradyne designs, develops, manufactures and sells automated test systems and robotics products. Teradyne's automated test systems are used to test semiconductors, wireless products, data storage and complex electronics systems in many industries including consumer electronics, wireless, automotive, industrial, computing, communications, and aerospace and defense industries. Teradyne's robotics products include collaborative robotic arms, autonomous mobile robots, and advanced robotic control software used by global manufacturing, logistics and industrial customers to improve quality, increase manufacturing and material handling efficiency and decrease manufacturing and logistics costs. Teradyne's automated test equipment and robotics products and services include:

| | •| |
semiconductor test ("Semiconductor Test") systems;|
| | •| |
storage and system level test ("Storage Test") systems, defense/aerospace ("Defense/Aerospace") test instrumentation and systems, and circuit-board test and inspection ("Production Board Test") systems (collectively these products represent "System Test");|
| | •| |
wireless test ("Wireless Test") systems; and|
| | •| |
robotics ("Robotics") products.|
B.
| B. | ACCOUNTING POLICIES|

The consolidated financial statements include the accounts of Teradyne and its wholly owned subsidiaries. All significant intercompany balances and transactions are eliminated. Certain prior years' amounts were reclassified to conform to the current year presentation.

Preparation of Financial Statements and Use of Estimates

The preparation of consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an on-going basis, management evaluates its estimates, including those related to inventories, investments, goodwill, intangible and other long-lived assets, accounts receivable, income taxes, deferred tax assets and liabilities, pensions, warranties, contingent consideration liabilities, and loss contingencies. Management bases its estimates on historical experience and on appropriate and customary assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and our markets. Management is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this Annual Report on Form 10-K. These estimates may change, as new events occur and additional information is obtained. Actual results may differ significantly from these estimates under different assumptions or conditions.

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Revenue Recognition

Revenue from Contracts with Customers

In accordance with ASC 606, Teradyne recognizes revenues, when or as control is transferred to a customer. Teradyne's determination of revenue is dependent upon a five-step process outlined below.

| | •| |
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.|

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| | •| |
Teradyne determines the transaction price to be the amount of consideration to which Teradyne expects to be entitled to, which is generally at contractually stated prices.
| | •| |
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.|

Performance Obligations

Products

Teradyne products consist primarily of semiconductor test systems and instruments, defense/aerospace test instrumentation and systems, storage test systems and instruments, circuit-board test and inspection systems and instruments, wireless test systems and robotics products. Teradyne's hardware is typically recognized at a point in time upon transfer of control to the customer.

Services

Teradyne services consist of extended warranties, training and application support, service agreements, post contract customer support ("PCS") and replacement parts. Each service is recognized based on relative standalone selling price. Extended warranty, training and support, service agreements and PCS are recognized over time based on the period of service. Replacement parts are recognized at a point in time upon transfer of control to the customer.

Teradyne does not allow customer returns or provide refunds to customers for any products or services. Teradyne products include a standa
rd
12
standard 12-month warranty. This warranty is not considered a distinct performance

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obligation because it does not obligate Teradyne to provide a separate service to the customer and it cannot be purchased separately. Cost related to warranties are included in cost of revenues when product revenues are recognized.

As of December 31, 2023 and 2022, deferred revenue and customer advances consisted of the following and are included in the short and long-term deferred revenue and customer advances:



| | | | | | | | | |
| | | 2023 | | | 2022 | |
| | | (in thousands) | |
| Maintenance, service and training | | $ | 66,458 | | | $ | 78,089 | |
| Customer advances, undelivered elements and other | | | 35,731 | | | | 59,147 | |
| Extended warranty | | | 56,180 | | | | 64,168 | |
| Extended warranty | | | 34,897 | | | | 56,180 | |
| | | | | | | | | |
| Total deferred revenue and customer advances | | $ | 137,086 | | | $ | 193,416 | |



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Product Warranty

Teradyne generally provides a one-year warranty on its products, commencing upon installation, acceptance or shipment. A provision is recorded upon revenue recognition to cost of revenues for estimated warranty expense based on historical experience. Related costs are charged to the warranty accrual as incurred. The balance below is included in other accrued liabilities:



| | | | | |
| | | Amount | |
| | | (in thousands) | |
| Balance at December 31, 2019 | | $ | 8,996 | |
| Accruals for warranties issued during the period | | | 28,490 | |
| Accruals related to pre-existing warranties | | | 821 | |
| Settlements made during the period | | | (21,674 | ) |
| | | | | |
| Balance at December 31, 2020 | | $ | 16,633 | |
| Accruals for warranties issued during the period | | | 35,727 | |
| Accruals related to pre-existing warranties | | | (6,846 | ) |
| Settlements made during the period | | | (20,937 | ) |
| | | | | |
| Balance at December 31, 2021 | | | 24,577 | |
| Accruals for warranties issued during the period | | | 21,851 | |
| Accruals related to pre-existing warranties | | | (5,618 | ) |
| Settlements made during the period | | | (26,629 | ) |
| | | | | |
| Balance at December 31, 2022 | | $ | 14,181 | |
| Accruals for warranties issued during the period | | | 21,644 | |
| Accruals related to pre-existing warranties | | | (1,576 | ) |
| Settlements made during the period | | | (18,551 | ) |
| Balance at December 31, 2023 | | $ | 15,698 | |



When Teradyne receives revenue for extended warranties, beyond one year, it is deferred and recognized on a straight-line basis over the contract period. Related costs are expensed as incurred. The balance below is included in short and long-term deferred revenue and customer advances:



| | | | | |
| | | Amount | |
| | | (in thousands) | |
| Balance at December 31, 2019 | | $ | 30,677 | |
| Deferral of new extended warranty revenue | | | 41,694 | |
| Recognition of extended warranty deferred revenue | | | (20,442 | ) |
| | | | | |
| Balance at December 31, 2020 | | $ | 51,929 | |
| Deferral of new extended warranty revenue | | | 43,597 | |
| Recognition of extended warranty deferred revenue | | | (31,358 | ) |
| | | | | |
| Balance at December 31, 2021 | | | 64,168 | |
| Deferral of new extended warranty revenue | | | 33,686 | |
| Recognition of extended warranty deferred revenue | | | (41,674 | ) |
| Balance at December 31, 2022 | | | 56,180 | |
| Balance at December 31, 2022 | | $ | 56,180 | |
| Deferral of new extended warranty revenue | | | 14,330 | |
| Recognition of extended warranty deferred revenue | | | (35,613 | ) |
| Balance at December 31, 2023 | | $ | 34,897 | |



Accounts Receivable and Allowance for Credit Losses

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Teradyne maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. Estimated allowances for credit losses are reviewed periodically taking into account the customer's recent payment history, the customer's current financial statements and other information regarding the customer's creditworthiness. Account balances are written off against the allowance when it is determined the receivable will not be recovered.

Teradyne sells certain trade accounts receivables on a non-recourse basis to third-party financial institutions pursuant to factoring agreements. Teradyne accounts for these transactions as sales of receivables and presents cash proceeds as a cash provided by operating activities in the consolidated statements of cash flows. Total trade accounts receivable sold under the factoring agreements were $93.9 million and $111.3 million during 2022 and 2021, $243.5 million and $93.9 million during 2023 and 2022, respectively. Factoring fees for the sales of receivables are recorded in interest expense and are not material.

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Inventories

Inventories are stated at the lower of cost (first-in, first-out basis) or net realizable value. On a quarterly basis, Teradyne uses consistent methodologies to evaluate all inventories for net realizable value. Teradyne records a provision for both excess and obsolete inventory when such write-downs or write-offs are identified through the quarterly review process. The inventory valuation is based upon assumptions about future demand, product mix and possible alternative uses.

Investments

Teradyne accounts for its investments in debt and equity securities in accordance with the provisions of ASC 320-10, "
"Investments-Debt and Equity Securities."
." ASC 320-10 requires that certain debt and equity securities be classified into one of three categories; trading, available-for-sale or held-to-maturity securities. On a quarterly basis, Teradyne reviews its investments to identify and evaluate those that have an indication of a potential other-than-temporary impairment. Factors considered in determining whether a loss is other-than-temporary include:

| | •| |
The length of time and the extent to which the market value has been less than cost;|
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| | •| |
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.|

Teradyne uses the market and income approach techniques to value its financial instruments and there were no changes in valuation techniques during the twelve months ended December 31, 2023 and 2022.

Teradyne measures its debt and equity investments at fair value, in accordance with ASC 820-10, , "
"Fair Value Measurements and Disclosures."
" ASC 820-10 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants and requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

Level 1: Quoted prices in active markets for identical assets as of the reporting date;

Level 2: Inputs other than Level 1, that are observable either directly or indirectly as of the reporting date. For example, a common approach for valuing fixed income securities is the use of matrix pricing. Matrix pricing is a mathematical technique used to value securities by relying on the securities' relationship to other benchmark quoted prices, and is considered a Level 2 input; or

Level 3: Unobservable inputs that are not supported by market data. Unobservable inputs are developed based on the best information available, which might include Teradyne's own data.

Teradyne's debt investments are classified as Level 2, and equity investments are classified as Level 1. Acquisition-related contingent consideration is classified as Level 3. Teradyne determines the fair value of acquisition-related contingent consideration using a Monte Carlo simulation model. Assumptions utilized in the model include forecasted revenues, revenue volatility, earnings before interest and taxes, and discount rate.

Financial Assets and Financial Liabilities

Teradyne records changes in fair value of equity securities directly in earnings and unrealized gains and losses in other (income) expense, net, in accordance with ASU 2016-01, "
"Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities."

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Prepayments

Prepayments consist of the following:



| | | | | | | | | |
| | | 2023 (1) | | | 2022 | |
| | | (in thousands) | |
| Contract manufacturer and supplier prepayments | | $ | 502,257 | | | $ | 491,105 | |
| Prepaid taxes | | | 18,625 | | | | 15,090 | |
| Prepaid maintenance and other services | | | 17,592 | | | | 14,545 | |
| Prepaid maintenance and other services | | | 14,545 | | | | 13,660 | |
| Prepaid taxes | | | 16,083 | | | | 18,625 | |
| Other prepayments | | | 8,687 | | | | 13,038 | |
| | | | | | | | | |

| Other prepayments | | | 13,038 | | | | 8,687 | |
| Total prepayments | | $ | 532,962 | | | $ | 406,266 | |
| Total prepayments | | $ | 548,970 | | | $ | 532,962 | |



(1)
Excludes $5.3 million of contract manufacturer and supplier prepayments, classified as assets held for sale. See Note E: "Assets held for sale" for additional information.

Retirement and Postretirement Plans

Teradyne recognizes net actuarial gains and losses and the change in the fair value of the plan assets in its operating results in the year in which they occur or upon any interim remeasurement of the plans. Teradyne calculates the expected return on plan assets using the fair value of the plan assets. Actuarial gains and losses are generally measured annually as of December 31 and, accordingly, recorded during the fourth quarter of each year or upon any interim remeasurement of the plans.

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Teradyne reports net periodic pension cost and net periodic postretirement benefit costs in accordance with ASU 2017-07, "
"Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost."
." The service cost component of net benefit costs is reported in the same line item in the consolidated statement of operations as other employee compensation costs. The non-service components of net benefit costs such as interest cost, expected return on assets, amortization of prior service cost, and
actuarial
gains or losses, are reported within other (income) expense, net.

Goodwill, Intangible and Long-Lived Assets

Teradyne accounts for goodwill and intangible assets in accordance with ASC 350-10, "
Intangibles-Goodwill and Other."
"Intangibles-Goodwill and Other." Intangible assets are amortized over their estimated useful economic life and are carried at cost less accumulated amortization. Goodwill is assessed for impairment at least annually in the fourth quarter, as of December 31, on a reporting unit basis, or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired.

In accordance with ASC 350-10, Teradyne has the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If Teradyne determines this is the case, Teradyne is required to perform a quantitative goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized. If Teradyne determines that it is more likely than not that the fair value of the reporting unit is greater than its carrying amounts, a quantitative goodwill impairment test is not required.

In accordance with ASC 360-10, "
"Impairment or Disposal of Long-Lived Assets,"
" Teradyne reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the estimated undiscounted cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value based on a discounted cash flows analysis. The cash flows estimates used to determine the impairment, if any, contain management's best estimates using appropriate assumptions and projections at that time.

Business Combination

Teradyne recognizes the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The fair value of identifiable intangible assets is based on detailed cash flows valuations that use information and assumptions provided by management. Teradyne estimates the fair value of contingent consideration at the time of the acquisition using all pertinent information known to us at the time to assess the probability of payment of contingent amounts or through the use of a Monte Carlo simulation model. Teradyne allocates any excess purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed to goodwill. The assumptions used in the valuations for our acquisitions may differ materially from actual results depending on performance of the acquired businesses and other factors. While Teradyne believes the assumptions used were appropriate, different assumptions in the valuation of assets acquired and liabilities assumed could have a material impact on the timing and extent of impact on our statements of operations. Goodwill is assigned to reporting units as of the date of the related acquisition.

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Property, Plant and Equipment

Property, plant and equipment are stated at cost and depreciated over the estimated useful lives of the assets. Leasehold improvements and major renewals are capitalized and included in property, plant and equipment accounts, while expenditures for maintenance and repairs and minor renewals are charged to expense. When assets are retired, the assets and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations.

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Teradyne provides for depreciation of its assets principally on the straight-line method with the cost of the assets being charged to expense over their useful lives as follows:



| | | |
| Buildings | | 40 years |
| Building improvements | | 5 to 10 years |
| Leasehold improvements | | Lesser of lease term or |
10 
| | | years |
| Furniture and fixtures | | 10 years |
| Test systems manufactured internally | | 6 years |
| Machinery, equipment and software | | 3 to 5 years |



Test systems manufactured internally are used by Teradyne for customer evaluations and manufacturing and support of its customers. Teradyne depreciates the test systems manufactured internally over a six-year life to cost of revenues, engineering and development, and selling and administrative expenses. Teradyne often sells internally manufactured test equipment to customers. Upon the sale of an internally manufactured test system, the net book value of the system is transferred to inventory and expensed as cost of revenues. The net book value of internally manufactured test systems sold in the years ended December 31, 2023, 2022, and 2021 was $2.8 million, $6.6 million, and $16.6 million, respectively. 2022, 2021 and 2020 was $6.6 million, $16.6 million, and $7.3 million, respectively.

Convertible Debt

Teradyne adopted Accounting Standards Update ("ASU") ASU 2020-06 - "Debt-Debt with Conversion and Other Options and Derivatives and Hedging-Contracts in Entity's Own Equity," on January 1, 2022 using the modified retrospective method of adoption. As a result of adoption, Teradyne recorded an increase of $1.4 million to current debt for unsettled shares, an increase of $1.8 million to deferred tax assets, an increase of $6.6 million to long-term debt for unamortized debt discount, and an increase to retained earnings of $94.6 million for the reclassification of the equity component. Mezzanine equity representing unsettled shares value was reduced to zero and additional paid-in capital was reduced by $100.8 million. In accordance with ASU 2020-06, Teradyne accounts for a convertible debt instrument as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. Unsettled shares are recorded in current debt, and there is no recognition of a debt discount, which was previously amortized to interest expense. Settled shares reduce the outstanding debt balance in an amount equal to the cash paid, but do not result in any gain or loss on extinguishment. We use the if-converted method in the diluted EPS calculation for convertible instruments.

Leases

Under ASC 842, a contract is or contains a lease when Teradyne has the right to control the use of an identified asset. Teradyne determines if an arrangement is a lease at inception of the contract, which is the date on which the terms of the contract are agreed to and the agreement creates enforceable rights and obligations. The commencement date of the lease is the date that the lessor makes an underlying asset available for use by Teradyne. As of December 31, 2023, Teradyne does not have material leases that have not yet commenced.

Teradyne determines if the lease is an operating or finance lease at the lease commencement date based upon the terms of the lease and the nature of the asset. The lease term used to calculate the lease liability includes options to extend or terminate the lease when it is reasonably certain that the option will be exercised.

The lease liability is measured at the present value of future lease payments, discounted using the discount rate for the lease at the commencement date. As Teradyne is typically unable to determine the implicit rate, Teradyne uses an incremental borrowing rate based on the lease term and economic environment at commencement date. Teradyne initially measures payments based on an index by using the applicable rate at lease commencement. Variable payments that do not depend on an index are not included in the lease liability and are recognized as they are incurred. The right-of-use ("ROU") asset is initially measured as the amount of lease liability, adjusted for any initial lease costs, prepaid lease payments, and reduced by any lease incentives.

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Teradyne's contracts often include non-lease components such as common area maintenance. Teradyne elected the practical expedient to account for the lease and non-lease components as a single lease component. For leases with a term of one year or less, Teradyne has elected not to record the lease asset or liability. The lease payments are recognized in the consolidated statement of earnings on a straight-line basis over the lease term. Teradyne includes lease costs within cost of revenues and operating expenses. See Note I: "Leases."

Engineering and Development Costs

Teradyne's products are highly technical in nature and require a large and continuing engineering and development effort. Software development costs incurred prior to the establishment of technological feasibility are charged to expense. Software development costs incurred subsequent to the establishment of technological feasibility are capitalized until the product is available for release to customers. To date, the period between achieving technological feasibility and general availability of the product has been short and software development costs eligible for capitalization have not been material. Engineering and development costs are expensed as incurred and consist primarily of salaries, contractor fees including non-recurring engineering charges related to product design, allocated facility costs, depreciation, and tooling costs.

Stock Compensation Plans and Employee Stock Purchase Plan

Stock-based compensation expense is based on the grant-date fair value estimated in accordance with the provisions of ASC 718-10, "
Compensation-Stock Compensation."
"Compensation-Stock Compensation." Teradyne elects to account for forfeitures by applying an estimated forfeiture rate and recognizes compensation costs only for those stock-based compensation awards expected to vest. Under its stock compensation plans, Teradyne has granted stock options, restricted stock units and performance-based restricted stock units, and employees are eligible to purchase Teradyne's common stock through its Employee Stock Purchase Plan ("ESPP").

Excess tax benefits or tax deficiencies are recognized as a discrete tax benefit or discrete tax expense to the current income tax provision in Teradyne's consolidated statements of operations, all excess tax benefits related to share-based payments are reported as cash flows from operating activities, and all cash payments made to taxing authorities on the employees' behalf for withheld shares are presented as financing activities on the statement of cash flows.

Income Taxes

Deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The measurement of deferred tax assets is reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized. Teradyne performed the required assessment of positive and negative evidence regarding the realization of the net deferred tax assets in accordance with ASC 740,
"Accounting for Income Taxes."
This assessment included the evaluation of scheduled reversals of deferred tax liabilities, estimates of projected future taxable income and tax-planning strategies. Although realization is not assured, based on its assessment, Teradyne concluded that it is more likely than not that such assets, net of the existing valuation allowance, will be realized.

Advertising Costs

Teradyne expenses all advertising costs as incurred. Advertising costs were $17.3 million, $13.4 million and $12.8 million in 2022 2021 and 2020, respectively.$15.5 million, $17.3 million and $13.4 million in 2023, 2022 and 2021, respectively.

Translation of Non-U.S. Currencies

The functional currency for all non-U.S. subsidiaries is the U.S. dollar, except for Universal Robots, MiR and Lemsys for which the local currency is its functional currency. All foreign currency denominated monetary

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assets and liabilities are remeasured on a monthly basis into the functional currency using exchange rates in effect at the end of the period. All foreign currency denominated non-monetary assets and liabilities are remeasured into the functional currency using historical exchange rates. Net foreign exchange gains and losses resulting from remeasurement are included in other (income) expense, net. For Universal Robots, MiR and Lemsys, assets and liabilities are translated into U.S. dollars using exchange rates in effect at the end of the period. Revenues and expense amounts are translated using an average of exchange rates in effect during the period. Translation adjustments are recorded within accumulated other comprehensive income (loss) on the balance sheet.

Net foreign exchange gains and losses resulting from remeasurement are included in other (income) expense, net. For the years ended December 31, 2023, 2022 and 2021, losses (gains) from the remeasurement of the monetary assets and liabilities denominated in foreign currencies were $10.9 million, $10.8 million, and $(2.1) million, respectively. $10.8 million, $(2.1) million, and $2.6 million, respectively.

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These amounts do not reflect the corresponding (gains) losses from foreign exchange contracts. See Note H: "Financial Instruments" regarding foreign exchange contracts.

Net Income per Common Share

Basic net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Except where the result would be anti-dilutive, diluted net income per common share is calculated by dividing net income by the sum of the weighted average number of common shares plus common stock equivalents, if applicable.

With respect to its convertible debt issued in 2016, Teradyne is required to settle the principal of the convertible debt in cash; accordingly, the principal amount is excluded from the determination of diluted earnings per share. As a result, Teradyne is accounting for the conversion spread using the treasury stock method.

Comprehensive Income

Comprehensive income includes net income, unrealized pension and postretirement prior service costs and benefits, unrealized gains and losses on investments in debt marketable securities, unrealized gains and losses on cash flow hedge and foreign currency translation adjustment.

| C.|
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS|

For the year ended December 31, 2022, there were no recently issued Accounting pronouncements that had, or are expected to have, a material impact to our consolidated financial statements.
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures", which will require us to disclose significant segment expenses and other segment items used by the Chief Operating Decision Maker ("CODM") on an annual and interim basis as well as provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. Additionally, we will be required to disclose the title and position of the CODM. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. This ASU will have no impact on Teradyne's results of operations, cash flows or financial condition. Upon adoption, Teradyne will apply the amendments in this ASU retrospectively to all prior period disclosures presented in the financial statements.


| D. | INVESTMENT IN other COMPANY |
on June 1, 2021, Teradyne invested $12.0 million in MachineMetrics, Inc. ("MachineMetrics"), a private company that develops and sells products to improve manufacturing performance through automated machine data collection, alerting, and analytics. Teradyne's investment in MachineMetrics aligns with its strategy of providing and investing in leading edge products for automating industrial production processes in growing markets. the investment was recorded at cost and is evaluated for impairment or an indication of changes in fair value resulting from observable price changes In orderly transactions for The identical or similar investment of The same issuer on a quarterly basis, At December 31, 2022, the value of the investment was $12.0 million, and there was no change during the year ended December 31, 2022.


In December 2023, FASB issued ASU 2023-09 -"Income Taxes (Topic 740): Improvements to Income Tax Disclosures", which requires expanded disclosures relating to the tax rate reconciliation, income taxes paid, income (loss) before income tax expense (benefit) and income tax expense (benefit), requiring a greater disaggregation of information for each. The provisions of ASU 2023-09 are effective for fiscal years beginning after December 15, 2024. The amendments in this update should be applied on a prospective basis, but retrospective application is permitted. Teradyne is currently evaluating the impact of this new standard.


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D. REVENUE|

Disaggregation of Revenue

The following table provides information about disaggregated revenue by timing of revenue recognition, primary geographical market, and major product lines.



| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Semiconductor Test | | | | | | Robotics | | | | | | | | |
| | | Test | | | | | | | | | | | | | | |
| | | System-on-a-chip | | | Memory | | | System | | | Universal Robots | | | Mobile Industrial Robots | | | Wireless | | | Corporate | | | Total | |
| | | a-chip | | | | | | | | | Robots | | | Industrial | | | | | | | | | | |
| | | | | | | | | Test | | | | | | | | | Test | | | and | | | | |
| | | | | | | | | Test | | | | | | Robots | | | Test | | | and | | | | |
| | | | | | | | | | | | | | | | | | | | | Eliminations | | | | |
| | (in thousands) | |
| For the Year Ended December 31, 2023 (1) | | | | | | | | | | | | | | | | | | | | | | | | |
| Timing of Revenue Recognition | | | | | | | | | | | | | | | | | | | | Eliminations | | | | |
| | | | | | | | | | | | (in thousands) | | | | | | | | | | |
| Point in Time | | $ | 1,141,882 | | | $ | 356,417 | | | $ | 268,379 | | | $ | 296,252 | | | $ | 66,986 | | | $ | 129,399 | | | $ | - | | | $ | 2,259,315 | |
| For the Year Ended December 31, 2022 (1) | | | | | | | | | | | | | | | | | | | | | | || Over Time | | | 290,739 | | | | 29,598 | | | | 69,818 | | | | 7,540 | | | | 4,405 | | | | 14,883 | | | | - | | | | 416,983 | |
| Total | | $ | 1,432,621 | | | $ | 386,015 | | | $ | 338,197 | | | $ | 303,792 | | | $ | 71,391 | | | $ | 144,282 | | | $ | - | | | $ | 2,676,298 | |
| Geographical Market | | | | | | | | | | | | | | | | | | | | | | | | |
| Asia Pacific | | $ | 1,214,322 | | | $ | 366,151 | | | $ | 153,387 | | | $ | 63,312 | | | $ | 10,424 | | | $ | 85,415 | | | $ | - | | | $ | 1,893,011 | |
| Americas | | | 117,728 | | | | 11,367 | | | | 151,579 | | | | 111,761 | | | | 36,191 | | | | 50,770 | | | | - | | | | 479,396 | |
| Europe, Middle East and Africa | | | 100,571 | | | | 8,497 | | | | 33,231 | | | | 128,719 | | | | 24,776 | | | | 8,097 | | | | - | | | | 303,891 | |
| Total | | $ | 1,432,621 | | | $ | 386,015 | | | $ | 338,197 | | | $ | 303,792 | | | $ | 71,391 | | | $ | 144,282 | | | $ | - | | | $ | 2,676,298 | |
| For the Year Ended December 31, 2022 (1) | | | | | | | | | | | | | | | | | | | | | | | | |
| Timing of Revenue Recognition | | | | | | | | | | | | | | | | | | | | | | | | |
| Point in Time | | $ | 1,445,238 | | | $ | 344,693 | | | $ | 402,074 | | | $ | 317,514 | | | $ | 73,812 | | | $ | 189,040 | | | $ | 251 | | | $ | 2,772,622 | |
| Over Time | | | 261,646 | | | | 29,013 | | | | 67,272 | | | | 8,218 | | | | 3,594 | | | | 12,680 | | | | - | | | | 382,423 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total | | $ | 1,706,884 | | | $ | 373,706 | | | $ | 469,346 | | | $ | 325,732 | | | $ | 77,406 | | | $ | 201,720 | | | $ | 251 | | | $ | 3,155,045 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Geographical Market | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Asia Pacific | | $ | 1,514,964 | | | $ | 360,176 | | | $ | 294,350 | | | $ | 73,930 | | | $ | 15,724 | | | $ | 140,767 | | | $ | - | | | $ | 2,399,911 | |
| Americas | | | 122,575 | | | | 11,987 | | | | 146,040 | | | | 112,203 | | | | 35,213 | | | | 47,350 | | | | 251 | | | | 475,619 | |
| Europe, Middle East and Africa | | | 69,345 | | | | 1,543 | | | | 28,956 | | | | 139,599 | | | | 26,469 | | | | 13,603 | | | | - | | | | 279,515 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total | | $ | 1,706,884 | | | $ | 373,706 | | | $ | 469,346 | | | $ | 325,732 | | | $ | 77,406 | | | $ | 201,720 | | | $ | 251 | | | $ | 3,155,045 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the Year Ended December 31, 2021 (1) | | | | | | | | | | | | | | | | | | | | | | | | |
| Timing of Revenue Recognition | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Point in Time | | $ | 1,989,979 | | | $ | 365,441 | | | $ | 409,383 | | | $ | 305,512 | | | $ | 60,884 | | | $ | 204,247 | | | $ | - | | | $ | 3,335,446 | |
| Over Time | | | 256,751 | | | | 30,171 | | | | 58,356 | | | | 5,670 | | | | 3,839 | | | | 12,648 | | | | - | | | | 367,435 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total | | $ | 2,246,730 | | | $ | 395,612 | | | $ | 467,739 | | | $ | 311,182 | | | $ | 64,723 | | | $ | 216,895 | | | $ | - | | | $ | 3,702,881 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Geographical Market | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Asia Pacific | | $ | 2,076,647 | | | $ | 381,444 | | | $ | 306,812 | | | $ | 81,456 | | | $ | 12,919 | | | $ | 172,103 | | | $ | - | | | $ | 3,031,381 | |
| Americas | | | 102,702 | | | | 10,665 | | | | 135,230 | | | | 94,897 | | | | 26,069 | | | | 36,173 | | | | - | | | | 405,736 | |
| Europe, Middle East and Africa | | | 67,381 | | | | 3,503 | | | | 25,697 | | | | 134,829 | | | | 25,735 | | | | 8,619 | | | | - | | | | 265,764 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total | | $ | 2,246,730 | | | $ | 395,612 | | | $ | 467,739 | | | $ | 311,182 | | | $ | 64,723 | | | $ | 216,895 | | | $ | - | | | $ | 3,702,881 | |



| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1)
Includes $5.2 million, $8.2 million and $13.2 million in 2023, 2022 and 2021, respectively, for leases of Teradyne's systems recognized outside of ASC 606: "Revenue from Contracts with Customers."

Contract Balances

| For the years ended December 31, 2020 (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Timing of revenue Recognition | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2023, 2022 and 2021, Teradyne recognized $108.1 million, $112.4 million and $102.5 million, respectively, that was included within the deferred revenue and customer advances balances at the beginning of the period. This revenue primarily relates to undelivered hardware, extended warranties, training, application support, and post contract support. Each of these represents a distinct performance obligation. As of December 31, 2023, Teradyne had $1,124.6 million of unsatisfied performance obligations. Teradyne expects to recognize 90% of the remaining performance obligation in the next 12 months, 9% in 1-3 years, and 1% thereafter.

| Point in Time | | $ | 1,659,414 | | |$ | 363,324 | | | $ |348,454 | | | $ | 214,212 || | $ | 55,533 | || $ | 163,834 | | | $ |(604 | ) | | $ | 2,804,167 | |
E.
ASSETS HELD FOR SALE

On November 7, 2023, Teradyne entered into a definitive agreement to sell Teradyne's Device Interface Solutions ("DIS") business, a component of the Semiconductor Test segment, to Technoprobe S.p.A. for $85.0 million in cash. As a result, the related assets and liabilities met the criteria and were classified as held-for-sale in Teradyne's consolidated balance sheet as of December 31, 2023. The transaction, which does not qualify as a strategic shift required for discontinued operations treatment, is expected to close in the first half of 2024.

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Assets held-for-sale comprise of the following as of December 31, 2023:



| | | | | |
| | | December 31, | |
| | | 2023 | |
| | | (in thousands) | |
| Current assets: | | | |
| Inventories, net | | $ | 17,952 | |

| Over Time | | | 217,975 | | | | 18,884 | | | | 61,275 | | | | 7,269 | || | 2,717 | | | |9,182 | | | | - | | | | 317,302 | |
| Prepayments | | | 5,298 | |
| Total current assets held for sale | | | 23,250 | |
| Property, plant and equipment, net | | | 8,986 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Operating lease right-of-use assets, net | | | 2,545 | |
| Total | | $ | 1,877,389 | | | $ | 382,208 | | | $ | 409,729 | | | $ | 221,481 | | | $ | 58,250 | | | $ | 173,016 | | | $ | (604 | ) | | $ | 3,121,469 | |
| Total assets held for sale | | $ | 34,781 | |
| | | | || | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Geographical Market | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Current liabilities: | | | |
| Asia Pacific | | $ | 1,744,593 | || $ | 364,000 | | | $ | 258,521 | | | $ | 60,277 | | | $ | 6,471 | | | $ | 143,969 | | | $ | - | | | $ | 2,577,831 | |
| Accounts payable | | $ | 6,356 | |
| Other accrued liabilities | | | 552 | |

| Americas | | | 77,671 | | | | 12,999 | | | | 128,482 | | | | 64,164 | | | | 30,186 | | | | 22,544 | | | | (604 | ) | | | 335,442 | |
| Operating lease liabilities | | | 471 | |
| Europe, Middle East and Africa | | | 55,125 | | | | 5,209 | | | | 22,726 | | | | 97,040 | | | | 21,593 | | | | 6,503 | | | | - | | | | 208,196 | |
| Total current liabilities held for sale | | | 7,379 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Long-term operating lease liabilities | | | 2,000 | |
| Total | | $ | 1,877,389 | | | $ | 382,208 | | | $ | 409,729 | | | $ | 221,481 | | | $ | 58,250 | | | $ | 173,016 | | | $ | (604 | ) | | $ | 3,121,469 | |
| Total liabilities held for sale | | $ | 9,379 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net assets held for sale | | $ | 25,402 | |


| (1) | Includes $8.2 million, $13.2 million and $10.0 million in 2022, 2021 and 2020, respectively, for leases of Teradyne's systems recognized outside of ASC 606: |
| | "Revenue from Contracts with Customers." |

6
2

Table of Contents
Contract Balances
For the years ended December 31, 2022, 2021 and 2020, Teradyne recognized $112.4 million, $102.5 million and $91.0 million, respectively, that was included within the deferred revenue and customer advances balances at the beginning of the period. This revenue primarily relates to undelivered hardware, extended warranties, training, application support, and post contract support. Each of these represents a distinct performance obligation. As of December 31, 2022, Teradyne ha



F.
$1,235.2 million of unsatisfied performance obligations. Teradyne expects to recognize 89% of the remaining performance obligation in the next 12 months and 11% in 1-3 years.

| F. | INVENTORIES|

Inventories, net consisted of the following at December 31, 2023 and 2022:



| | | | | | | | | |
| | | 2023 (1) | | | 2022 | |
| | | (in thousands) | |
| Raw material | | $ | 256,065 | | | $ | 155,641 | |
| Raw material | | $ | 258,422 | | | $ | 256,065 | |
| Work-in-process | | | 37,982 | | | | 37,740 | |
| Work-in-process | | | 26,851 | | | | 37,982 | |
| Finished goods | | | 30,972 | | | | 49,949 | |
| Finished goods | | | 24,701 | | | | 30,972 | |
| | | | | | | | | |
| | | $ | 325,019 | | | $ | 243,330 | |
| | | $ | 309,974 | | | $ | 325,019 | |



(1)
Inventory reserves for the years ended December 31, 2022 and 2021 were $136.8 million and $114.1 million, respectively.
Excludes $18.0 million of primarily work-in-process inventories, net classified as assets held for sale. See Note E: "Assets held for sale" for additional information.
| G.|
PROPERTY, PLANT AND EQUIPMENT|

Property, plant and equipment, net consisted of the following at December 31, 2023 and 2022:



| | | | | | | | | |
| | | 2023 (1) | | | 2022 | |
| | | (in thousands) | |
| Land | | $ | 18,481 | | | $ | 17,207 | |
| Land | | $ | 19,487 | | | $ | 18,481 | |
| Buildings | | | 128,991 | | | | 126,468 | |
| Buildings | | | 127,705 | | | | 128,991 | |
| Machinery, equipment and software | | | 1,047,235 | | | | 1,059,880 | |
| Furniture and fixtures | | | 28,093 | | | | 29,929 | |
| Leasehold improvements | | | 66,777 | | | | 64,631 | |
| Construction in progress | | | 54,799 | | | | 22,470 | |
| | | | 1,344,096 | | | | 1,324,382 | |
| | | | 1,324,382 | | | | 1,239,461 | |

| Less: accumulated depreciation | | | 898,604 | | | | 905,699 | |
| | | | | | | | | |
| | | $ | 445,492 | | | | $ | 418,683 | || $ | 387,240 | |



(1)
Excludes $9.0 million of property, plant and equipment, net classified as assets held for sale. See Note E: "Assets held for sale" for additional information.



Depreciation of property, plant and equipment for the years ended December 31, 2023, 2022, and 2021 was $92.1 million, $90.8 million, and $91.1 million, and $80.1 million, respectively. As of December 31, 2023 and 2022, the gross book value included in machinery and equipment for internally manufactured test systems being leased by customers was $5.1 million and $5.8 million, respectively. As of December 31, 2023 and 2022, the accumulated depreciation on these test systems was $4.9 million and $5.6 million, respectively.

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H.|
FINANCIAL INSTRUMENTS|

Cash Equivalents

Teradyne considers all highly liquid investments with maturities of three months or less at the date of acquisition to be cash equivalents.

6
3

Table of Contents
Marketable Securities

Teradyne's equity and debt mutual funds are classified as Level 1 and available-for-sale debt securities are classified as Level 2. Contingent consideration is classified as Level 3. The vast majority of Level 2 securities are fixed income securities priced by third party pricing vendors. These pricing vendors utilize the most recent observable market information in pricing these securities or, if specific prices are not available, use other observable inputs like market transactions involving identical or comparable securities.

During the years ended December 31, 2023 and 2022, there were no transfers in or out of Level 1, Level 2, or Level 3 financial instruments.

Realized gains recorded in 2022, 2021, and 2020 wereRealized gains recorded in 2023, 2022, and 2021 were $0.6 million, $0.8 million, and $3.1 million, and $4.6 million, respectively. Realized losses recorded in 2023 and 2022 were $0.3 million and $1.0 million, respectively. No realized losses were recorded in 2021. Realized gains and losses are included in other (income) expense, net.

Unrealized gains on equity securities recorded during the years ended December 31, 2023, 2022 and 2021 were $8.9 million,
re $1.9 million
,
and $5.1
million and $9.6 million, respectively. Unrealized losses on equity securities recorded during the years ended December 31, 2023, 2022, and 2021 were $1.7 million, $11.6 million and $1.8 2022, 2021 and 2020 were
$11.6 million,
,

$1.8
million and $6.0
million, respectively. Unrealized gains and losses on equity securities are included in other (income) expense, net. Unrealized gains and losses on available-for-sale debt securities are included in accumulated other comprehensive income (loss) on the balance sheet.

6
4

Table of Contents
The cost of securities sold is based on average cost.

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The following table sets forth by fair value hierarchy Teradyne's financial assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2023 and 2022:



| | | | | | | | | | | | | | | | | |
| | | December 31, 2023 | |
| | | Quoted Prices | | | Significant | | | Significant | | | Total | |
| | | | | | | | | | | | | |
| | | in Active | | | Other | | | Unobservable | | | | |
| | | | | | | | | | | | | |
| | | Markets for | | | Observable | | | Inputs | | | | |
| | | | | | | | | | | | | |
| | | Identical | | | Inputs | | | (Level 3) | | | | |
| | | Instruments | | | (Level 2) | | | | | | | |
| | | (Level 1) | | | | | | | | | | |
| | | (in thousands) | |
| Assets | | | | | | | | | | | | |
| Cash | | $ | 298,156 | | | $ | - | | | $ | - | | | $ | 298,156 | |
| Cash equivalents | | | 453,298 | | | | 6,117 | | | | - | | | | 459,415 | |
| Available for sale securities: | | | | | | | | | | | | |
| Corporate debt securities | | | - | | | | 52,734 | | | | - | | | | 52,734 | |
| U.S. Treasury securities | | | - | | | | 41,808 | | | | - | | | | 41,808 | |
| Commercial paper | | | - | | | | 1,667 | | | | - | | | | 1,667 | |
| Debt mutual funds | | | 8,773 | | | | - | | | | - | | | | 8,773 | |
| U.S. government agency securities | | | - | | | | 4,892 | | | | - | | | | 4,892 | |
| Certificates of deposit and time deposits | | | - | | | | 21,772 | | | | - | | | | 21,772 | |
| Non-U.S. government securities | | | - | | | | 810 | | | | - | | | | 810 | |
| Equity securities: | | | | | | | | | | | | |
| Mutual funds | | | 47,132 | | | | - | | | | - | | | | 47,132 | |
| Total | | $ | 807,359 | | | $ | 129,800 | | | $ | - | | | $ | 937,159 | |
| Derivative assets | | | - | | | | 18,746 | | | | - | | | | 18,746 | |
| Total | | $ | 807,359 | | | $ | 148,546 | | | $ | - | | | $ | 955,905 | |
| Liabilities | | | | | | | | | | | | |
| Derivative liabilities | | | - | | | | 2,545 | | | | - | | | | 2,545 | |
| Total | | $ | - | | | $ | 2,545 | | | $ | - | | | $ | 2,545 | |
| | | | | | | | | | | | | |
| Reported as follows: | | | | | | | | | | | | |
| | | (Level 1) | | | (Level 2) | | | (Level 3) | | | Total | |
| | | (in thousands) | |
| Assets | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 751,454 | | | $ | 6,117 | | | $ | - | | | $ | 757,571 | |
| Marketable securities | | | - | | | | 62,154 | | | | - | | | | 62,154 | |
| Long-term marketable securities | | | 55,905 | | | | 61,529 | | | | - | | | | 117,434 | |
| Other current assets | | | - | | | | 18,746 | | | | - | | | | 18,746 | |
| Total | | $ | 807,359 | | | $ | 148,546 | | | $ | - | | | $ | 955,905 | |
| Liabilities | | | | | | | | | | | | |
| Other current liabilities | | $ | - | | | $ | 2,545 | | | $ | - | | | $ | 2,545 | |
| Total | | $ | - | | | $ | 2,545 | | | $ | - | | | $ | 2,545 | |



56

Table of Contents





| | | | | | | | | | | | | | | | | |
| | | December 31, 2022 | |
| | | Quoted Prices | | | Significant | | | Significant | | | Total | |
| | | in Active | | | Other | | | Unobservable | | | | |
| | | Markets for | | | Observable | | | Inputs | | | | |
| | | Identical | | | Inputs | | | (Level 3) | | | | |
| | | Instruments | | | (Level 2) | | | | | | | |
| | | | | | | | | | | | | |
| | | (Level 1) | | | | | | | | | | |
| | | (in thousands) | |
| Assets | | | | | | | | | | | | || | | |
| Cash | | $ | 632,417 | | | $ | - | | | $ | - | | | $ | 632,417 | |
| Cash equivalents | | | 161,767 | | | | 60,589 | | | | - | | | | 222,356 | |
| Available for sale securities: | | | | | | | | | | | | || | | |
| Corporate debt securities | | | - | | | | 50,856 | | | | - | | | | 50,856 | |
| U.S. Treasury securities | | | - | | | | 39,649 | | | | - | | | | 39,649 | |
| Commercial paper | | | - | | | | 7,159 | | | | - | | | | 7,159 | |
| Debt mutual funds | | | 6,580 | | | | - | | | | - | | | | 6,580 | |
| U.S. government agency securities | | | - | | | | 6,352 | | | | - | | | | 6,352 | |
| Certificates of deposit and time deposits | | | - | | | | 1,740 | | | | - | | | | 1,740 | |
| Non-U.S. government securities | | | - | | | | 535 | | | | - | | | | 535 | |
| Equity securities: | | | | | | | | | | | | || | | |
| Mutual funds | | | 37,518 | | | | - | | | | - | | | | 37,518 | |
| | | | | | | | | | | | | | | | | |
| Total | | $ | 838,282 | | | $ | 166,880 | | | $ | - | | | $ | 1,005,162 | |
| Derivative assets | | | - | | | | 86 | | | | - | | | | 86 | |
| | | | | | | | | | | | | | | | | |
| Total | | $ | 838,282 | | | $ | 166,966 | | | $ | - | | | $ | 1,005,248 | |
| | | | | | | | | | | | | | | | | |
| Liabilities | | | | | | | | | | | | | | | | |
| Derivative liabilities | | | - | | | | 4,215 | | | | - | | | | 4,215 | |
| | | | | | | | | | | | | | | | | |
| Total | | $ | - | | | $ | 4,215 | | | $ | - | | | $ | 4,215 | |
| | | | | | | | | | | | | || | | |
| Reported as follows: | | | | | | | | | | | | | | | | |
| | | | | |
| | | (Level 1) | | | (Level 2) | | | (Level 3) | | | Total | |
| | | (in thousands) | |
| Assets | | | | | | | | | | | | || | | |
| Cash and cash equivalents | | $ | 794,184 | | | $ | 60,589 | | | $ | - | | | $ | 854,773 | |
| Marketable securities | | | - | | | | 39,612 | | | | - | | | | 39,612 | |
| Long-term marketable securities | | | 44,098 | | | | 66,679 | | | | - | | | | 110,777 | |
| Other current assets | | | - | | | | 86 | | | | - | | | | 86 | |
| | | | | | | | | | | | | | | | | |
| Total | | $ | 838,282 | | | $ | 166,966 | | | $ | - | | | $ | 1,005,248 | |
| | | | | | | | | | | | | | | | | |
| Liabilities | | | | | | | | | | | | | | | | |
| Other current liabilities | | $ | - | | | $ | 4,215 | | | $ | - | | | $ | 4,215 | |
| | | | | | | | | | | | | | | | | |
| Total | | $ | - | | | $ | 4,215 | | | $ | - | | | $ | 4,215 | |



| | | | | | | | | | | | | | | | | |

6
5

The carrying amounts and fair values of Teradyne's financial instruments at December 31, 2023 and 2022 were as follows:



| | | | | | | | | | | | | | | | | |
| | | December 31, 2021 | |
| | | Quoted | | | Significant | | | Significant | | | Total | |

| | | December 31, 2023 | | | December 31, 2022 | |
| | | | | | | | | | | | | |
| | | Prices | | | Other | | | Unobservable | | | | |
| | | Carrying Value | | | Fair Value | | | Carrying Value | | | Fair Value | |
| | | | | | | | | | | | | |
| | | in Active | | | Observable | | | Inputs | | | | |
| | | | | | | | | | | | | |
| | | Markets for | | | Inputs | | | (Level 3) | | | | |
| | | | | | | | | | | | | |
| | | Identical | | | (Level 2) | | | | | | | |
| | | | | | | | | | | | | |
| | | Instruments | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | (Level 1) | | | | | | | | | | |
| | | (in thousands) | |
| Assets | | | | | | | | | | | | |
| Cash | | $ | 628,740 | | | $ | - | | | $ | - | | | $ | 628,740 | |
| Cash and cash equivalents | | $ | 757,571 | | | $ | 757,571 | | | $ | 854,773 | | | $ | 854,773 | |
| Cash equivalents | | | 412,212 | | | | 81,247 | | | | - | | | | 493,459 | |
| Marketable securities | | | 179,588 | | | | 179,588 | | | | 150,389 | | | | 150,389 | |
| Available for sale securities: | | | | | | || Derivative assets | | | 18,746 | | | | 18,746 | | | | 86 | | | | 86 | |
| Liabilities | | | - | | | | 189,620 | | | | - | | | |189,620 | | | | | | | |
| U.S. Treasury securities | | | - | | | | 77,789 | | | | - | | | | 77,789 | |
| Derivative liabilities | | | 2,545 | | | | 2,545 | | | | 4,215 | | | | 4,215 | |
| Corporate debt securities | | | - | | | | 56,901 | | | | - | | | | 56,901 | |
| Convertible debt (1) | | | - | | | | - | | | | 50,115 | | | | 139,007 | |



| debt mutual funds | | | 7,971 | | | | - | | | | - | | | | 7,971 | |
(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.

| U.S. government agency securities | | | - | | | | 4,610 | | | | - | | | | 4,610 | |
| Certificates of deposit and time deposits | | | - | | | | 1,356 | | | | - | | | | 1,356 | |
The fair values of accounts receivable, net and accounts payable approximate the carrying amount due to the short-term nature of these instruments.
| Non-U.S. government securities | | | - | | | | 589 | | | | - | | | | 589 | |

| Equity securities: | | | | | | | | | | | | | | | | |
57

| Mutual funds | | | 39,253 | | | | - | | | | - | | | | 39,253 | |
Table of Contents



| | | | | | | | | | | | | | | | | |
The following tables summarize the composition of available-for-sale marketable securities at December 31, 2023 and 2022:



| Total | | $ | 1,088,176 | | | $ | 412,112 | | | $ | - | | | $ | 1,500,288 | |
| Derivative assets | | |- | | | | 92 | | | | - | | | | 92 | |

| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | December 31, 2023 | |
| Total | | $ | 1,088,176 | | | $ | 412,204 | | | $ | - | | | $ | 1,500,380 | |
| | | Available-for-Sale | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | Cost | | | Unrealized | | | Unrealized | | | Fair Market | | | Fair Market | |
| Liabilities | | | | | | | | | | | | | | | | |
| | | | | | Gain | | | (Loss) | | | Value | | | Value of Investments | |
| Derivative liabilities | | | - | | | | 118 | | | | - | | | with Unrealized Losses | |
| | | | | | | | | | | | | | | | | |
| | | (in thousands) | |
| Corporate debt securities | | $ | 56,458 | | | $ | 201 | | | $ | (3,925 | ) | | $ | 52,734 | | | $ | 44,263 | |
| | | | | | | | | | | | | | | | | |
| Reported as follows: | | | | | | | | | | | | | | | | |
| |
| U.S. Treasury securities | | | 45,725 | | | |
14 | | | (Level 1) | | | (Level 2) | | | (Level 3) | | | Total | | | (3,931 | ) | | | 41,808 | | | | 35,080 | |
| Certificates of deposit and time deposits | | | 21,772 | | | | - | | | | - | | | | 21,772 | | | | - | |
| Assets | | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 1,040,952 | | | $ | 81,247 | | | $ | - | | | $ | 1,122,199 | |
| Marketable securities | | | - | | | | 244,231 | | | | - | | | | 244,231 | |

| Long-term marketable securities | | | 47,224 | | | | 86,634 | | | | - | | | | 133,858 | |
| Prepayments | | | - | | | | 92 | | | | - | | | | 92 | |
| Debt mutual funds | | | 9,081 | | | | - | | | | (308 | ) | | | 8,773 | | | | 3,303 | |

| | | | | | | | | | | | | | | | | |

| Total | | $ | 1,088,176 | | | $ | 412,204 | U.S. government agency securities | | | 4,898 | | | $ | - | | | $ | 1,500,380 | |
| | | | | | | | | | | | | | | | | |
| (6 | ) | | | 4,892 | | | | 4,892 | |
| Commercial paper | | | 1,633 | | | | 34 | | | | | | | | |
| Other current liabilities | | $ | - | | | $ | 118 - | | | | 1,667 | | | $ | - | |
| Non-U.S. government securities | | | 810
| $ | 118 | |
| | | | - | | | | - | | | | 810 | | | | - | |
| | | $ | 140,377 | | | $ | 249 | | | $ | (8,170 | ) | | $ | 132,456 | | | $ | 87,538 | |
| | | | | | | | | | | | | | | | | |



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Changes in the fair value of Level 3 contingent consideration for the years ended December 31, 2022 and 2021 were as follows:
Reported as follows:



| | | | | |
| | | Contingent Consideration | |
| | | (in thousands) | |
| Balance at December 31, 2020 | | $ | 7,227 | |

| | | | | | | | | | | | | | | | | | | | | |
| Fair value adjustment (1) | | | (7,227 | ) |
| | | | | |
| Balance at December 31, 2021 | | | - | |
| | | | | |
| Fair value adjustment | | | - | |

| | Cost | | | Unrealized | | | Unrealized | | | Fair Market | | | Fair Market | |
| | | | | |
| Balance at December 31, 2022 | | $ | - | |
| | | | | |

Gain | | | (Loss) | | | Value | | | Value of Investments

| (1) | During the year ended December 31, 2021, the fair Value of contingent consideration for the earn-outs in connection with the acquisition of AutoGuide was reduced to zero, which resulted in a benefit of $7.2 million, primarily due to a decrease in forecasted revenues and earnings before interest and taxes. |

On March 25, 2022, the arbitration claim filed by Industrial Automation LLC, sellers of AutoGuide, against Teradyne alleging non-compliance with the earn-out provisions of the Membership Interests Purchase Agreement, dated as of October 18, 2019, among Industrial Automation LLC, Teradyne and AutoGuide was settled for $26.7 million. As a result, Teradyne has no remaining earn-out obligations.
The carrying amounts and fair values of Teradyne's financial instruments at December 31, 2022 and 2021 were as follows:

| | | | | | | | | | | | | | | | ||
| | | December 31, 2022 | | | December 31, 2021 | |
| | | Carrying Value | | | Fair Value | | | Carrying Value | | | Fair Value | |

| | | | | | | | | | | | | | | with Unrealized Losses | |
| | | (in thousands) | |
| Assets | | | | | | | | | | | | | | | | |
| Marketable securities | | $ | 62,385 | | | $ | 36 | | | $ | (267 | ) | | $ | 62,154 | | | $ | 34,844 | || Cash and cash equivalents | | $ | 854,773 | | | $ | 854,773 | | | $ | 1,122,199 | | | $ | 1,122,199 | |
| Long-term marketable securities | | | 150,389 | | | | 150,389 | | | | 378,089 | | | | 378,089 | |77,992 | | | | 213 | | | | (7,903 | ) | | $ | 70,302 | | | | 52,694 | |
| Derivative assets | | | 86 | | | | 86 | | | | 92 | | | | 92 | |
| Liabilities | | | | | | | | | | | | | | | | |
| Derivative liabilities | | | 4,215 | | | | 4,215 | | | | 118 | | | | 118 | |

| | | $ | 140,377 | | | $ | 249 | | | $ | (8,170 | ) | | $ | 132,456 | | | $ | 87,538 | |



| | | | | | | | | | | | | | | | | |
| Convertible debt (1) | | |50,115 | | | | 139,007 | | | | 108,426 | | | | 604,648 | |
| | | |
| (1) | The carrying value represents the bifurcated debt component only, while the fair value is based on quoted market prices for the convertible note which includes the equity conversion features. |
| | | December 31, 2022 | |The fair values of accounts receivable, net and accounts payable approximate the carrying amount due to the short-term nature of these instruments.

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The following tables summarize the composition of available-for-sale marketable securities at December 31, 2022 and 2021:

| | | | | | | | | | | | | | | | | | | | | |
| | | December 31, 2022 | |
| | | Available-for-Sale | | | | | | | |
| | | Cost | | | Unrealized | | | Unrealized | | | Fair Market | | | Fair Market | |
| | | | | | | | | | | | Market | | | | |
| | | | | | Gain | | | (Loss) | | | Value | | | Value of Investments | |
| | | | | | | | | | | | Value | | | | |
| | | | | | | | | | | | | | | with Unrealized Losses | |
| | | (in thousands) | |
| Corporate debt securities | | $ | 57,006 | | | $ | 3 | | | $ | (6,153 | ) | | $ | 50,856 | | | $ | 50,667 | |
| U.S. Treasury securities | | | 44,030 | | | | - | | | | (4,381 | ) | | | 39,649 | | | | 39,649 | |
| Commercial paper | | | 7,089 | | | | 70 | | | | - | | | | 7,159 | | | | - | |
| Debt mutual funds | | | 6,997 | | | | - | | | | (417 | ) | | | 6,580 | | | | 3,095 | |
| U.S. government agency securities | | | 6,442 | | | | - | | | | (90 | ) | | | 6,352 | | | | 6,352 | |
| Certificates of deposit and time deposits | | | 1,740 | | | | - | | | | - | | | | 1,740 | | | | - | |
| Non-U.S. government securities | | | 535 | | | | - | | | | - | | | | 535 | | | | - | |
| | | | | | | | | | | | | | | | | | | | | |
| | | $ | 123,839 | | | $ | 73 | | | $ | (11,041 | ) | | $ | 112,871 | | | $ | 99,763 | |



| | | | | | | | | | | | | | | | | | | | | |
Reported as follows:



| | | | | | | | | | | | | | | | | | | | | |
| | | Cost | | | Unrealized | | | Unrealized | | | Fair Market | | | Fair Market | |
| | | | | | | | | | | | Market | | | | |
| | | | | | Gain | | | (Loss) | | | Value | | | Value of Investments | |
| | | | | | | | | | | | Value | | | | |
| | | | | | | | | | | | | | | with Unrealized Losses | |
| | | (in thousands) | |
| Marketable securities | | $ | 39,950 | | | $ | 70 | | | $ | (408 | ) | | $ | 39,612 | | | $ | 30,713 | |
| Long-term marketable securities | | | 83,889 | | | | 3 | | | | (10,633 | ) | | $ | 73,259 | | | | 69,050 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | $ | 123,839 | | | $ | 73 | | | $ | (11,041 | ) | | $ | 112,871 | | | $ | 99,763 | |



| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |
As of December 31, 2023, the fair market
| | | | | | Available-for-Sale | | | | | | | |
| | | Cost | | | Unrealized | | | Unrealized | | | Fair | | | fair market | |
| | | | | | | | | | | | Market | | | | |
| | | | | | Gain | | | (Loss) | | | | | | value of investments | |
| | | | | | | | | | | | Value | | | | |
| | | | | | | | | | | | | | | with unrealized losses | |
with unrealized losses less than one year and greater than one year totaled $22.3 million and $65.2 million, respectively.
| | | (in thousands) | |
| Commercial paper | | $ | 189,614 | | | $ | 15 | | | $ | (9 | ) | | $ | 189,620 | | | $ | 22,784 | |
| U.S. Treasury securities | | | 77,707 | | | | 551 | | | | (470 | ) | | | 77,789 | | | | 46,435 | |
| Corporate debt securities | | | 52,266 | | | | 4,863 | | | | (227 | ) | | | 56,901 | | | | 19,422 | |
| Debt mutual funds | | | 7,928 | | | | 43 | | | | - | | | | 7,971 | | | | - | |
| U.S. government agency securities | | | 4,617 | | | | 5 | | | | (12 | ) | | | 4,610 | | | | 3,296 | |
| Certificates of deposit and time deposits | | | 1,356 | | | | - | | | | - | | | | 1,356 | | | | - | |
| Non-U.S. government securities | | | 589 | | | | - | | | | - | | | | 589 | | | | - | |
| | | | | | | | | | | | | | | | | | | | | |
| | | $ | 334,077 | | | $ | 5,477 | | | $ | (718 | ) | | $ | 338,836 | | | $ | 91,937 | |
| | | | | | | | | | | | | | | | | | | | | |
Reported as follows:

| | | | | | | | | | | | | | | | | | | | | |
| | | Cost | | | Unrealized | | | Unrealized | | | Fair | | | Fair Market | |
| | | | | | | | | | | | Market | | | | |
| | | | | | Gain | | | (Loss) | | | | | | Value of Investments | |
| | | | | | | | | | | | Value | | | | |
| | | | | | | | | | | | | | | with Unrealized Losses | |
| | | (in thousands) | |
| Marketable securities | | $ | 244,213 | | | $ | 64 | | | $ | (46 | ) | | $ | 244,231 | | | $ | 54,798 | |
| Long-term marketable securities | | | 89,864 | | | | 5,413 | | | | (672 | ) | | | 94,605 | | | | 37,139 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | $ | 334,077 | | | $ | 5,477 | | | $ | (718 | ) | | $ | 338,836 | | | $ | 91,937 | |
| | | | | | | | | | | | | | | | | | | | | |

As of December 31, 2022, the fair market value of investments with unrealized losses less than one year and greater than one year totaled $66.3 million and $33.4 million, respectively.

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As of December 31, 2021, the fair market value of investments with unrealized losses less than one year and greater than one year totaled $85.4 million and $6.5 million, respectively.
Teradyne reviews its investments to identify and evaluate investments that have an indication of possible impairment. Based on this review, Teradyne determined that the unrealized losses related to these investments at December 31, 2023 and 2022 were not other than temporary.

The contractual maturities of investments in available-for-sale marketable securities held at December 31, 2023 were as follows:



| | | | | | | | | |
| | | Cost | | | Fair Value | |
| | | (in thousands) | |
| Due within one year | | $ | 62,385 | | | $ | 62,154 | |
| Due after 1 year through 5 years | | | 23,703 | | | | 23,319 | |
| Due after 5 years through 10 years | | | 6,049 | | | | 5,735 | |
| Due after 10 years | | | 39,065 | | | | 30,981 | |
| Due after 10 years | | | 39,159 | | | | 32,475 | |
| | | | | | | | | |
| Total | | $ | 116,842 | | | $ | 106,291 | |
| Total | | $ | 131,296 | | | $ | 123,683 | |
| | | | | | | | | |



Contractual maturities of investments in available-for-sale marketable securities held at December 31, 2023 exclude debt mutual funds with the fair market value of $8.8 million as they do not have a contractual maturity date.

Derivatives

Teradyne conducts business in various foreign countries, with certain transactions denominated in local currencies. As a result, Teradyne is exposed to risks relating to changes in foreign currency exchange rates. Teradyne's foreign currency risk management objective is to minimize the effect of exchange rate fluctuations associated with the remeasurement of monetary assets and liabilities denominated in foreign currencies, and changes in its cash inflows attributable to the forecasted cash flows from certain foreign currency denominated revenues.

To minimize the effect of exchange rate fluctuations associated with the remeasurement of monetary assets and liabilities denominated in foreign currencies, Teradyne enters into foreign currency forward contracts. The change in fair value of these derivatives is recorded directly in earnings and is used to offset the change in value of monetary assets and liabilities denominated in foreign currencies.

Teradyne also enters into foreign currency forward and option contracts designated as cash flow hedges to hedge the risk of changes in its cash inflows attributable to changes in foreign currency exchange rates. The cash flow hedges have maturities of less than six months and mature in the period of revenue recognition for certain products and services in backlog and forecasted to be recognized in a future period. Teradyne evaluates cash flow hedges for effectiveness at inception based on the critical terms match method. The hedges are not expected to incur any ineffectiveness however a quarterly qualitative assessment of effectiveness is done to determine if the critical terms match method remains appropriate to use. The change in fair value of the contracts is recorded in accumulated other comprehensive income (loss) and reclassified to earnings at maturity date.

Teradyne does not use derivative financial instruments for speculative purposes.

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At December 31, 2023 and 2022, to hedge certain of its local currency balance sheet assets and liabilities, Teradyne had the following contracts to buy and sell non-U.S. currencies for U.S. dollars and other non-U.S. currencies with the following notional amounts:



| | | | | | | | | || | | | | | | | | | | | | | | | | | | | | | |
| | | Net Notional Value
| ||
| | | December 31, 2022 | | | December 31, 2022 | |
| | | Buy | | | Sell | | | Net | | | Buy | | | Sell | | | Net | |
| | | 2023 | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | Position | | | Position | | | Total | | | Position | | | Position | | | Total | |
| | | (in millions) | |
| Japanese Yen | | $ | (37.1 | ) | | $ |- | | | $ | (37.1 | ) | | $ | (31.4 | ) | |$ | - | | | $ | (31.4 | ) |
| Currency Hedged (Buy/Sell) | | | | | | |
| U.S. dollar/Taiwan dollar | | $ | 42.7 | | | $ | 29.2 | |

| Taiwan Dollar | | | (29.2 | ) | | | - | || | (29.2 | ) | | | (35.1 | ) | | |- | | | | (35.1 | ) |
| U.S. dollar/Danish krone | | | 36.0 | | | | - | |
| U.S. dollar/Japanese yen | | | 11.0 | | | | 37.1 | |

| Korean won | | | (6.4 | ) | | | - | | | | (6.4 | ) | | | (4.2 | ) | | | - | | | | (4.2 | ) |
| U.S. dollar/Korean won | | | 7.2 | | | | 6.4 | |
| British pound sterling | | | (1.2 | ) | | | - | | | | (1.2 | ) | | | (1.8 | ) | | | - | | | | (1.8 | ) |
| U.S. dollar/British pound sterling | | | 1.5 | | | | 1.2 | |
| Euro | | | - | | | | 38.4 | | | | 38.4 | || | - | | | | 44.9 | | | | 44.9 | |
| Euro/U.S. dollar | | | 25.3 | | | | 38.4 | |
| Singapore dollar | | | - | | | | 33.5 | | | | 33.5 | || | - | | | | 61.9 | | | | 61.9 | |
| Singapore dollar/U.S. dollar | | | 16.6 | | | | 33.5 | |
| Philippine Peso | | | - | | | | 2.7 | | | | 2.7 | || | - | | | | 3.9 | | | | 3.9 | |
| Philippine peso/U.S. dollar | | | 10.1 | | | | 2.7 | |
| Chinese yuan/U.S. dollar | | | 1.0 | | | | | 2.2 | || | - | | | | 2.8 | | | | 2.8 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Danish krone/U.S. dollar | | | 0.7 | | | | - | |
| Total | | $ | (73.9 | ) | | $ | 76.8 | | | $ | 2.9 | | | $ | (72.5 | ) | | $ | 113.5 | | | $ | 41.0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| 152.1 | | | | 150.7 | |



The change in the fair value of the outstanding contracts was a loss of $1.8 million and $0.9 million, respectively, at December 31, 2023 and 2022.

Unrealized gains and losses on foreign currency forward contracts and foreign currency remeasurement gains and losses on monetary assets and liabilities are included in other (income) expense, net.

At December 31, 2023 and 2022, Teradyne had the following cash flow hedge contracts to buy and sell non-U.S. currencies for U.S. dollars with the following notional amounts:



| | | | | | | | | || | | | | | | | | | | | | | | |
| | | | | | | | | |
| | | Net Notional Value | |

| | | December 31, 2022 | | | December 31, 2022 | |
| | | Buy | | | Sell | | | Net | | | Buy | | | Sell | | | Net | |
| | | 2023 | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | (in millions) | |
| | | Position | | | Position | | | Total | | | Position | | | Position | | | Total | |
| Currency Hedged (Buy/Sell) | | | | | | |
| U.S. dollar/Japanese yen | | $ | 35.5 | | | $ | 61.2 | |
| Japanese yen | | $ | (23.4 | ) | | $ | 61.2 | || $ | 37.8 | | | $ | - | | | $ | - | | | $ | - | |
| Taiwan dollar | | | (5.5 | ) | | | 10.9 | || | 5.4 | | | | - | | | | - | | | | - | |
| U.S. dollar/Taiwan dollar | | | - | | | | 10.9 | |
| Japanese yen/U.S. dollar | | | - | | | | 23.4 | |

| Taiwan dollar/U.S. dollar | | | - | | | | | | | | | | | | | | | | | | |5.5 | |
| Total | | $ | (28.9 | ) | | $ | 72.1 | | | $ | 43.2 | | | $ | - | | | $ | - | | | $ | - | |
| Total | | $ | 35.5 | | | $ | 101.0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |



The change in the fair value of the outstanding cash flow hedge contracts was a gain of $0.6 million at December 31, 2023 and a loss of $3.2 million at December 31, 2022.

Unrealized gains and losses on foreign currency cash flow hedge contracts are included in accumulated other comprehensive income (loss). At maturity, the gains or losses associated with cash flow hedge contracts are recorded to revenue.



On November 7, 2023, in connection with our agreement to acquire 10% investment in Technoprobe S.p.A we purchased a call option to buy 481.0 million Euros. The expiration date of the option is April 26, 2024. At December 31, 2023, the fair value of the outstanding contract was $17.4 million and an unrealized gain of $7.5 million was recorded in other (income) expense, net.

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The following table summarizes the fair value of derivative instruments as of December 31, 2023 and 2022:



| | | | | | | | | | | || |
| | | Balance Sheet Location | | | December 31, | | | December 31, | |
| | | | |
2023 | | | 2022 | |
| | | | | | (in thousands) | |
| Derivatives not designated as hedging instruments: | | | | | | | | |
| Foreign exchange forward contracts | | Other current assets | | $ | 733 | | | $ | 86 | |
| Foreign exchange option contracts | | Other current assets | | | 17,364 | | | | - | |
| Prepayments | | | $ | 86 | || $ | 92 | |
| Foreign exchange forward contracts | | | Other current liabilities | | | (2,545 | ) | | | (990 | ) |
| Derivatives designated as hedging instruments: | | | | | | | | | | | | |
| Foreign exchange forward contracts | | | Other current liabilities | | | | (3,225 | ) | | | - | |assets | | | 648 | | | | - | |
| Foreign exchange option contracts | | Other current liabilities | | | - | | | | (3,225 | ) |
| Total derivatives | | | | | | $ | (4,129 | ) | | $ | (26 | ) |
| Total derivatives | | | | $ | 16,200 | | | $ | (4,129 | ) |



| | | | | | | | | | | | | |
The following table summarizes the effect of derivative instruments in the statements of operations recognized for the years ended December 31, 2023, 2022, and 2021:



| | | | | | | | | | | | | | | |
| | | Location of (Gains) Losses | | December 31, | | | December 31, | | | December 31, | |
| | | Recognized in Statement | | 2023 | | | 2022 | | | 2021 | |
| | | of Operations | | 2022 | | | 2021 | | | 2020 | |
| | | of Operations | | | | | | | | | |
| | | | | (in thousands) | |
| Derivatives not designated as hedging instruments: | | | | | | | | | | | |
| Foreign exchange forward contracts (1) | | Other (income) expense, net | | $ | (2,482 | ) | | $ | 6,488 | | | $ | 3,515 | |(1,843 | ) | | $ | (2,482 | ) | | $ | 6,488
| Derivatives designated as hedging instruments: | | | | | | | | | | | | | ||
| Foreign exchange option contracts | | Revenue | | | (251 | ) | | | - | | | | - | |Other (income) expense, net | | | (7,464 | ) | | | - | | | | - | |
| Derivatives designated as hedging instruments: | | | | | | | | | | | |
| Total derivatives | | | | $ | (2,733 | ) | | $ | 6,488 | | | $ | 3,515 | |
| Foreign exchange forward and option contracts | | Revenue | | | (3,127 | ) | | | (251 | ) | | | - | |
| Total derivatives | | | | $ | (12,434 | ) | | $ | (2,733 | ) | | $ | 6,488 | |



(1)
The table does not reflect the corresponding gains and losses from the remeasurement of the monetary assets and liabilities denominated in foreign currencies. For the years ended December 31, 2023, 2022 and 2021, net losses (gains) from remeasurement of monetary assets and liabilities denominated in foreign currencies were $10.9 million, $10.8 million, and $(2.1) million, and $2.6 million, respectively.

See Note J: "Debt" regarding derivatives related to the convertible senior notes.

Concentration of Credit Risk

Financial instruments which potentially subject Teradyne to concentrations of credit risk consist principally of cash equivalents, marketable securities, forward currency contracts and accounts receivable. Teradyne's cash equivalents consist primarily of money market funds invested in U.S. Treasuries and government agencies. Teradyne's fixed income available-for-sale marketable securities have a minimum rating of AA by one or more of the major credit rating agencies. Teradyne places foreign currency forward contracts with high credit-quality financial institutions in order to minimize credit risk exposure. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of geographically dispersed customers. Teradyne performs ongoing credit evaluations of its customers' financial condition and from time to time may require customers to provide a letter of credit from a bank to secure accounts receivable. As of December 31, 2023, one customer of our Semiconductor Test segment, Texas Instruments Inc., accounted for 18% of our accounts receivable balance. There were no customers who accounted for more than 10% of our accounts receivable balance as of December 31,
2022.and 2021

I.
LEASES

Teradyne has facility and auto leases, which are accounted for as operating leases. Teradyne's facility leases are primarily used for administrative functions, research and development, manufacturing, and storage and distribution. Remaining lease terms range from less than one year to twelve years.

7
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Table of Contents
For the years ended December 31, 2023, 2022 and 2021, total lease expense was $42.7 million, $40.1 million, and $39.2 2022 2021 and 2020, total lease expense was $40.1 million, $39.2 million, and $38.5 million respectively, and included $15.5 million, $14.1 million, and $12.6 million, and $12.1 million, respectively, of variable lease costs and $1.3 million, $2.0 million, and $1.8 million, and $3.4 million, respectively, of costs related to short-term leases, which are not recorded on the consolidated balance sheets.

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At December 31, 2023, the weighted average remaining lease term and weighted average discount rate for operating leases was 6.3 years and 5.2%, respectively. At December 31, 2022, the weighted average remaining lease term and weighted average discount rate for operating leases was 5.9 years and 4.7%, respectively.

Supplemental cash flows information related to leases was as follows:



| | | | | | | | | | | | | |
| | | For the Years Ended | |
| | | December 31, | | | December 31, | | | December 31, | |
| | | 2023 | | | 2022 | | | 2021 | |
| | | (in thousands) | |
| Cash paid for amounts included in the measurement of lease | | $ | 26,059 | | | $ | 20,775 | | | $ | 24,593 | |
|     liabilities included in operating cash flows: | | $ | 20,775 | | | $ | 24,593 | | | $ | 24,136 | | | | | | | | | | | | |
| Right-of-use assets obtained in exchange for new lease obligations | | | 26,149 | | | | 34,246 | | | | 14,801 | |17,987 | | | | 26,149 | | | | 34,246 | |



Maturities of lease liabilities as of December 31, 2023 were as follows:



| | | | | |
| | | Operating Lease (1) | |
| | | (in thousands) | |
| 2024 | | $ | 21,045 | |
| 2024 | | | 18,239 | |
| 2025 | | | 18,755 | |
| 2026 | | | 15,074 | |
| 2027 | | | 11,733 | |
| 2028 | | | 7,622 | |
| Thereafter | | | 23,906 | |
|      Total lease payments | | | 98,135 | |
| Less imputed interest | | | (15,521 | ) |
|      | | | | |
| Total lease liabilities | | $ | 82,614 | |



(1)
Excludes $2.5 million of lease liabilities classified as liabilities held for sale. See Note E: "Assets held for sale" for additional information.



J.|
DEBT|

Convertible Senior Notes

On December 12, 2016, Teradyne completed a private offering of $460.0 million aggregate principal amount of 1.25% convertible senior unsecured notes (the "Notes") due December 15, 2023 and received net proceeds, after issuance costs, of approximately $450.8 million, $33.0 million of which was used to pay the net cost of the convertible note hedge transactions and $50.1 million of which was used to repurchase 2.0 million shares of Teradyne's common stock under its existing stock repurchase program from purchasers of the Notes in privately negotiated transactions effected through one of the initial purchasers or its affiliates conducted concurrently with the pricing of the Note offering. The Notes will mature on December 15, 2023, unless earlier repurchased or converted. The Notes bear bore interest at a rate of 1.25% per year payable semiannually in arrears on June 15 and December 15 of each year. The notes will be convertible at the option of the noteholders at any time prior to the close of business on the business day immediately preceding September 15, 2023, only under the following circumstances: (1) during any calendar quarter beginning after March 31, 2017 (and only during such calendar quarter), if the closing sale price of Teradyne's common stock, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately

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preceding calendar quarter is greater than 130% of the conversion price on each applicable trading day;
(2)
during the
five
business day period after any
five
consecutive trading day period (the "measurement period") in which the trading price (as defined in the Indenture) per $
1,000
principal amount of Notes for each trading day of the measurement period was less than
98
% of the product of the closing sale price of Teradyne's common stock and the conversion rate on each such trading day; and
(3)
upon the occurrence of specified corporate events. on or after
matured on December 15, 2023. Substantially all of the Notes were converted as of December 15, 2023.
September 15, 2023.
until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Notes at any time, regardless of the foregoing circumstances. Teradyne may satisfy its future conversion obligation by paying cash for the principal amount of the Notes and paying or delivering cash, shares of its common stock or a combination of cash and shares of its common stock, at Teradyne's election for the amount in excess of principal. On November

4
,
2021
, Teradyne made an irrevocable election under the Indenture to require the principal portion of the remaining Notes to be settled in cash. as of December
31

,
2022
, the conversion price was approximately $
31.46
per share of Teradyne's common stock. The conversion rate is subject to adjustment under certain circumstances.

During 2023, twenty three
-
two debt holders elected to convert $50.2 million of debt principal. The conversion of the debt was settled in cash for principal amount and in shares for the excess of conversion value over principal amount. The 1.1 million shares issued to the debt holders were received from exercising the convertible notes hedge call options.

During 2021, sixty
-
four holders converted $343.0 million resulting in a loss of $28.8 million recorded to other (income) expense on the consolidated statement of operations. The amount of the loss was determined using the conversion value of the conversion transactions based on the fair value of debt immediately prior to conversion using an updated remaining expected life of the debt instrument and an updated borrowing rate for a similar debt instrument that does not have an associated convertible feature.
As of February 22, 2023, one hundred and twenty
-
four holders had exercised the option to convert $424.9 million worth of notes.
Concurrent with the offering of the Notes, Teradyne entered into convertible note hedge transactions (the "Note Hedge Transactions") with the initial purchasers or their affiliates (the "Option Counterparties"). The Note Hedge Transactions cover, subject to customary anti-dilution adjustments, the number of shares of the common stock that underlie the Notes.with a strike price equal to the conversion price of the Notes of $31.46. The Note Hedge Transactions cover, subject to customary anti-dilution adjustments, approximately 1.6 million shares of Teradyne's common stock.

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Separately and concurrent with the pricing of the Notes, Teradyne entered into warrant transactions with the Option Counterparties (the "Warrant Transactions") in which it sold net-share-settled (or, at its election subject to certain conditions, cash-settled) warrants to the Option Counterparties. These transactions have been accounted for as an adjustment to our shareholders equity. The Warrant Transactions, which expire between March 18, 2024 and July 10, 2024, currently cover, subject to customary anti-dilution adjustments, approximately 14.7 million shares of common stock. As of December 31, 2023, the strike price of the warrants was approximately $39.40 per share. The strike price is subject to adjustment under certain circumstances. The Warrant Transactions could have a dilutive effect to Teradyne's common stock result in additional shares of Teradyne's common stock being issued to the extent that the market price per share of Teradyne's common stock, as measured under the terms of the Warrant Transactions, exceeds the applicable strike price of the warrants.

The Note Hedge Transactions are expected to reduce the potential dilution to Teradyne's common stock upon any conversion of the Notes. However, the Warrant Transactions could separately have a dilutive effect to the extent that the market value per share of Teradyne's common stock exceeds the applicable strike price of the warrant. The net cost of the Note Hedge Transactions, after being partially offset by the proceeds from the sale of the warrants, was approximately $33.0 million.

In connection with establishing their initial hedge of these convertible note hedge and warrant transactions, the Option Counterparties have entered into various derivative transactions with respect to Teradyne's common stock and/or purchased shares of Teradyne's common stock or other securities, including the Notes, concurrent

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with, or shortly after, the pricing of the Notes. In addition, the Option Counterparties may modify their hedge positions by entering into or unwinding various derivative transactions with respect to Teradyne's common stock or by selling Teradyne's common stock or other securities, including the Notes, in secondary market transactions (and may do so during any observation period related to the conversion of the Notes). These activities could adversely affect the value of Teradyne's common stock and the Notes.

Originally, Teradyne allocated $100.8 million of the $460.0 million principal amount of the Notes to the equity component, which represented a discount to the debt and was amortized to interest expense using the effective interest method through December 2023. Effective January 1, 2022, Teradyne adopted ASC 2020-06 using the modified retrospective method of transition and accounts for the debt as a single liability measured at its amortized cost. As a result of the adoption, Teradyne recorded an increase of $1.4 million to current debt for unsettled shares, an increase of $1.8 million to deferred tax assets, an increase of $6.6 million to long-term debt for unamortized debt discount, and an increase to retained earnings of $94.6 million for the reclassification of the equity component. Mezzanine equity representing unsettled shares value was reduced to zero and additional paid-in capital was reduced by $100.8 million.

Debt issuance fees of approximately $0.1 million at December 31, 2022, are being amortized to interest expense using the effective interest method over the seven-year term of the Notes.
The below tables represent the key components of Teradyne's convertible senior notes:



| | | | | | | | | |
| | | For the Years Ended | |
| | | December 31, | | | December 31, | |
| | | 2023 | | | 2022 | |
| | | (in thousands) | |
| Debt principal | | $ | 50,228 | | | $ | 116,980 | |
| Debt principal | | $ | - | | | $ | 50,228 | |
| Unamortized debt issuance fees (1) | | | - | | | | 8,554 | |
113 | |
| Net carrying amount of convertible debt | | $ | 50,115 | | | $ | 108,426 | |
| | | | | | | | | |
Reported as follows:

| | | | | | | | | |
| | | December 31, | | | December 31, | |
| | | 2022 | | | 2021 | |
| | | (in thousands) | |
| Current debt | | $ | 50,115 | | | $ | 19,182 | |
| Long-term debt | | | - | | | | 89,244 | |
- | | | $ | 50,115 | |
| | | | | | | | | |
| Net carrying amount of convertible debt | | $ | 50,115 | || $ | 108,426 | |



| | | | | | | | | |
| | | | | | | | | |
| | | For the Years Ended | |
| | | December 31, | | | December 31, | |
| | | 2023 | | | 2022 | |
| | | (in thousands) | |
| Contractual interest expense on the coupon | | $ | 312 | | | $ | 732 | |
| Amortization of the issuance fees recognized as interest expense (2) | | | 113 | | | | 11,019 | |
209 | |
| Total interest expense on the convertible debt | | $ | 425 | | | $ | 14,028 | |
| | | | | | | | | |

| (1) | Unamortized debt issuance fees as of December 31, 2021 include unamortized debt discount of $8.0 million, which was eliminated with the adoption of ASU 2020-06 on January 1, 2022. |
| (2) |For the year ended December 31, 2021 includes the amortization of debt discount component, which was eliminated with the adoption of ASU 2020-06 on January 1, 2022. |
941 | |


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As of December 31, 2022, the conversion price was approximately $31.46 per share and if converted the value of the notes was $139.5 million.
Additional conversions of approximately $15.1 million of debt principal will occur in the first quarter of 2023 and the liability is included in current debt.
Teradyne expects to make principal interest payments of $0.4 million in the next 12 months.

Revolving Credit Facility

On May 1, 2020, Teradyne entered into a credit agreement (the "Credit Agreement") with Truist Bank, as administrative agent and collateral agent, and the lenders party thereto. The Credit Agreement provides for a three-year, senior secured revolving credit facility of $400.0 million (the "Credit Facility").

On December 10, 2021, the Credit Agreement was amended to extend maturity date of the Credit Facility to December 10, 2026. On October 5, 2022, the Credit Agreement was amended to increase the amount of the Credit Facility to $750.0 million from $400.0 million.

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The Credit Agreement provides that, subject to customary conditions, Teradyne may seek to obtain from existing or new lenders the available incremental amount under the Credit Facility, not to exceed the greater of $200.0 million or 15% of consolidated EBIDTA. The interest rate applicable to loans under the Credit Facility are, at Teradyne's option, equal to either a base rate plus a margin ranging from 0.00% to 0.75% per annum or SOFR plus a margin ranging from 1.10% to 1.85% per annum, based on the consolidated leverage ratio of Teradyne. In addition, Teradyne will pay a commitment fee on the unused portion of the commitments under the Credit Facility ranging from 0.15% to 0.25% per annum, based on the then applicable consolidated leverage ratio.

Teradyne is not required to repay any loans under the Credit Facility prior to maturity, subject to certain customary exceptions. Teradyne is permitted to prepay all or any portion of the loans under the Credit Facility prior to maturity without premium or penalty, other than customary SOFR breakage costs.

The Credit Agreement contains customary events of default, representations, warranties and affirmative and negative covenants that, among other things, limit Teradyne's ability to sell assets, grant liens on assets, incur other secured indebtedness and make certain investments and restricted payments, all subject to exceptions set forth in the Credit Agreement. The Credit Agreement also requires Teradyne to satisfy two financial ratios measured as of the end of each fiscal quarter; a consolidated leverage ratio and an interest coverage ratio.

The Credit Facility is guaranteed by certain of Teradyne's domestic subsidiaries and collateralized by assets of Teradyne and such subsidiaries, including a pledge of 65% of the capital stock of certain foreign subsidiaries.

As of February 22, 2024, the Credit Agreement was undrawn and Teradyne was in compliance with all covenants under the Credit Agreement.

7
5

K.
| K. | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)|

Changes in accumulated other comprehensive income (loss), which is presented net of tax, consist of the following:



| | | | | | | | | | | | | | | | | | | | | |
| | | Foreign | | | Unrealized | | | Unrealized (Losses) Gains on | | | Retirement | | | Total | |
| | | | | | | | | | | | | | | | |
| | | Currency | | | Gains | | | Losses on | | | Plans Prior | | | | |
| | | Currency | | | Gains (Losses) on | | | Cash Flow Hedges | | | Plans Prior | | | | |
| | | | | | (Losses) on | | | | | | | | | | |
| | | Translation | | | Marketable | | | | | | Service | | | | |
| | | | | | Marketable | | | Hedges | | | | | | | |
| | | Adjustment | | | Securities | | | | | | Credit | | | | |
| | | Adjustment | || | | | | | | Credit | | | | |
| | | | | | Securities | | | ||     | | | | | |
| | | | | | | | | (in thousands) |
| | | (in thousands) | |
| Balance at December 31, 2021, net of tax of $0, $1,055, $0, | | $ | (10,818 | ) | | $ | 3,704 | | | $ | - | | | $ | 1,166 | | | $ | (5,948 | ) |
|     $(1,128), respectively | | | | | | | | | | | | | | |
| | | | | ||
| Balance at December 31, 2020, net of tax of $0, $1,910, $0, $(1,126), respectively | | $ | 25,389 | | | $ | 6,954 | | | $ | - | | | $ | 1,173 | | | $ | 33,516 | |
| Other comprehensive loss before reclassifications, net of tax of | | | (29,031 | ) | | | (12,666 | ) | | | (2,517 | ) | | | - | | | | (44,214 | ) |
|     Other comprehensive loss before reclassifications, net of tax of $0, $(578), $0, $0, respectively | | | (36,207 | ) | | | (2,255 | )|     $0, $(3,388), $(708), $0, respectively | | | | | | | | | | | - | | | | - | | | | | |
| Amounts reclassified from accumulated other comprehensive income, net of tax of $0, $(277), $0, $(2), respectively | | | - | | | | (995 | )| | | - | | | | 301 | | | | - | | | | (7 | ) | | | 294 | |
|     income (loss), net of tax of $0, $25, $0, $(2), respectively | | | | | | | | | | | | | | | | | | | | |
| Net current period other comprehensive loss, net of tax of $0, $(855), $0, $(2), respectively | | | (36,207 | ) | | | (3,250 | ) | | | - | | | | (7 | ) | | | (39,464 | ) | | | | (29,031 | ) | | | (12,365 | ) | | | (2,517 | ) | | | (7 | ) | | | (43,920 | ) |
|     $(3,363), $(708), $(2), respectively | | | | | | | | | | | | | | | | | | | | |
| Balance at December 31, 2022, net of tax of $0, $1,055, $0, $(1,128), respectively | | $ | (10,818 | ) | | $ | 3,704 | | | $ | - | | | $ | 1,166 | | | $ | (5,948 | ) |$(2,308), $(708), | | $ | (39,849 | ) | | $ | (8,661 | ) | | $ | (2,517 | ) | | $ | 1,159 | | | $ | (49,868 | ) |
|     $(1,130), respectively | | | | | | | | | | | | | | | | | | | | |
| Other comprehensive gain before reclassifications, net of tax of $0, $(3,388), $(708), $0, respectively | | | (29,031 | ) | | | (12,666 | ) | | | (2,517 | ) | | | - | | | | (44,214 | ) || | | 17,407 | | | | 2,423 | | | | 5,464 | | | | - | | | | 25,294 | |
|     Amounts reclassified from accumulated other comprehensive income |     $0, $568, $1,537, $0, respectively | | | - | | | | 301 | | | | - | | | | | | | | | |
| Amounts reclassified from accumulated other comprehensive | | | - | | | | 44 | | | | (2,441 | ) | | | (7 | ) | | | (2,404 | ) |
|     (loss), | | | | | | | | | | | | | | | | | | | | |
|     income (loss), net of tax of $0, $12, $(686), $(2),
| net of tax of $0, $25, $0, $(2), respectively | | | | | | | | | | | | | | | | | | | | |
|     respectively | | | | | | | | | | | | | | | | | | | | |
| Net current period other comprehensive loss, net of tax of $0, $(3,363), $(708), $(2), respectively | | | (29,031 | ) | | | (12,365 | ) | | | (2,517 | ) | | | (7 | ) | | | (43,920 | ) |gain (loss), net of tax | | | 17,407 | | | | 2,467 | | | | 3,023 | | | | (7 | ) | | | 22,890 | |
|     of $0 $580, $851, $(2), respectively | | | | | | | | | | | | | | | | | | | | |
| Balance at December 31, 2023, net of tax of $0, $(2,308), $(708), $(1,130), respectively | | $ | (39,849 | ) | | $ | (8,661 | ) | | $ | (2,517 | ) | | $ | 1,159 | | | $ | (49,868 | ) |$(1,728), $143, | | $ | (22,442 | ) | | $ | (6,194 | ) | | $ | 506 | | | $ | 1,152 | | | $ | (26,978 | ) |
|     $(1,132), respectively | | | | | | | | | | | | | | | | | | | | |



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Reclassifications out of accumulated other comprehensive income (loss) to the statements of operations for the years ended December 31, 2023, 2022, and 2021, were as follows:



| | | | | | | | | | | | | | | |
| Details about Accumulated | | For the year | Details about Accumulate Other Comprehensive Income (Loss) Components | | For the years ended | | | Affected Line Item | |
| Other Comprehensive Income | | s | | | | |
| (Loss) | | ended | | | in the Statements ||
| Components | | | | | | |
| | | | | | of Operations ||
| | | December 31, | | | December 31, | | | December 31, | | | | |
| | | 2023 | | | 2022 | | | 2021 | | | |
| | | 2022 | | |2021 | | | 2020 | | | | |
| | | | || (in thousands) | | | | | | | |
| Available-for-sale marketable securities | | | | | ||     | | | | | | | | | |
| Unrealized (losses) gains, net of tax of $(25), $277, $665, respectively | | $ | (301 |) | | $ | 995 | | | $ | 2,365 | | | | Other (income) | |

| | | (in thousands) | | | |
| Available-for-sale marketable securities | | | | | | | | | | | |
| Unrealized (losses) gains, net of tax of $(12), $(25), $277, | | $ | (44 | ) | | $ | (301 | ) | | $ | 995 | | | Other (income) expense, net |
|     respectively | | | | | | | | | | | | | | |
| Cash flow hedges: | | | | | | | | | | | |

| Unrealized gains, net of tax of $686, $0, $0, respectively | | | 2,441 | | | | - | | | | - | | | Revenue |
| Defined benefit pension and postretirement plans: | | | | | | | | | | | |
| Amortization of prior service benefit, net of tax of $2, $2, $2, respectively | | | 7 | | | | 7 | | | | 7 | | | | (a) | ) |
|     respectively | | | | | | | | | | | | | | ||
| Total reclassifications, net of tax of $676, $(23), $279, $667, respectively | | $ | (294 | ) | | $ | 1,002 | | | $ | 2,372 | 2,404 | | | $ | (294 | ) | | $ | 1,002 | | | Net income ||



| | | | | | | | | | | | | | | | | |
(a)
| (a) | The amortization of prior service credit is included in the computation of net periodic pension cost and postretirement benefit; see Note P: "Retirement Plans."|
| L.|
GOODWILL AND INTANGIBLE ASSETS|

Goodwill

Teradyne performs its annual goodwill impairment test as required under the provisions of ASC 350-10, "
Intangibles-Goodwill and Other,"
"Intangibles-Goodwill and Other," on December 31 of each fiscal year unless interim indicators of impairment exist. Goodwill is considered to be impaired when the net book value of a reporting unit exceeds its estimated fair value.

Teradyne has the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If Teradyne determines this is the case, Teradyne is required to perform a quantitative goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized. If Teradyne determines that it is more likely than not that the fair value of the reporting unit is greater than its carrying amounts, the quantitative goodwill impairment test is not required. In performing the quantitative goodwill impairment test, Teradyne determines the fair value of a reporting unit using the results derived from an income approach and a market approach, weighting the fair value determined under each approach to determine an estimated fair value for a reporting unit. The income approach is estimated through the discounted cash flows ("DCF") analysis. Determining fair value requires the exercise of significant judgment, including judgments about appropriate discount rates, perpetual growth rates, and the amount and timing of expected future cash flows. Discount rates are based on a weighted average cost of capital ("WACC"), which represents the average rate a business must pay its providers of debt and equity, plus a risk premium. The WACC used to test goodwill is derived from a group of comparable companies. The cash flows employed in the DCF analysis are derived from internal forecasts and external market forecasts. The market approach estimates the fair value of the reporting unit by utilizing the market comparable method which is based on revenue and earnings multiples from comparable companies. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. If the carrying amount of a reporting unit exceeds its estimated fair value, then the goodwill is written down by the amount that carrying value exceeds the fair value of the reporting unit, but not below zero.

On September 15, 2020, Teradyne announced the appointment of Gregory Smith as President of Teradyne's Robotics reportable segment effective October 1, 2020. With the appointment of Gregory Smith, the Robotics

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reportable segment, which includes UR and MiR
,
is considered one operating segment and one reporting unit. Teradyne performed a goodwill impairment test at the time of the change in operating segments, which indicated the fair value of Teradyne's reporting units exceeded their carrying values.
In the fourth quarter of 2023, Teradyne performed the annual goodwill impairment test, completing a quantitative assessment for the Robotics reporting unit and a qualitative assessment for the Wireless Test and System Test reporting units.
. There was
no
impairment as a result of the annual test performed in the fourth quarter of 2023. Key assumptions in the goodwill valuation model are forecasted revenues, discount rate, earnings before interest and taxes, and revenue multiples from comparable companies. A change in any of these key assumptions could result in the reporting unit being impaired in a future period.

In the fourth quarter of 2022, Teradyne performed the annual goodwill impairment test, completing a quantitative assessment for the Robotics reporting unit and a qualitative assessment for the Wireless Test and System Test reporting units. and qualitative assessment for the
Robotics
reporting unit. There was no impairment as a result of the annual test performed in the fourth quarter of 2022. Key assumptions in the goodwill valuation model are forecasted revenues, discount rate, earnings before interest and taxes, and revenue multiples from comparable companies.A change in any of these key assumptions could result in the reporting unit being impaired in a future period.

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The changes in the carrying amount of goodwill by reportable segments for the years ended December 31, 2023 and 2022 are as follows:



| | | | | | | | | | | | | | | | | | | | | |
| | | Robotics | | | Wireless | | | Semiconductor | | | System | | | Total | |
| | | | | | | | | | | | | | | | |
| | | | | | Test | | | Test | | | Test | | | | |
| | | | | | | | | (in thousands) | | | | | | | |
| | | (in thousands) | |
| Balance at December 31, 2021: | | | | | | | | | | | | | | | ||
| Goodwill | | $ | 405,971 | | | $ | 361,819 | | | $ | 262,101 | | | $ | 158,699 | | | $ | 1,216,425 | |
| Accumulated impairment losses | | | - | | | | (353,843 | ) | | | (260,540 | ) | | | (148,183 | ) | | | (762,566 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| | | | 433,752 | | | | 7,976 | | | | 1,615 | | | | 10,516 | | | | 453,859 | |
| Foreign currency translation adjustment | | | (27,781 | ) | | | - | | | | (54 | ) | | | - | | | | (27,835 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Balance at December 31, 2021: | | | | | | | | | | | | | | | | | | | | |
| Goodwill | | | 405,971 | | | | 361,819 | | | | 262,101 | | | | 158,699 | | | | 1,188,590 | |
| Accumulated impairment losses | | | - | | | | (353,843 | ) | | | (260,540 | ) | | | (148,183 | ) | | | (762,566 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| | | | 405,971 | | | | 7,976 | | | | 1,561 | | | | 10,516 | | | | 426,024 | |
| Foreign currency translation adjustment | | | (22,805 | ) | | | - | | | | (24 | ) | | | - | | | | (22,829 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Balance at December 31, 2022: | | | | | | | | | | | | | | | | | | | | |
| Goodwill | | | 383,166 | | | | 361,819 | | | | 262,077 | | | | 158,699 | | | | 1,165,761 | |
| Accumulated impairment losses | | | - | | | | (353,843 | ) | | | (260,540 | ) | | | (148,183 | ) | | | (762,566 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| | | | 383,166 | | | | 7,976 | | | | 1,537 | | | | 10,516 | | | | 403,195 | |
| Foreign currency translation adjustment | | | 12,297 | | | | - | | | | 160 | | | | - | | | | 12,457 | |
| Balance at December 31, 2023: | | | | | | | | | | | | | | | |
| Goodwill | | | 395,463 | | | | 361,819 | | | | 262,237 | | | | 158,699 | | | | 1,178,218 | |
| | $ | 383,166 | | | $ | 7,976 | | | $ | 1,537 | | | $ | 10,516 | | | $ | 403,195 | |
| Accumulated impairment losses | | | - | | | | (353,843 | ) | | | (260,540 | ) | | | (148,183 | ) | | | (762,566 | ) |
| | | $ | 395,463 | | | $ | 7,976 | | | $ | 1,697 | | | $ | 10,516 | | | $ | 415,652 | |



Intangible Assets

Teradyne reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate.

There were no events or circumstances indicating that the carrying value of intangible and long-lived assets may not be recoverable in 2023, 2022 and 2021.

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Amortizable intangible assets consist of the following and are included in intangible assets, net on the balance sheets:



| | | | | | | | | | | | | | | | | |
| | | December 31, 2023 | |
| | | Gross | | | Accumulated | | | Foreign Currency Translation Adjustment | | | Net | |
| | | Carrying | | | Amortization (1) | | | | | | Carrying | |
| | | Carrying | | | Amortization (1) | | | Translation | | |Carrying | || | | Amount (1) | | | | | | | | | Amount | |
| | | (in thousands) | |

| | | | | | | | | Adjustment | | | | |
| Developed technology | | $ | 267,706 | | | $ | (243,191 | ) | | $ | (5,343 | ) | | $ | 19,172 | |
| Customer relationships | | | 52,109 | | | | (47,850 | ) | | | 232 | | | | 4,491 | |
| Tradenames and trademarks | | | 59,007 | | | | (46,021 | ) | | | (1,245 | ) | | | 11,741 | |
| Total intangible assets | | $ | 378,822 | | | $ | (337,062 | ) | | $ | (6,356 | ) | | $ | 35,404 | |



| | | | | | | | | | | | | | | | | |
| | | December 31, 2022 | |
| | | Gross | | | Accumulated | | | Foreign Currency Translation Adjustment | | | Net | |
| | | Carrying | | | Amortization (1) | | | | | | Carrying | |
| | | Amount (1) | | | | | | | | | Amount | |
| | | (in thousands) | |
| Developed technology | | $ | 270,967 | | | $ | (234,208 | ) | | $ | (5,935 | ) | | $ | 30,824 | |
| Customer relationships | | | 57,739 | | | | (51,186 | ) | | | 172 | | | | 6,725 | |
| Tradenames and trademarks | | | 59,387 | | | | (41,930 | ) | | | (1,528 | ) | | | 15,929 | |
| | | | | | | | | | | | | | | | | |
| Total intangible assets | | $ | 388,093 | | | $ | (327,324 | ) | | $ | (7,291 | ) | | $ | 53,478 | |



| | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | |
| | | December 31, 2021 | |
| | | Gross | | | Accumulated | | | Foreign Currency | | | Net | |
| | | | | | | | | Translation | | | | |
| | | Carrying | | | Amortization | | | Adjustment | | | Carrying | |
| | | | | | | | | | | | | |
| | | Amount | | | | | | | | | Amount | |
| | | (in thousands) | |
| Developed technology | | $ | 272,547 | | | $ | (223,413 | ) | | $ | (4,093 | ) | | $ | 45,041 | |
| Customer relationships | | | 57,739 | | | | (48,921 | ) | | | 209 | | | | 9,027 | |
| Tradenames and trademarks | | | 59,387 | | | | (37,237 | ) | | | (583 | ) | | | 21,567 | |
| | | | | | | | | | | | | | | | | |
| Total intangible assets | | $ | 389,673 | | | $ | (309,571 | ) | | $ | (4,467 | ) | | $ | 75,635 | |
(1)
| | | | | | | | | | | | | | | | | |

In 2023 and 2022, $9.3 million and $1.6 million, respectively, of amortizable intangible assets became fully amortized and have been eliminated from the gross carrying amount and accumulated amortization.|

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Aggregate intangible assets amortization expense for the years ended December 31, 2023, 2022, and 2021, was $19.0 million, $19.3 million, and $21.5 2022, 2021, and 2020, was $19.3 million, $21.5 million, and $30.8 million, respectively. Estimated intangible assets amortization expense for each of the five succeeding fiscal years is as follows:



| | | | | |
| Year | | Amortization Expense | |
| | | (in thousands) | |
| 2024 | | $ | 18,983 | |
| 2025 | | | 11,402 | |
| 2026 | | | 2,390 | |
| 2027 | | | 1,173 | |
| 2028 | | | 1,092 | |
| Thereafter | | | 364 | |



| M.|
COMMITMENTS AND CONTINGENCIES|

Purchase Commitments

As of December 31, 2023, Teradyne had entered into non-cancelable purchase commitments for certain components and materials. The purchase commitments covered by the agreements aggregate to approximately $414.4 million, of which $379.1 million is for less than one year.

Legal Claims

Teradyne is subject to various legal proceedings and claims which have arisen in the ordinary course of business such as, but not limited to, patent, employment, commercial and environmental matters. Teradyne believes that it has meritorious defenses against all pending claims and intends to vigorously contest them. While

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it is not possible to predict or determine the outcomes of any pending claims or to provide possible ranges of losses that may arise, Teradyne believes the potential losses associated with all of these actions are unlikely to have a material adverse effect on its business, financial position or results of operations.

On March 8, 2021, Industrial Automation LLC, sellers of AutoGuide, submitted a demand for arbitration against Teradyne and AutoGuide in Wilmington, Delaware alleging that Teradyne and AutoGuide breached certain provisions of the Membership Interests Purchase Agreement (the "Purchase Agreement"), dated as of October 18, 2019, among Industrial Automation LLC, Teradyne and AutoGuide. The arbitration demand sought full acceleration of the maximum earn-out amount payable under the Purchase Agreement, or $106.9 million, for the alleged breach of the earn-out provisions of the Purchase Agreement. On March 25, 2022, the arbitration claim was settled for $26.7 million. As a result, Teradyne has no remaining earn-out obligations.

Guarantees and Indemnification Obligations

Teradyne provides indemnification, to the extent permitted by law, to its officers, directors, employees and agents for liabilities arising from certain events or occurrences, while the officer, director, employee, or agent, is or was serving, at Teradyne's request in such capacity. Teradyne may enter into indemnification agreements with certain of its officers and directors. With respect to acquisitions, Teradyne provides indemnifications to or assumes indemnification obligations for the current and former directors, officers and employees of the acquired companies in accordance with the acquired companies' by-laws and charter. As a matter of practice, Teradyne has maintained directors' and officers' liability insurance coverage including coverage for directors and officers of acquired companies.

Teradyne enters into agreements in the ordinary course of business with customers, resellers, distributors, integrators and suppliers. Most of these agreements require Teradyne to defend and/or indemnify the other party against intellectual property infringement claims brought by a third party with respect to Teradyne's products. From time to time, Teradyne also indemnifies customers and business partners for damages, losses and liabilities they may suffer or incur relating to personal injury, personal property damage, product liability, breach of confidentiality obligations and environmental claims relating to the use of Teradyne's products and services or resulting from the acts or omissions of Teradyne, its employees, authorized agents or subcontractors. On occasion, Teradyne has also provided guarantees to customers regarding the delivery and performance of its products in addition to the warranty described below.

As a matter of ordinary course of business, Teradyne warrants that its products will substantially perform in accordance with its standard published specifications in effect at the time of delivery. Most warranties have a one-year duration commencing from installation. A provision is recorded upon revenue recognition to cost of revenues for estimated warranty expense based upon historical experience. When Teradyne receives revenue for extended warranties beyond the standard duration, the revenue is deferred

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and recognized on a straight-line basis over the contract period. Related costs are expensed as incurred. As of December 31, 2023 and 2022, Teradyne had a product warranty accrual of $15.7 million and $14.2 million, respectively, included in other accrued liabilities, and revenue deferrals related to extended warranties of $34.9 million and $56.2 million, respectively, included in short and long-term deferred revenue and customer advances.

In addition, in the ordinary course of business, Teradyne provides minimum purchase guarantees to certain vendors to ensure continuity of supply against the market demand. Although some of these guarantees provide penalties for cancellations and/or modifications to the purchase commitments as the market demand decreases, most of the guarantees do not. Therefore, as the market demand decreases, Teradyne re-evaluates these guarantees and determines what charges, if any, should be recorded.

With respect to its agreements covering product, business or entity divestitures and acquisitions, Teradyne provides certain representations, warranties and covenants to purchasers and agrees to indemnify and hold such purchasers harmless against breaches of such representations, warranties and covenants. Many of the

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indemnification claims have a definite expiration date while some remain in force indefinitely. With respect to its acquisitions, Teradyne may, from time to time, assume the liability for certain events or occurrences that took place prior to the date of acquisition.

As a matter of ordinary course of business, Teradyne occasionally guarantees certain indebtedness obligations of its subsidiary companies, limited to the borrowings from financial institutions, purchase commitments to certain vendors, and lease commitments to landlords.

Based on historical experience and information known as of December 31, 2023, and 2022, except for product warranty, Teradyne has not recorded any liabilities for these guarantees and obligations because the amount would be immaterial.

| N.|
NET INCOME PER COMMON SHARE|

The following table sets forth the computation of basic and diluted net income per common share:



| | | | | | | | | | | | | |
| | | 2022 | | | 2021 | | | 2020 | |
| | | 2023 | | | 2022 | | | 2021 | |
| | | (in thousands, except per share amounts) | |
| Net income for basic and diluted net income per share | | $ | 715,501 | | | $ | 1,014,589 | | | $ | 784,147 | |448,752 | | | $ | 715,501 | | | $ | 1,014,589 | |
| | | | | | | | | | | | | |
| Weighted average common shares-basic | | | 158,434 | | | | 164,960 | | | | 166,120 | |154,310 | | | | 158,434 | | | | 164,960 | |
| Effect of dilutive potential common shares: | | | | | | | | | || | |
| Convertible note hedge warrant shares (1) | | | 8,806 | | | | 9,956 | | | | 6,989 | |8,897 | | | | 8,806 | | | | 9,956 | |
| Incremental shares from assumed conversion of convertible notes (2) | | | 1,763 | | | | 7,435 | | | | 8,528 | |633 | | | | 1,763 | | | | 7,435 | |
| Restricted stock units | | | 423 | | | | 657 | | | | 1,180 | |
| Stock options | | | 34 | | | | 52 | | | | 86 | |
| Employee stock purchase rights | | | 7 | | | | 22 | | | | 10 | |
8 | |
| Dilutive potential common shares | | | 11,300 | | | | 18,665 | | | | 16,922 | |9,994 | | | | 11,300 | | | | 18,665 | |
| | | | | | | | | | | | | |
| Weighted average common shares-diluted | | | 169,734 | | | | 183,625 | | | | 183,042 | |
164,304 | | | | 169,734 | | | | 183,625 | |
| Net income per common share-basic | | $ | 4.52 | | | $ | 6.15 | | | $ | 4.72 | |2.91 | | | $ | 4.52 | | | $ | 6.15 | |
| | | | | | | | | | | | | |
| Net income per common share-diluted | | $ | 2.73 | | | $ | 4.22 | | | $ | 5.53 | |



(1)
| (1) | Convertible notes hedge warrant shares were calculated using the difference between the average Teradyne stock price for the period and the warrant price, multiplied by the number of warrant shares. The result of this calculation, representing the total intrinsic value of the warrant, was divided by the average Teradyne stock price for the period.|
| (2)|
Incremental shares from the assumed conversion of the convertible notes was calculated using the difference between the average Teradyne stock price for the period and the conversion price, multiplied by the number of convertible notes shares. The result of this calculation, representing the total intrinsic value of the convertible debt, was divided by the average Teradyne stock price for the period.|

The computation of diluted net income per common share for 2023 excludes the effect of the potential exercise of stock options to purchase approximately 0.1 million shares and restricted stock units to purchase approximately 0.1 million shares because the effect would have been anti-dilutive.

The computation of diluted net income per common share for 2022 excludes the effect of the potential exercise of stock options to purchase approximately 0.1 million shares and restricted stock units to purchase approximately 0.4 million shares because the effect would have been anti-dilutive.

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O.|
RESTRUCTURING AND OTHER|

During the year ended December 31, 2023, Teradyne recorded $14.7 million of severance charges related to headcount reductions of 215 people primarily in Semiconductor Test and Robotics, which included charges related to a voluntary early retirement program for employees meeting certain conditions, a $3.1 million of acquisition and divestiture expenses related to Technoprobe transaction, a $1.5 million contract termination charge, and a charge of $1.1 million for an increase in environmental liability.

During the year ended December 31, 2022, Teradyne recorded a charge of $14.7 million related to the arbitration claim filed against Teradyne and AutoGuide related to an earn-out dispute, which was settled on March 25, 2022 for $26.7 million, $2.9 million of severance charges primarily in Robotics, and a charge of $2.7 million for an increase in environmental and legal liabilities, partially offset by a $3.4 million gain on sale of asset.

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During the year ended December 31, 2021, Teradyne recorded a charge of $12.0 million related to the arbitration claim filed against Teradyne and AutoGuide related to an earn-out dispute, $1.5 million of severance charges primarily in Robotics, $0.5 million of acquisition related compensation and expenses, and $2.5 million for other expenses, offset by a $7.2 million gain for the decrease in the fair value of the AutoGuide contingent consideration liability.

During the year ended December 31, 2020, Teradyne recorded a $19.7 million gain for the decrease in the fair value of the AutoGuide contingent consideration liability, and a $3.5 million gain for the decrease in the fair value of the MiR contingent consideration liability, partially offset by a charge of $4.0 million for contract termination settlement, $2.5 million of acquisition related compensation and expenses, $2.3 million of severance charges primarily in Robotics, and $1.2 million of other expenses.
P.
| P. | RETIREMENT PLANS|

ASC 715,
ASC 715, "Compensation-Retirement Benefits,"
"
Compensation-Retirement Benefits,"
"
requires an employer with defined benefit plans or other postretirement benefit plans to recognize an asset or a liability on its balance sheet for the overfunded or underfunded status of the plans as defined by ASC 715. The pension asset or liability represents a difference between the fair value of the pension plan's assets and the projected benefit obligation at December 31. Teradyne uses a December 31 measurement date for all of its plans.

Defined Benefit Pension Plans

Teradyne has defined benefit pension plans covering a portion of domestic employees and employees of certain non-U.S. subsidiaries. Benefits under these plans are based on employees' years of service and compensation. Teradyne's funding policy is to make contributions to the plans in accordance with local laws and to the extent that such contributions are tax deductible. The assets of these plans consist primarily of fixed income and equity securities. In addition, Teradyne has an unfunded supplemental executive defined benefit plan in the United States to provide retirement benefits in excess of levels allowed by the Employment Retirement Income Security Act ("ERISA") and the Internal Revenue Code (the "IRC"), as well as unfunded qualified foreign plans.

In 2023, Teradyne's projected benefit obligations increased primarily due to actuarial losses of approximately $6.0 million across all pension plans from increases in discount rates, and approximately $1.0 million of losses from foreign exchange effects for foreign plans. In 2022, Teradyne's projected benefit obligations decreased primarily due to actuarial gains of approximately $59.1 million across all pension plans from increases in discount rates, and approximately $3.1 million gain from foreign exchange effects for foreign plans.

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The December 31 balances of these defined benefit pension plans assets and obligations are shown below:



| | | | | | | | | | | | | | | | | |
| | | 2023 | | | 2022 | |
| | | United States | | | Foreign | | | United States | | | Foreign | |
| | | (in thousands) | |
| Assets and Obligations | | | | | | | | | | | | || | | |
| Change in benefit obligation: | | | | | | | | | | | | |
| Projected benefit obligation: | | | | | | | | | | | | |
| Beginning of year | | $ | 192,472 | | | $ | 45,774 | | | $ | 202,233 | | | $ | 50,988 | |
| Beginning of year | | $ | 143,814 | | | $ | 29,935 | | | $ | 192,472 | | | $ | 45,774 | |
| Service cost | | | 1,063 | | | | 446 | | | | 1,588 | | | | 784 | |
| Interest cost | | | 6,888 | | | | 1,057 | | | | 4,886 | | | | 482 | |
| Actuarial (gain) loss | | | (45,932 | ) | | | (13,181 | ) | | | (6,432 | ) | | | (2,257 | ) |
| Actuarial loss (gain) | | | 3,229 | | | | 2,738 | | | | (45,932 | ) | | | (13,181 | ) |
| Benefits paid | | | (10,807 | ) | | | (947 | ) | | | (9,200 | ) | | | (863 | ) |
| Liability (gain) loss due to settlement | | | - | | | | (254 | ) | | | - | | | | - | |
| Non-U.S. currency movement | | | - | | | | (3,061 | ) | | | - | | | | (3,310 | ) |1,009 | | | | - | | | | (3,061 | ) |
| | | | | | | | | | | | | | | | | |
| End of year | | | 143,814 | | | | 29,935 | | | | 192,472 | | | | 45,774 | |
| | | | | | | | | | | | | | | | | |
| End of year | | | 144,187 | | | | 33,984 | | | | 143,814 | | | | 29,935 | |
| Change in plan assets: | | | | | | | | | | | | || | | |
| Fair value of plan assets: | | | | | | | | | | | | |
| Beginning of year | | | 149,578 | | | | 2,017 | | | | 158,855 | | | | 1,856 | |
| Beginning of year | | | 111,760 | | | | 2,087 | | | | 149,578 | | | | 2,017 | |
| Actual return on plan assets | | | (31,835 | ) | | | 153 | | | | (3,217 8,613 | | | | 43 | | | | (31,835 | ) | | | 153 | |
| Company contributions | | | 3,217 | | | | 949 | | | | 3,276 | | | | 1,022 | |
| Company contributions | | | 3,051 | | | | 1,028 | | | | 3,217 | | | | 949 | |
| Benefits paid | | | (10,807 | ) | | | (947 | ) | | | (9,200 | ) | | | (863 | ) |
| Settlements gain | | | - | | | | (254 | ) | | | - | | | | - | |
| Non-U.S. currency movement | | | - | | | | (28 | ) | | | - | | | | (169 | ) |
| End of year | | | 111,760 | | | | 2,087 | | | | 149,578 | | | | 2,017 | |
| End of year | | | 112,617 | | | | 1,929 | | | | 111,760 | | | | 2,087 | || | | | | | | | | | | | | | | | | |
| Funded status | | $ | (32,054 | ) | | $ | (27,848 | ) | | $ | (42,894 | ) | | $ | (43,757 | ) |
| Funded status | | $ | (31,570 | ) | | $ | (32,055 | ) | | $ | (32,054 | ) | | $ | (27,848 | ) |



| | | | | | | | | | | | | | | | | |
The following table provides amounts recorded within the account line items of the statements of financial position as of December 31:



| | | | | | | | | | | | | | | | | |
| | | 2023 | | | 2022 | |
| | | United States | | | Foreign | | | United | | | Foreign | |
| | | | | | | | | | | | | |
States | | | Foreign | ||
| | | (in thousands) | |
| Retirement plans assets | | $ | 11,504 | | | $ | - | | | $ | 11,761 | | | $ | - | |
| Accrued employees' compensation and withholdings | | | (3,055 | ) | | | (1,191 | ) | | | (3,288 | ) | | | (936 | ) |(3,110 | ) | | | (1,255 | ) | | | (3,055 | ) | | | (1,191 | ) |
| Retirement plans liabilities | | | (40,760 | ) | | | (26,657 | ) | | | (54,716 | ) | | | (42,821 | ) |(39,964 | ) | | | (30,800 | ) | | | (40,760 | ) | | | (26,657 | ) |
| | | | | | | | | | | | | | | | | |
| Funded status | | $ | (32,054 | ) | | $ | (27,848 | ) | | $ | (42,894 | ) | | $ | (43,757 | ) |
| Funded status | | $ | (31,570 | ) | | $ | (32,055 | ) | | $ | (32,054 | ) | | $ | (27,848 | ) |



| | | | | | | | | | | | | | | | | |
The accumulated benefit obligation for the United States defined benefit pension plans was $140.6 million and $187.5 million at December 31, 2022 and 2021, $142.2 million and $140.6 million at December 31, 2023 and 2022, respectively. The accumulated benefit obligation for foreign defined benefit pension plans was $32.6 million and $28.6 million at December 31, 2023 and 2022, respectively.

Information for pension plans with an accumulated benefit obligation in excess of plan assets as of December 31:



| | | | | | | | | | | | | | | | | |
| | | 2023 | | | 2022 | |
| | | United States | | | Foreign | | | United States | | | Foreign | |
| | | States | | | | | | States | | | | |
| | | (in millions) | |
| Projected benefit obligation | | $ | 43.1 | | | $ | 34.0 | | | $ | 43.8 | | | $ | 29.9 | |
| Accumulated benefit obligation | | | 42.6 | | | | 32.5 | | | | 42.3 | | | | 28.6 | |
| Fair value of plan assets | | | - | | | | 1.9 | | | | - | | | | 2.1 | |



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Expense

For the years ended December 31, 2023, 2022, and 2021, Teradyne's net periodic pension cost (income) cost was comprised of the following:



| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2022 | | | 2021 | | | 2020 | |
| | | 2023 | | | 2022 | | | 2021 | |
| | | United | | | Foreign | | | United | | | Foreign | | | United | | | Foreign | |
| | | | | | | | | | | | | | | | | | | |
| | | States | | | | | | States | | | | | | States | | | | |
| | | (in thousands) | |
| Components of Net Periodic Pension Cost (Income): | | | | | | | | | | | | | || | |
| Service cost | | $ | 1,063 | | | $ | 446 | | | $ | 1,588 | | | $ | 784 | | | $ | 1,784 | | | $ | 941 | |
| Interest cost | | | 6,888 | | | | 1,057 | | | | 4,886 | | | | 482 | | | | 4,427 | | | | 337 | |
| Expected return on plan assets | | | (5,194 | ) | | | (45 | ) | | | (2,927 | ) | | | (75 | ) | | | (3,858 | ) | | | (67 | ) |
| Net actuarial(gain) loss | | | (11,170 | ) | | | (13,259 | ) | | | 643 | | | | (2,223 | ) | | | 6,463 | | | | 2,949 | |
| Net actuarial loss (gain) | | | 18 | | | | 2,735 | | | | (11,170 | ) | | | (13,259 | ) | | | 643 | | | | (2,223 | ) |
| Settlement (gain) loss | | | (209 | ) | | | 5 | | | | - | | | | - | | | | (204 | ) | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Total net periodic pension (income) cost | | $ | (7,623 | ) | | $ | (12,068 | ) | | $ | 2,792 | | | $ | (1,012 | ) | | $ | 9,617 | | | $ | 4,307 | |
| Total net periodic pension cost (income) | | $ | 2,566 | | | $ | 4,198 | | | $ | (7,623 | ) | | $ | (12,068 | ) | | $ | 2,792 | | | $ | (1,012 | ) |



Weighted Average Assumptions to Determine Net Periodic Pension Cost at January 1:



| | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted Average Assumptions to Determine Net Periodic Pension Cost at January 1:

| | | | | | | | | | || | | | | | | | | | | | | | |
| | | 2023 | | | 2022 | | | 2021 | |
| | | United | | | Foreign | | | United | | | Foreign | | | United | | | Foreign | |

| | | 2022 | | | 2021 | | | 2020 | |
| | | United States | | | Foreign | | | United States | | | Foreign | | | United States | | | Foreign | |
| | | States | | | | | | States | | | | | | States | | | | |
| Discount rate | | | 3.5 | % | | | 3.5 | % | | | 2.5 | % | | | 1.1 | % | | | 2.2 | % | | | 0.7 | % |
| Expected return on plan assets | | | 4.8 | | | | 1.8 | | | | 2.0 | | | | 4.0 | | | | 2.4 | | | | 3.5 | |
| Salary progression rate | | | 2.4 | | | | 2.1 | | | | 2.4 | | | | 2.2 | | | | 2.4 | | | | 2.3 | |



Weighted Average Assumptions to Determine Pension Obligations at December 31:



| | | | | | | | | | | | | | | | | |
| | | 2023 | | | 2022 | |
| | | United States | | | Foreign | | | United States | | | Foreign | |
| | | States | | | | | | States | | | | |
| Discount rate | | | 4.7 | % | | | 3.0 | % | | | 4.9 | % | | | 3.5 | % |
| Salary progression rate | | | 2.5 | | | | 2.4 | | | | 2.5 | | | | 2.1 | |



In developing the expected return on plan assets assumption, Teradyne evaluates input from its investment manager and pension consultants, including their forecast of asset class return expectations. Teradyne believes that 4.75% was an appropriate rate to use for fiscal year 2023 for the U.S. Qualified Pension Plan ("U.S. Plan").

Teradyne recognizes net actuarial gains and losses and the change in the fair value of the plan assets in its operating results in the year in which they occur or upon any interim remeasurement of the plans. Teradyne calculates the expected return on plan assets using the fair value of the plan assets. Actuarial gains and losses are generally measured annually as of December 31 and, accordingly, recorded during the fourth quarter of each year or upon any interim remeasurement of the plans.

The discount rate utilized to determine future pension obligations for the U.S. Plan is based on FTSE Pension Index adjusted for the plan's expected cash flows and was 4.7% at December 31, 2023, down from 4.9% at December 31, 2022.

Plan Assets

As of December 31, 2023, the fair value of Teradyne's pension plans' assets totaled $114.5 million, of which $112.6 million was related to the U.S. Plan and $1.9 million was related to the Taiwan defined benefit pension plan. Substantially all of Teradyne's pension plans' assets are held in individual trusts, which were established for the investment of assets of Teradyne's sponsored retirement plans.

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The following table provides weighted average pension asset allocation by asset category at December 31, 2023 and 2022:



| | | | | | | | | | | | | | | | | |
| | | 2023 | | | 2022 | |
| | | United States | | | Foreign | | | United | | | Foreign | |
| | | States | | | | | | States | | | | |
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 | % |



| | | | | | | | | | | | | | | | | |
The assets of the U.S. Plan are overseen by the Teradyne Fiduciary Committee which is comprised of members of senior management drawn from appropriate diversified levels of the management team. The Fiduciary Committee is responsible for setting the policy that provides the framework for management of the U.S. Plan assets. In accordance with its responsibilities, the Fiduciary Committee meets on a regular basis to review the performance of the U.S. Plan assets and compliance with the investment policy. The policy sets forth an investment structure for managing U.S. Plan assets, including setting the asset allocation ranges, which are expected to provide an appropriate level of overall diversification required to maximize the long-term return on plan assets for a prudent and reasonable level of risk given prevailing market conditions, total investment return over the long term, and preservation of capital, while maintaining sufficient liquidity to pay the benefits of the U.S. Plan. The investment portfolio will not, at any time, have a direct investment in Teradyne stock. It may have indirect investment in Teradyne stock, if one of the funds selected by the investment manager invests in Teradyne stock. In developing the asset allocation ranges, third party asset allocation studies are periodically performed that consider the current and expected positions of the plan assets and funded status. Based on this study and other appropriate information, the Fiduciary Committee establishes asset allocation ranges taking into account acceptable risk targets and associated returns. The investment return objectives are to avoid excessive volatility and produce a rate of return that at least matches the Policy Index identified below. The manager's investment performance is reviewed at least annually. Results for the total portfolio and for each major category of assets are evaluated in comparison with appropriate market indices and the Policy Index.

The target asset allocation and the index for each asset category for the U.S. Plan, per the investment policy, are as follows:



| | | | | | | |
| Asset Category: | | Policy Index: | | Target | |
| | | | | | |
| | | | | Allocation | |
| U.S. corporate fixed income | | Bloomberg Barclays U.S. Corporate A or Better Index, 20+ Year Index | | | 43 | % |
| U.S. corporate fixed income | | Bloomberg U.S. Corporate A or Better Index, 5- 20 Year Index | | | 32 | |
| U.S. government fixed income | | Bloomberg Barclays U.S. Long Government Bond Index | | | 14 | |U.S. 3 - 10 year Treasury Bond Index | | | 14 | |
| Global equity | | MSCI World Minimum Volatility Index | | | 5 | |
| High yield fixed income | | Bloomberg Barclays U.S. Corporate High Yield Index | | | 5 | |
| High yield fixed income | | ICE BofA BB-B U.S. High Yield Constrained Index | | | 5 | |
| Cash | | Citigroup Three Month U.S. Treasury Bill | | | 1 | |
| Cash | | ICE BofA 3-Month Treasury Bill Index | | | 1 | |



| | | | | | | |
| | | Index | | | | |
Teradyne's U.S. Plan invests primarily in common trust funds. Units held in the common trust funds are valued at the unit price as reported by the investment manager based on the asset value of the underlying investments; underlying investments in equity securities are valued at the last reported sales price, and underlying investments in fixed-income securities are generally valued using methods based upon market transactions for comparable securities.

During the years ended December 31, 2023 and December 31, 2022, there were no transfers of pension assets in or out of Level 1, Level 2, and Level 3.

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The fair value of pension plan assets by asset category and by level at December 31, 2023 and December 31, 2022 were as follows:



| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | December 31, 2023 | |
| | | United States | | | Foreign | |
| | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| | | (in thousands) | |
| Fixed income securities: | | | | | | | | | | | | | | | | | | | | | | | | |
| Corporate debt securities | | $ | - | | | $ | 89,971 | | | $ | - | | | $ | 89,971 | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| U.S. government securities | | | - | | | | 15,817 | | | | - | | | | 15,817 | | | | - | | | | - | | | | - | | | | - | |
| Global equity | | | - | | | | 5,691 | | | | - | | | | 5,691 | | | | - | | | | - | | | | - | | | | - | |
| Other | | | - | | | | - | | | | - | | | | - | | | | - | | | | 1,929 | | | | - | | | | 1,929 | |
| Cash and cash equivalents | | | 1,138 | | | | - | | | | - | | | | 1,138 | | | | - | | | | - | | | | - | | | | - | |
| Total | | $ | 1,138 | | | $ | 111,479 | | | $ | - | | | $ | 112,617 | | | $ | - | | | $ | 1,929 | | | $ | - | | | $ | 1,929 | |



| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | December 31, 2022 | |
| | | United States | | | Foreign | |
| | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| | | (in thousands) | |
| Fixed income securities: | | | | | | | | | | | | | | | | | | | | | | | | || | | | | | | |
| Corporate debt securities | | $ | - | | | $ | 89,403 | | | $ | - | | | $ | 89,403 | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| U.S. government securities | | | - | | | | 15,631 | | | | - | | | | 15,631 | | | | - | | | | - | | | | - | | | | - | |
| Global equity | | | - | | | | 5,579 | | | | - | | | | 5,579 | | | | - | | | | - | | | | - | | | | - | |
| Other | | | - | | | | - | | | | - | | | | - | | | | - | | | | 2,087 | | | | - | | | | 2,087 | |
| Cash and cash equivalents | | | 1,147 | | | | - | | | | - | | | | 1,147 | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total | | $ | 1,147 | | | $ | 110,613 | | | $ | - | | | $ | 111,760 | | | $ | - | | | $ | 2,087 | | | $ | - | | | $ | 2,087 | |



| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | December 31, 2021 | |
| | | United States | | | Foreign | |
| | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| | | | (in thousands) | |
| Fixed income securities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Corporate debt securities | | $ | - | | | $ | 119,805 | | | $ | - | | | $ | 119,805 | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| U.S. government securities | | | - | | | | 20,847 | | | | - | | | | 20,847 | | | | - | | | | - | | | | - | | | | - | |
| Global equity | | | - | | | | 7,426 | | | | - | | | | 7,426 | | | | - | | | | - | | | | - | | | | - | |
| Other | | | - | | | | - | | | | - | | | | - | | | | - | | | | 2,017 | | | | - | | | | 2,017 | |
| Cash and cash equivalents | | | 1,500 | | | | - | | | | - | | | | 1,500 | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total | | $ | 1,500 | | | $ | 148,078 | | | $ | - | | | $ | 149,578 | | | $ | - | | | $ | 2,017 | | | $ | - | | | $ | 2,017 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Contributions

Teradyne's funding policy is to make contributions to the plans in accordance with local laws and to the extent that such contributions are tax deductible. During 2023, Teradyne contributed $3.1 million to the U.S. supplemental executive defined benefit pension plan and $1.0 million to certain qualified plans for non-U.S. subsidiaries. During 2022, Teradyne contributed $3.2 million to the U.S. supplemental executive defined benefit pension plan and $0.9 million to certain qualified plans for non-U.S. subsidiaries. In 2024, contributions to the U.S. supplemental executive defined benefit pension plan and certain qualified plans from non-U.S. subsidiaries will be approximately $3.1 million and $1.4 million, respectively.

Contributions to the U.S. supplemental executive defined benefit pension plan and certain non-U.S. subsidiaries qualified plans will be approximately $6.6 million and $2.3 million, respectively, in 1 to 3 years, $7.1 million and $2.5 million, respectively, in 3 to 5 years and $16.9 million and $7.9 million, respectively, thereafter.

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Expected Future Pension Benefit Payments

Future benefit payments are expected to be paid as follows:



| | | | | | | | | |
| | | United States | | | Foreign | |
| | | (in thousands) | |
| 2023 | | $ | 10,323 | | | $ | 1,239 | |
| 2024 | | $ | 10,210 | | | $ | 1,312 | |
| 2025 | | | 9,720 | | | | 1,068 | |
| 2026 | | | 9,863 | | | | 1,191 | |
| 2027 | | | 10,792 | | | | 1,301 | |
| 2027 | | | 10,742 | | | | 1,239 | |
| 2028 | | | 10,795 | | | | 1,238 | |
| 2028-2031 | | | 52,877 | | | | 8,216 | |
| 2029-2032 | | | 51,857 | | | | 8,832 | |



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Postretirement Benefit Plans

In addition to receiving pension benefits, U.S. Teradyne employees who meet early retirement eligibility requirements as of their termination dates may participate in Teradyne's Welfare Plan, which includes medical and dental benefits up to age 65. Death benefits provide a fixed sum to retirees' survivors and are available to all retirees. Substantially all of Teradyne's current U.S. employees could become eligible for these benefits, and the existing benefit obligation relates primarily to those employees. During the twelve months ended December 31, 2023, Teradyne recorded special termination benefit charges associated with a voluntary early retirement program.

The December 31 balances of the postretirement assets and obligations are shown below:



| | | | | | | | | |
| | | 2023 | | | 2022 | |
| | | (in thousands) | |
| Assets and Obligations | | | | | | | | |
| Change in benefit obligation: | | | | | | || |
| Projected benefit obligation: | | | | | | | | |
| Beginning of year | | $ | 5,345 | | | $ | 7,210 | |
| Service cost | | | 34 | | | | 64 | |
| Interest cost | | | 299 | | | | 177 | |
| Actuarial gain | | | (1,155 | ) | | | (433 | ) |
| Actuarial loss (gain) | | | 155 | | | | (1,155 | ) |
| Benefits paid | | | (950 | ) | | | (1,107 | ) |
| Benefits paid | | | (1,413 | ) | | | (950 | ) |
| Special termination benefits | | | 2,513 | | | | - | |
| End of year | | | 5,345 | | | | 7,210 | |
| End of year | | | 6,933 | | | | 5,345 | |
| | | | | | | | | |
| Change in plan assets: | | | | | | || |
| Fair value of plan assets: | | | | | | |
| Beginning of year | | | - | | | | - | |
| Company contributions | | | 1,413 | | | | 950 | |
| Benefits paid | | | (950 | ) | | | (1,107 | ) |
| Benefits paid | | | (1,413 | ) | | | (950 | ) |
| | | | | | | | | |
| End of year | | | - | | | | - | |
| | | | | | | | | |
| Funded status | | $ | (5,345 | ) | | $ | (7,210 | ) |
| Funded status | | $ | (6,933 | ) | | $ | (5,345 | ) |



| | | | | | | | | |
The following table provides amounts recorded within the account line items of financial position as of December 31:



| | | | | | | | | |
| | | 2023 | | | 2022 | |
| | | (in thousands) | |
| Accrued employees' compensation and withholdings | | $ | (1,508 | ) | | $ | (853 | ) |
| Retirement plans liability | | | (4,492 | ) | | | (6,280 | ) |
| Retirement plans liabilities | | | (5,425 | ) | | | (4,492 | ) |
| | | | | | | | | |
| Funded status | | $ | (5,345 | ) | | $ | (7,210 | ) |
| Funded status | | $ | (6,933 | ) | | $ | (5,345 | ) |



| | | | | | | | | |

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The following table provides amounts recognized in accumulated other comprehensive income (loss) as of December 31:



| | | | | | | | | |
| | | 2023 | | | 2022 | |
| | | (in thousands) | |
| Prior service credit, before tax | | $ | (23 | ) | | $ | (31 | ) |
| Deferred taxes | | | (1,689 | ) | | | (1,688 | ) |
| Deferred taxes | | | (1,691 | ) | | | (1,689 | ) |
| | | | | | | | | |
| Total recognized in other comprehensive income (loss), net of tax | | $ | (1,714 | ) | | $ | (1,720 | ) |



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Expense

For the years ended December 31, 2023, 2022, and 2021, Teradyne's net periodic postretirement benefit cost (income) cost was comprised of the following:



| | | | | | | | | | | | | |
| | | 2022 | | | 2021 | | | 2020 | |
| | | 2023 | | | 2022 | | | 2021 | |
| | | (in thousands) | |
| Components of Net Periodic Postretirement Benefit Income (cost ): | | | | | | | | | | | | |Cost (income): | |
| Service cost | | $ | 34 | | | $ | 64 | | | $ | 64 | |
| Interest cost | | | 299 | | | | 177 | | | | 170 | |
| Amortization of prior service credit | | | (9 | ) | | | (9 | ) | | | (9 | ) |
| Net actuarial (gain) loss | | | (1,155 | ) | | | (433 | ) | | | 421 | |
| Net actuarial loss (gain) | | | 155 | | | | (1,155 | ) | | | (433 | ) |
| Special termination benefits | | | 2,513 | | | | - | | | | - | |
| Total net periodic postretirement benefit cost (income) | | | 2,992 | | | | (923 | ) | | | (208 | ) |(income) cost | | | (923 | ) | | | (208 | ) | | | 709 | |
| Changes in Plan Assets and Benefit Obligations Recognized in Other | | | | | | | | | |
|     Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income: | | | | | | | | | | | | |
| Reversal of amortization items: | | | | | | | | | | | | |
| Prior service credit | | | 9 | | | | 9 | | | | 9 | |
| | | | | | | | | | | | | |
| Total recognized in other comprehensive income | | | 9 | | | | 9 | | | | 9 | |
| | | | | | | | | | | | | |
| Total recognized in net periodic postretirement (income) cost and other comprehensive income | | $ | (914 | ) | | $ | (199 | ) | | $ | 718 | | cost (income) and other | | $ | 3,001 | | | $ | (914 | ) | | $ | (199 | ) |
|     comprehensive income | | | | | | | | | | | | |



Weighted Average Assumptions to Determine Net Periodic Postretirement Benefit Income as of January 1:



| | | | | | | | | | | | | |
| | | 2022 | | | 2021 | | | 2020 | |
| | | 2023 | | | 2022 | | | 2021 | |
| Discount rate | | | 5.0 | % | | | 2.6 | % | | | 2.2 | % |
| Initial health care cost trend rate | | | 7.2 | | | | 7.3 | | | | 7.3 | |
| Ultimate health care cost trend rate | | | 4.5 | | | | 4.5 | | | | 4.5 | |
| Year in which ultimate health care cost trend rate is reached | | 2032 | | | 2029 | | | 2029 | |



Weighted Average Assumptions to Determine Postretirement Benefit Obligation as of December 31:



| | | | | | | | | | | | | |
| | | 2022 | | | 2021 | | | 2020 | |
| | | 2023 | | | 2022 | | | 2021 | |
| Discount rate | | | 4.7 | % | | | 5.0 | % | | | 2.6 | % |
| Initial health care trend | | | 7.7 | | | | 7.2 | | | | 7.3 | |
| Ultimate health care trend | | | 4.5 | | | | 4.5 | | | | 4.5 | |
| Medical cost trend rate decrease to ultimate rate in year | | | 2033 | | | | 2032 | | | | 2029 | |



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Contributions

Contributions to the U.S. postretirement benefit plan will be approximately $1.5 million in 2024, $1.6 million in 1 to 3 years, $1.2 million in 3 to 5 years and $2.0 million, thereafter.

Expected Future Benefit Payments

Future benefit payments are expected to be paid as follows:



| | | | | |
| | | Benefit Payments | |
| | | (in thousands) | |
| 2024 | | $ | 1,508 | |
| 2025 | | | 924 | |
| 2026 | | | 701 | |
| 2027 | | | 637 | |
| 2028 | | | 568 | |
| 2029-2032 | | | 2,004 | |



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Q.|
STOCK-BASED COMPENSATION|

Stock Compensation Plans

On February 1, 2023 (the "Retirement Date"), Mark E. Jagiela retired as Chief Executive Officer of Teradyne and a member of Teradyne's Board of Directors, and Teradyne entered into an agreement (the "Retirement Agreement") with Mr. Jagiela. Under the Retirement Agreement, Mr. Jagiela's unvested time-based restricted stock units and stock options granted prior to his Retirement Date were modified to allow continued vesting; and any vested options or options that vest during that period may be exercised for the remainder of the applicable option term. During 2023, Teradyne recorded a stock-based compensation expense of $5.9 million related to the Retirement Agreement.

Under Teradyne's stock compensation plans, Teradyne grants time-based restricted stock units, performance-based restricted stock units, and stock options, and employees are eligible to purchase Teradyne's common stock through its Employee Stock Purchase Plan ("ESPP").

Service-based restricted stock unit awards granted to employees vest in equal annual installments over four years. Restricted stock unit awards granted to non-employee directors vest after a one-year period, with 100% of the award vesting on the earlier of (a) the first anniversary of the grant date or (b) the date of the following year's Annual Meeting of Shareholders. Teradyne expenses the cost of the restricted stock unit awards subject to time-based vesting, which is determined to be the fair market value of the shares at the date of grant, ratably over the period during which the restrictions lapse.

Performance-based restricted stock units ("PRSUs") granted to Teradyne's executive officers may have a performance metric based on relative total shareholder return ("TSR"). Teradyne's three-year TSR performance is measured against the New York Stock Exchange ("NYSE") Composite Index. The final number of TSR PRSUs that vest will vary based upon the level of performance achieved from 0% to 200% of the target shares. The TSR PRSUs will vest upon the three-year anniversary of the grant date. The TSR PRSUs are valued using a Monte Carlo simulation model. The number of units expected to be earned, based upon the achievement of the TSR market condition, is factored into the grant date Monte Carlo valuation. Compensation expense is recognized on a straight-line basis over the shorter of the three-year service period or the period from the grant to the date described in the retirement provisions below. Compensation expense for executive officers meeting the retirement provisions prior to the grant date is recognized during the year following the grant. Compensation expense is recognized regardless of the eventual number of units that are earned based upon the market condition, provided the executive officer remains an employee at the end of the three-year period. Compensation expense is reversed if at any time during the three-year service period the executive officer is no longer an employee, subject to the retirement and termination eligibility provisions noted below.

PRSUs granted to Teradyne's executive officers may also have a performance metric based on three-year cumulative non-GAAP profit before interest and tax ("PBIT") as a percent of Teradyne's revenue. Non-GAAP PBIT is a financial measure equal to GAAP income from operations less restructuring and other, net; amortization of acquired intangible assets; acquisition and divestiture related charges or credits; pension actuarial gains and losses; non-cash convertible debt interest expense; and other non-recurring gains and charges. The final

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number of PBIT PRSUs that vest will vary based upon the level of performance achieved from 0% to 200% of the target shares. The PBIT PRSUs will vest upon the three-year anniversary of the grant date. Compensation expense is recognized on a straight-line basis over the shorter of the three-year service period or the period from the grant date to the date described in the retirement provisions below. Compensation expense for executive officers meeting the retirement provisions prior to the grant date is recognized during the year following the grant. Compensation expense is recognized based on the number of units that are earned based upon the three-year Teradyne PBIT as a percent of Teradyne's revenue, provided the executive officer remains an employee at the end of the three-year period subject to the retirement and termination eligibility provisions noted below.

If a PRSU recipient's employment ends prior to the determination of the performance percentage due to (1) permanent disability or death or (2) retirement or termination other than for cause, after attaining both at least age sixty and at least ten years of service, then all or a portion of the recipient's PRSUs (based on the actual performance percentage achieved on the determination date) will vest on the date the performance percentage is determined. Except as set forth in the preceding sentence, no PRSUs will vest if the executive officer is no longer an employee at the end of the three-year period. Stock options to purchase Teradyne's common stock at 100% of the fair market
value
on the grant date vest in equal annual installments over four years from the grant date and have a maximum term of seven years.

During 2022 2021 and 2020, Teradyne grantedDuring 2023, 2022 and 2021, Teradyne granted 0.5 million, 0.4 million and 0.3 million and 0.4 million of service-based restricted stock unit awards to employees at a weighted average grant date fair value of $102.45, $109.42, and $114.16, respectively. $109.42, $114.16, and $71.31, respectively.

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During 2023, 2022 and 2021,
During 2022 2021, and 2020, Teradyne granted 0.1 million of service-based restricted stock unit awards to non-employee directors at a weighted average grant date fair value of $90.50, $105.93, and $128.70, respectively. $105.93, $128.70, and $66.56, respectively.

During 2023, 2022 and 2021, Teradyne granted 0.1 million of PBIT PRSUs with a grant date fair value of $102.91, $110.84 and $113.65, respectively.

During 2023, 2022 and 2021, Teradyne granted 0.1 million TSR PRSUs, with a grant date fair value of $139.04, $101.06, and $125.02, respectively. The fair value was estimated using the Monte Carlo simulation model with the following assumptions:



| | | | | | | | | | | | | |
| | | 2022 | | | 2021 | | | 2020 | |
| | | 2023 | | | 2022 | | | 2021 | |
| Risk-free interest rate | | | 4.0 | % | | | 1.4 | % | | | 0.2 | % |
| Teradyne volatility-historical | | | 49.7 | % | | | 47.1 | % | | | 43.9 | % |
| NYSE Composite Index volatility-historical | | | 24.1 | % | | | 22.7 | % | | | 22.9 | % |
| Dividend yield | | | 0.4 | % | | | 0.4 | % | | | 0.4 | % |



Expected volatility was based on the historical volatility of Teradyne's stock and the NYSE Composite Index for each of the 2023, 2022 and 2021 grants over the most recent three-year period. The risk-free interest rate was determined using the U.S. Treasury yield curve in effect at the time of each of the grants. Dividend yield was based upon an estimated annual dividend amount of $0.44 per share for 2023, $0.44 per share for 2022, and $0.40 per share for 2021, divided by Teradyne's stock price on the grant date of $104.12 for the 2023 grants, $112.12 for the 2022 grants, and $113.48 for the 2021 grants.and $72.10 for the 2020 grants.

During 2023, 2022 and 2021, Teradyne granted 0.1 million of service-based stock options to executive officers at a weighted average grant date fair value of $41.23, $39.01, and $36.60, respectively.

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The fair value of stock options was estimated using the Black-Scholes option-pricing model with the following assumptions:



| | | | | | | | | | | | | |
| | | 2022 | | | 2021 | | | 2020 | |
| | | 2023 | | | 2022 | | | 2021 | |
| Expected life (years) | | | 4.0 | | | | 4.0 | | | | 5.0 | |
| Risk-free interest rate | | | 3.8 | % | | | 1.6 | % | | | 0.4 | % |
| Volatility-historical | | | 46.6 | % | | | 43.7 | % | | | 37.8 | % |
| Dividend yield | | | 0.4 | % | | | 0.4 | % | | | 0.4 | % |



Teradyne determined the stock options' expected life based upon historical exercise data for executive officers, the age of the executive officers and the terms of the stock option grant. Volatility was determined using historical volatility for a period equal to the expected life. The risk-free interest rate was determined using the U.S. Treasury yield curve in effect at the time of grant. Dividend yield was based upon an estimated annual dividend amount of $0.44 per share divided by Teradyne's stock on the grant date of $104.15 for the 2023 grant, and $112.12 for the 2022 grant, and $0.40 per share divided by Teradyne's stock price on the grant date of $113.48 for the 2021 grants.and $72.61 for the 2020 grants.

Stock compensation plan activity for the years 2023, 2022 and 2021, is as follows:



| | | | | | | | | | | | | |
| | | 2022 | | | 2021 | | | 2020 | |
| | | 2023 | | | 2022 | | | 2021 | |
| | | (in thousands) | |
| Restricted Stock Units: | | | | | | | | | |
| Non-vested at January 1 | | | 1,417 | | | | 1,789 | | | | 2,269 | |1,317 | | | | 1,417 | | | | 1,789 | |
| Awarded | | | 728 | | | | 660 | | | | 447 | |
| Vested | | | (709 | ) | | | (749 | ) | | | (1,028 | ) |
| Vested | | | (609 | ) | | | (709 | ) | | | (749 | ) |
| Forfeited | | | (58 | ) | | | (51 | ) | | | (70 | ) |
| | | | | | | | | | | | | |
| Non-vested at December 31 | | | 1,317 | | | | 1,417 | | | | 1,789 | |1,378 | | | | 1,317 | | | | 1,417 | |
| | | | | | | | | | | | | |
| Stock Options: | | | | | | | | | |
| Outstanding at January 1 | | | 188 | | | | 171 | | | | 216 | |
| Granted | | | 41 | | | | 42 | | | | 34 | |
| Exercised | | | (56 | ) | | | (25 | ) | | | (78 | ) |
| Forfeited | | | - | | | | (1 | ) | | | - | |
| Forfeited | | | (2 | ) | | | - | | | | (1 | ) |
| Expired | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | |
| Outstanding at December 31 | | | 171 | | | | 188
| | | | | | | | | | | | 171 | |
| Vested and expected to vest at December 31 | | | 188 | | | | 171 | | | | 188 | |
| | | 171 | |
| Exercisable at December 31 | | | 68 | | | | 69 | | | | 30 | |



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Total shares available for the years 2023, 2022 and 2021:



| | | | | | | | | | | | | |
| | | 2022 | | | 2021 | | | 2020 | |
| | | 2023 | | | 2022 | | | 2021 | |
| | | (in thousands) | |
| Shares available: | | | | | | | | | |
| Available for grant at January 1 | | | 5,713 | | | | 6,123 | | | | 6,727 | |5,062 | | | | 5,713 | | | | 6,123 | |
| Options granted | | | (41 | ) | | | (42 | ) | | | (34 | ) |
| Options forfeited | | | 2 | | | | - | | | | 1 | |
| Restricted stock units awarded | | | (728 | ) | | | (660 | ) | | | (447 | ) |
| Restricted stock units forfeited | | | 51 | | | | 70 | | | | 68 | |
| | | | | | | | | | | | | |
58 | | | | 51 | | | | 70 | |
| Available for grant at December 31 | | | 5,062 | | | | 5,713 | | | | 6,123 | |4,353 | | | | 5,062 | | | | 5,713 | |



| | | | | | | | | | | | | |

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Weighted average restricted stock unit award date fair value information for the years 2023, 2022 and 2021, is as follows:



| | | | | | | | | | | | | |
| | | 2022 | | | 2021 | | | 2020 | |
| | | 2023 | | | 2022 | | | 2021 | |
| Non-vested at January 1 | | $ | 67.97 | | | $ | 47.84 | | | $ | 35.58 | |88.71 | | | $ | 67.97 | | | $ | 47.84 | |
| Awarded | | | 108.74 | | | | 115.51 | | | | 72.76 | |
| Awarded | | | 105.05 | | | | 108.74 | | | | 115.51 | |
| Vested | | | 54.27 | | | | 43.99 | | | | 31.53 | |
| Vested | | | 75.55 | | | | 54.27 | | | | 43.99 | |
| Forfeited | | | 85.71 | | | | 65.52 | | | | 45.36 | |
| Forfeited | | | 102.12 | | | | 85.71 | | | | 65.52 | |
| Non-vested at December 31 | | $ | 88.71 | | | $ | 67.97 | | | $ | 47.84 | |101.00 | | | $ | 88.71 | | | $ | 67.97 | |



Restricted stock unit awards aggregate intrinsic value information at December 31 for the years 2023, 2022 and 2021 is as follows:



| | | | | | | | | | | | | |
| | | 2022 | | | 2021 | | | 2020 | |
| | | 2023 | | | 2022 | | | 2021 | |
| | | (in thousands) | |
| Vested | | $ | 95,408 | | | $ | 101,679 | | | $ | 71,582 | |
| Vested | | $ | 62,001 | | | $ | 95,408 | | | $ | 101,679 | |
| Outstanding | | | 115,087 | | | | 231,763 | | | | 214,509 | |
| Outstanding | | | 149,504 | | | | 115,087 | | | | 231,763 | |
| Expected to vest | | | 108,666 | | | | 231,246 | | | | 210,301 | |
| Expected to vest | | | 135,238 | | | | 108,666 | | | | 231,246 | |



Restricted stock units weighted average remaining contractual terms (in years) information at December 31 for the years 2023, 2022 and 2021 is as follows:



| | | | | | | | | | | | | |
| | | 2022 | | | 2021 | | | 2020 | |
| | | 2023 | | | 2022 | | | 2021 | |
| Outstanding | | | 1.13 | | | | 0.99 | | | | 0.89 | |
| Expected to vest | | | 1.13 | | | | 0.99 | | | | 0.89 | |



Weighted average stock options exercise price information for the year ended December 31, 2023 is as follows:



| | | | | |
| | | 2023 | |
| Outstanding at January 1 | | $ | 76.52 | |
| Options granted | | | 104.15 | |
| Options exercised | | | 39.71 | |
| Options forfeited | | | 112.57 | |
| Options cancelled | | | 113.03 | |
| Outstanding at December 31 | | | 94.85 | |
| Exercisable at December 31 | | | 81.53 | |



The total cash received from employees as a result of employee stock options exercised during the years ended December 31, 2023, 2022 and 2021, was $2.2 million, $0.9 million, and $3.1 million, and $3.8 million, respectively. In connection with these exercises, the tax benefit realized by Teradyne for the years ended December 31, 2023, 2022 and 2021, was $0.2 million, $0.1 2022 2021, and 2020, was $0.1 million, $0.4 million, and $0.4 million, respectively.

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Stock option aggregate intrinsic value information for the years ended December 31, 2023, 2022 and 2021 is as follows:



| | | | | | | | | | | | | |
| | | 2022 | | | 2021 | | | 2020 | |
| | | 2023 | | | 2022 | | | 2021 | |
| | | (in thousands) | |
| Exercised | | $ | 2,030 | | | $ | 6,345 | | | $ | 9,682 | |
| Exercised | | $ | 3,901 | | | $ | 2,030 | | | $ | 6,345 | |
| Outstanding | | | 3,963 | | | | 17,356 | | | | 16,083 | |
| Outstanding | | | 2,647 | | | | 3,963 | | | | 17,356 | |
| E | | | 1,583 | | | | 13,500 | | | | 13,499 | |
| Expected
| xpected to vest | | | 696 | | | | 1,583 | | | | 13,500 | |
| Vested and exercisable | | | 2,380 | | | | 3,856 | | | | 2,584 | |
1,950 | | | | 2,380 | | | | 3,856 | |

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Stock options weighted average remaining contractual terms (in years) information at December 31, for the years 2023, 2022 and 2021 is as follows:



| | | | | | | | | | | | | |
| | | 2022 | | | 2021 | | | 2020 | |
| | | 2023 | | | 2022 | | | 2021 | |
| Outstanding | | | 4.2 | | | | 4.4 | | | | 4.6 | |
| Outstanding | | | 4.4 | | | | 4.2
| E | | | 4.8 | | | | 4.8 | | | | 4.4 | |
| Expected to vest | | | 5.1 | | | | 4.8 | | | | 4.8 | |
| Vested and exercisable | | | 3.4 | | | | 3.1 | | | | 2.5 | |



| | | | | | | | | | | | | |
As of December 31, 2023, total unrecognized expense related to non-vested restricted stock unit awards and stock options was $73.7 million and is expected to be recognized over a weighted average period of 2.5 years.
In 2022, 2021 and 2020, Teradyne recognized a discrete tax benefit of $12.3 million, $14.7 million and $9.6 million, respectively, related to net excess tax benefit.

Employee Stock Purchase Plan

Under the ESPP, eligible employees may purchase shares of common stock through regular payroll deductions of up to 10% of their compensation, to a maximum of shares with a fair market value of $25,000 per calendar year, not to exceed 6,000 shares. Under the plan, the price paid for the common stock is equal to 85% of the stock price on the last business day of the six-month purchase period.

In July 2023, 0.2 million shares of common stock were issued to employees who participated in the plan during the first half of 2023 at the price of $94.64 per share. In January 2024, Teradyne issued 0.2 million shares of common stock to employees who participated in the plan during the second half of 2023 at the price of $92.25 per share.

In July 2022, 0.2 million shares of common stock were issued to employees who participated in the plan during the first half of 2022 at the price of $76.12 per share. In January 2023, Teradyne issued 0.2 million shares of common stock to employees who participated in the plan during the second half of 2022 at the price of $74.25 per share.

In July 2021, 0.1 million shares of common stock were issued to employees who participated in the plan during the first half of 2021 at the price of $113.87 per share. In January 2022, Teradyne issued 0.1 million shares of common stock to employees who participated in the plan during the second half of 2021 at the price of $139.00 per share.

In July 2020, 0.2 million shares of common stock were issued to employees who participated in the plan during the first half of 2020 at the price of $71.83 per share. In January 2021, Teradyne issued 0.1 million shares of common stock to employees who participated in the plan during the second half of 2020 at the price of $101.91 per share.
As of December 31, 2023, there were 3.5 million shares available for grant under the ESPP.

The following table provides the effect to income from operations for recording stock-based compensation for the years ended December 31, 2023, 2022, and 2021:



| | | | | | | | | | | | | |
| | | 2022 | | | 2021 | | | 2020 | |
| | | 2023 | | | 2022 | | | 2021 | |
| | | (in thousands) | |
| Cost of revenues | | $ | 4,050 | | | $ | 4,196 | | | $ | 4,227 | |
| Cost of revenues | | $ | 4,208 | | | $ | 4,050 | | | $ | 4,196 | |
| Engineering and development | | | 9,992 | | | | 9,783 | | | | 12,039 | |10,659 | | | | 9,992 | | | | 9,783 | |
| Selling and administrative | | | 34,186 | | | | 31,664 | | | | 28,640 | |42,815 | | | | 34,186 | | | | 31,664 | |
| Stock-based compensation | | | 57,682 | | | | 48,228 | | | | 45,643 | |
| Stock-based compensation | | | 48,228 | | | | 45,643 | || | 44,906 | |
| Income tax benefit | | | (11,493 | ) | | | (14,389 | ) | | | (13,060 | ) |
| Income tax benefit | | | (10,397 | ) | | | (11,493 | ) | | | (14,389 | ) |
| | | | | | | | | | | | | |
| Total stock-based compensation expense after income taxes | | $ | 36,735 | | | $ | 31,254 | | | $ | 31,846 | |47,285 | | | $ | 36,735 | | | $ | 31,254 | |



R.
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| R. | SAVINGS PLAN|

Teradyne sponsors a defined contribution employee retirement savings plan ("Savings Plan") covering substantially all U.S. employees. Under the Savings Plan, employees may contribute up to 20% of their compensation (subject to Internal Revenue Service limitations). The Savings Plan provides for a discretionary employer match that is determined each year. In 2023, 2022 and 2021,

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Teradyne matched 100% of eligible employee contributions up to 4% of their compensation for employees not accruing benefits in the U.S. Qualified Pension Plan. There was no match for employees still actively accruing benefits in the U.S. Qualified Pension Plan. Teradyne's contributions vest 25% per year for the first four years of employment, and contributions for those employees with four years of service vest immediately.

In addition, Teradyne sponsors an unfunded U.S. Supplemental Savings Plan to provide savings benefits in excess of those allowed by the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code. The provisions of this plan are the same as the Savings Plan. The liability for the U.S. Supplemental Savings Plan at December 31, 2022 and 2021, was $44.1 million and $47.2 2023 and 2022, was $55.9 million and $44.1 million, respectively, and is included in retirement plan liabilities. Teradyne contributes to defined contributions savings plans for its foreign employees. Under Teradyne's savings plans, amounts charged to the statements of operations for the years ended December 31, 2023, 2022, and 2021 were $30.5 million, $30.1 million, and $26.9 million, respectively. 2022, 2021, and 2020 were $30.1 million, $26.9 million, and $21.7 million, respectively.

| S.|
INCOME TAXES|

The components of income before income taxes and the provision (benefit) for income taxes as shown in the consolidated statements of operations were as follows:



| | | | | | | | | | | | | |
| | | 2022 | | | 2021 | | | 2020 | |
| | | 2023 | | | 2022 | | | 2021 | |
| | | (in thousands) | |
| Income before income taxes: | | | | | | | | | |
| U.S. | | $ | 385,968 | | | $ | 403,451 | | | $ | 312,153 | |
| U.S. | | $ | 307,997 | | | $ | 385,968 | | | $ | 403,451 | |
| Non-U.S. | | | 454,417 | | | | 757,504 | | | | 588,862 | |
| Non-U.S. | | | 217,575 | | | | 454,417 | | | | 757,504 | |
| | | | | | | | | | | | | |
| | | $ | 525,572 | | | $ | 840,385 | | | $ | 1,160,955 | | | $ | 901,015 | |
| | | | | | | | | | | | | |
| Provision (benefit) for income taxes: | | | | | | | | | |
| Current: | | | | | | | | | | | | |
| U.S. Federal | | $ | 86,692 | | | $ | 58,218 | | | $ | 58,678 | |
| U.S. Federal | | $ | 58,063 | | | $ | 86,692 | | | $ | 58,218 | |
| Non-U.S. | | | 74,204 | | | | 105,153 | | | | 75,193 | |
| Non-U.S. | | | 54,037 | | | | 74,204 | | | | 105,153 | |
| State | | | 2,681 | | | | 300 | | | | (1,315 | ) |
| State | | | 2,362 | | | | 2,681 | | | | 300 | |
| | | |
114,462 | | | | 163,577 | | | | 163,671 | | | | 132,556 | |
| | | | | | | | | | | | | |
| Deferred: | | | | | | | | | |
| U.S. Federal | | | (36,739 | ) | | | (15,106 | ) | | | (12,604 | ) |
| U.S. Federal | | | (27,459 | ) | | | (36,739 | ) | | | (15,106 | ) |
| Non-U.S. | | | 1,232 | | | | (4,300 | ) | | | (5,127 | ) |
| Non-U.S. | | | (8,584 | ) | | | 1,232 | | | | (4,300 | ) |
| State | | | (3,186 | ) | | | 2,101 | | | | 2,043 | |
| State | | | (1,599 | ) | | | (3,186 | ) | | | 2,101 | |
| | | | (37,642 | )
| | | | (38,693 | ) | | | (17,305 | ) || | (15,688 | ) |
| | | | | | | | | | | | | |
| Total provision for income taxes: | | $ | 124,884 | | | $ | 146,366 | | | $ | 116,868 | |76,820 | | | $ | 124,884 | | | $ | 146,366 | |
| | | | | | | | | | | | | |



Income tax expense for 2022 2021 and 2020 totaled $124.9 million, $146.4 million, and $116.9 Income tax expense for 2023, 2022 and 2021 totaled $76.8 million, $124.9 million, and $146.4 million, respectively. The effective tax rate for 2023, 2022 and 2021 was 14.6%, 14.9% and 12.6%, respectively. 2022 2021 and 2020 was 14.9% 12.6% and 13.0%, respectively.

At December 31, 2023, Teradyne's remaining tax liability resulting from the U.S. one-time transition tax on the mandatory deemed repatriation of foreign earnings amounts to $59.1 million. Teradyne will pay approximately $14.8 million related to the transition tax in 2023, $34.5 million in 1 to 3 years.and $24.6 million in 3 to 5 years.2024, and $44.3 million in 1 to 3 years.

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Teradyne has made an accounting policy election to account for global intangible low-taxed income ("GILTI") as a component of tax expense in the period in which Teradyne is subject to the rules and therefore did not provide any deferred tax impacts of GILTI in its consolidated financial statements.

On July 27, 2015, in Altera Corp. ("Altera") v. Commissioner, the U.S. Tax Court issued an opinion invalidating the regulations relating to the treatment of stock-based compensation expense in an intercompany cost-sharing arrangement. A final decision was issued by the Tax Court in December 2015. The IRS appealed the decision in June 2016. On July 24, 2018, the U.S. Court of Appeals for the Ninth Circuit ("Ninth Circuit") issued a decision that was subsequently withdrawn and a reconstituted panel conferred on the appeal. On June 7, 2019, the Ninth Circuit upheld the cost-sharing regulations. On November 12, 2019,
,
the Ninth Circuit denied Altera's petition for rehearing of its case. Altera's application for certiorari to the Supreme Court was declined on June 22, 2020. In the fourth quarter of 2020 and 2021, Teradyne recognized approximately $2.3 million of tax expense and $2.5 million of tax benefit in 2020 and 2021, respectively,$2.5 million of tax benefit related to the inclusion of stock-based compensation in its intercompany cost-sharing arrangement.

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The decrease in the effective tax rate from 2022 to 2023 is primarily attributable to increases in benefit from tax credits and the U.S. foreign derived intangible income deduction. These decreases in expense were partially offset by
The increase in the effective tax rate from 2021 to 2022 is primarily attributable to a shift in the geographic distribution of income, which increased the income subject to taxation in higher tax rate jurisdictions relative to lower tax rate jurisdictions increases in expense from U.S. global low-taxed income and increases in expense from non-deductible officer compensation.These increases in expense were partially offset by increases in benefits from the U.S. foreign derived intangible income deduction and tax credits.and a reduction in benefit from equity compensation.

The decrease in the effective tax rate from 2020 to 2021 is primarily attributable to a decrease in the expense from U.S. global low-taxed income partially offset by a decrease in the benefit from foreign tax credits and a The increase in the effective tax rate from 2021 to 2022 is primarily attributable to a shift in the geographic distribution of income, which increased the income subject to taxation in higher tax rate jurisdictions relative to lower tax rate jurisdictions, increases in expense from U.S. global low-taxed income and increases in expense from non-deductible officer compensation. These increases in expense were partially offset by increases in benefits from the U.S. foreign derived intangible income deduction and tax credits.

A reconciliation of the effective tax rate for the years 2023, 2022 and 2021 is as follows:



| | | | | | | | | | | | | |
| | | 2022 | | | 2021 | | | 2020 | |
| | | 2023 | | | 2022 | | | 2021 | |
| U.S. statutory federal tax rate | | | 21.0 | % | | | 21.0 | % | | | 21.0 | % |
| Non-deductible officers' compensation | | | 1.3 | | | | 0.8 | | | | 0.5 | |
| Foreign taxes | | | 2.5 | | | | (1.9 | ) | | | (4.5 | ) |
| U.S. global intangible low-taxed income | | | 1.2 | Non-deductible officers' compensation | | | 1.1 | | | | 1.3 | | | | 0.8 | |
| U.S. foreign derived intangible income | | | (3.1 | ) | | | (2.3 | ) | | | (2.2 | ) |
| U.S. global intangible low-taxed income | | | 0.8 | | | | 1.2 | | | | 0.6 | |
| Foreign taxes, | | | (1.9 | ) | | | (4.5 | ) | | | (5.6 | ) |
| State income taxes, net of federal tax benefit | | | 0.1 | | | | (0.1 | ) | | | 0.2 | |
| U.S. research and development credit | | | (4.2 | ) | | | (1.8 | ) | | | (1.4 | ) |
| Equity compensation | | | (1.1 | ) | | | (1.0 | ) | | | (0.8 | ) |
| U.S. foreign derived intangible income | | | (3.9 | ) | | | (3.1 | ) | | | (2.3 | ) |
| Foreign tax credits | | | (3.3 | ) | | | (1.0 | ) | | | (0.5 | ) |
| State income taxes, net of federal tax benefit | | | (0.1 | ) | | | 0.2 | | | | 0.3 | |
| Equity compensation | | | (0.4 | ) | | | (1.1 | ) | | | (1.0 | ) |
| Other, net | | | 0.9 | | | | 0.4 | | | | (0.3 | ) |
| | | | 14.6 | %
| | | | 14.9 | % | | | 12.6 | % || | 13.0 | % |
| | | | | | | | | | | | | |



Teradyne qualifies for a tax holiday in Singapore by fulfilling the requirements of an agreement with the Singapore Economic Development Board under which certain headcount and spending requirements must be met. The tax savings attributable to the Singapore tax holiday for the years ended December 31, 2023, 2022 and 2021 were $1.4 million or $0.01 2022 2021 and 2020 were $16.0 million or $0.09 per diluted share, $16.0 million or $0.09 per diluted share, and $33.3 million or $0.18 per diluted share, respectively. In November 2020, Teradyne entered into an agreement with the Singapore Economic Development Board which extended our Singapore tax holiday under substantially similar terms to the agreement which expired on December 31, 2020. The new tax holiday is scheduled to expire on December 31, 2025. Teradyne does not anticipate entering into a similar tax holiday agreement with the Singapore Economic Development Board when the current agreement expires.

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Significant components of Teradyne's deferred tax assets (liabilities) as of December 31, 2023 and 2022 were as follows:



| | | | | | | | | |
| | | 2023 | | | 2022 | |
| | | (in thousands) | |
| Deferred tax assets: | | | | | | |
| Tax credits | | $ | 105,503 | | | $ | 98,378 | |
| Tax credits | | $ | 112,571 | | | $ | 105,503 | |
| Research and development | | | 82,571 | | | | 47,760 | |
| Accruals | | | 30,747 | | | | 41,459 | |
| Accruals | | | 25,644 | | | | 30,747 | |
| Inventory valuations | | | 22,554 | | | | 20,991 | |
| Pension liabilities | | | 24,997 | | | | 21,335 | |
| Pension liabilities | | | 21,335 | | | | 28,722 | |
| Lease liabilities | | | 21,167 | | | | 18,679 | |
| Lease liability | | | 18,679 | | | | 16,484 | |
| Inventory valuations | | | 19,289 | | | | 22,554 | |
| Deferred revenue | | | 14,909 | | | | 11,164 | |
| Deferred revenue | | | 13,807 | | | | 14,909 | |
| Equity compensation | | | 7,179 | | | | 6,578 | |
| Vacation accrual | | | 5,856 | | | | 6,050 | |
| Investment impairment | | | 3,292 | | | | 3,292 | |

| Vacation accrual | | | 6,096 | | | | 5,856 | |
| Marketable securities | | | 2,283 | | | | - | |
| Net operating loss carryforwards | | | 5,737 | | | | 1,857 | |
| Net operating loss carryforwards | | | 1,857 | | | | 1,721 | |
| Investment impairment | | | 3,292 | | | | 3,292 | |
| Intangible assets | | | 2,323 | | | | 350 | |
| Marketable securities | | | 128 | | | | 2,283 | |
| Other | | | 953 | | | | 2,520 | |
| Gross deferred tax assets | | | 325,754 | | | | 284,223 | |
| Less: valuation allowance | | | (109,251 | ) | | | (103,807 | ) |
| | | | | | | | | |
| Total deferred tax assets | | $ | 216,503 | | | $ | 180,416 | |
| | | | | | | | | |
| Deferred tax liabilities: | | | | | | | | |
| Depreciation | | $ | (19,078 | ) | | $ | (10,691 | ) |
| Right of use assets | | $ | (19,016 | ) | | $ | (16,607 | ) |
| Right-of-use assets | | | (16,607 | ) | | | (14,738 | ) |
| Depreciation | | | (16,681 | ) | | | (19,078 | ) |
| Contingent consideration | | | (5,214 | ) | | | (5,214 | ) |
| Intangible assets | | | - | | | | (8,531 | ) |
| Marketable securities | | | - | | | | (3,220 | ) |
| | | | | | | | | |
| Total deferred tax liabilities | | $ | (40,911 | ) | | $ | (40,899 | ) |
| | | | | | | | | |
| Net deferred assets | | $ | 139,517 | | | $ | 96,101 | |
| Net deferred assets | | $ | 175,592 | | | $ | 139,517 | |
| | | | | | | | | |



As of December 31, 2023 and 2022, Teradyne evaluated the likelihood that it would realize deferred income taxes to offset future taxable income and concluded that it is more likely than not that the majority of its deferred tax assets will be realized through consideration of both the positive and negative evidence. At December 31, 2023 and 2022, Teradyne maintained a valuation allowance for certain deferred tax assets of $109.3 million and $103.8 million, respectively, primarily related to state net operating losses and state tax credit carryforwards, due to the uncertainty regarding their realization. Adjustments could be required in the future if Teradyne estimates that the amount of deferred tax assets to be realized is more or less than the net amount recorded.

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At December 31, 2023, Teradyne had tax effected operating loss carryforwards that expire in the following years:



| | | | | | | | | |
| | | State | | | Foreign | |
| | | | | | | |
| | | Operating Loss | | | Operating Loss | |
| | | | | | | |
| | | Carryforwards | | | Carryforwards | |
| | | (in thousands) | |
| 2023 | | $ | 222 | | | $ | - | |
| 2024 | | $ | 6 | | | $ | - | |
| 2025 | | | 4 | | | | - | |
| 2026 | | | - | | | | - | |
| 2027 | | | - | | | | - | |
| 2028 | | | 23 | | | | 83 | |
| 2029-2033 | | | 121 | | | | 500 | |
| 2034-2038 | | | 31 | | | | - | |
| Beyond 2038 | | | - | | | | - | |
| Non-expiring | | | 30 | | | | 4,939 | |
| Total | | $ | 215 | | | $ | 1,229 | |
5,522 | |



Teradyne has approximately $147.1 million of tax credit carryforwards including federal business tax credits of approximately $3.4 million which expire in 2028 through 2033, and state tax credits of $143.8 million, of which $76.5 million do not expire and the remainder expires in the years 2023 through 2043.

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Teradyne's gross unrecognized tax benefits for the years ended December 31, 2023, 2022 and 2021 were as follows:



| | | | | | | | | | | | | |
| | | 2022 | | | 2021 | | | 2020 | |
| | | 2023 | | | 2022 | | | 2021 | |
| | | (in thousands) | |
| Beginning balance as of January 1 | | $ | 14,465 | | | $ | 17,903 | | | $ | 21,180 | |15,608 | | | $ | 14,465 | | | $ | 17,903 | |
| Additions: | | | | | | | | | |
| Tax positions for current year | | | 1,398 | | | | 1,417 | | | | 1,082 | |- | | | | 1,398 | | | | 1,417 | |
| Tax positions for prior years | | | 3,024 | | | | 13 | | | | 30 | |
| Reductions: | | | | | | | | | |
| Tax positions for prior years | | | (26 | ) | | | (56 | ) | | | (1,639 | ) |
| Expiration of statutes | | | (212 | ) | | | (3,246 | ) | | | (1,436 | ) |- | | | | (212 | ) | | | (3,246 | ) |
| | | | | | | | | | | | | |
| Ending balance as of December 31 | | $ | 15,608 | | | $ | 14,465 | | | $ | 17,903 | |18,606 | | | $ | 15,608 | | | $ | 14,465 | |
| | | | | | | | | | | | | |



Current year additions primarily relate to foreign transfer pricing and prior year reductions relate to federal and state research credits.Prior year reductions and expirations of statute relate to foreign net operating loss carryforwards.state research credits.

Of the $18.6 million of unrecognized tax benefits as of December 31, 2023, $12.9 million would impact the consolidated income tax rate if ultimately recognized. The remaining $5.7 million would impact deferred taxes if recognized.

As of December 31, 2022, Teradyne does not anticipate a material change in As of December 31, 2023, Teradyne estimates that it is reasonably possible that the balance of unrecognized tax benefits may decrease approximately $2.8 million in the next twelve months as a result of the resolution of an audit and a lapse of statutes of limitation. The estimated decrease relates to transfer pricing and state research credits.

Teradyne records all interest and penalties related to income taxes as a component of income tax expense. Accrued interest and penalties related to income tax items at December 31, 2022 and 2021 amounted to $0.4 million and $0.3 2023 and 2022 amounted to $1.3 million and $0.4 million, respectively. For the years ended December 31, 2023, 2022 and 2021, expense of $0.9 million, expense of $0.1 million, and benefit of $0.9 million, and expense of $0.2 million, respectively, was recorded for interest and penalties related to income tax items.

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Teradyne is subject to U.S. federal income tax, as well as income tax in multiple state, local and foreign jurisdictions. As of December 31, 2023, all material state and local income tax matters have been concluded through 2018, all material federal income tax matters have been concluded through 2017 and all material foreign income tax matters have been concluded through 2015. However, in some jurisdictions, including the United States, operating losses and tax credits may be subject to adjustment until such time as they are utilized and the year of utilization is closed to adjustment.

As of December 31, 2023, Teradyne is not permanently reinvested with respect to the unremitted earnings of non-U.S. subsidiaries to the extent that those earnings exceed local statutory and operational requirements. Remittance of those earnings is not expected to result in material income tax.

On August 16, 2022, the Inflation Reduction Act of 2022 ("IRA") was signed into law. The IRA introduced a 15% alternative minimum tax based on the financial statement income of certain large corporations ("CAMT"), effective January 1, 2023. Teradyne currently does not expect the CAMT to have a material impact on its financial results.

On December 15, 2022, the European Union ("EU") Member States formally adopted the EU's Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development ("OECD") Pillar Two Framework. The EU's Pillar Two Directive effective dates are January 1, 2024, and January 1, 2025, for different aspects of the directive. On July 17, 2023, the OECD published Administrative Guidance proposing certain safe harbor rules that effectively extend certain effective dates to January 1, 2027. Certain EU Member States where Teradyne has a legal presence have recently enacted the directive and administrative guidance into their local tax legislation. Additionally, countries outside the EU where Teradyne has a legal presence have enacted similar language as the EU Members States in their local tax legislation. Teradyne is closely monitoring these developments and evaluating the potential financial impact on future periods. Based upon preliminary calculations for calendar year 2024, Teradyne anticipates it will meet the safe harbors in most jurisdictions, and any remaining tax under the rules should be immaterial.

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T.|
OPERATING SEGMENT, GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION|

Teradyne has four
reportable segments (Semiconductor Test, System Test, Wireless Test and Robotics). Each of the reportable segments represents an individual operating segment.On September 15, 2020, Teradyne announced the appointment of Gregory Smith as President of Robotics reportable segment effective October 1, 2020. With the appointment of the President of Robotics, the Robotics reportable segment is considered one operating segment and one reporting unit.

The Semiconductor Test segment includes operations related to the design, manufacturing and marketing of semiconductor test products and services. The System Test segment includes operations related to the design, manufacturing and marketing of products and services for storage and system level test, defense/aerospace instrumentation test, and circuit-board test. The Wireless Test segment includes operations related to the design, manufacturing and marketing of wireless test products and services. The Robotics segment includes operations related to the design, manufacturing and marketing of collaborative robotic arms, autonomous mobile robots and advanced robotic control software. Each operating segment has a segment manager who is accountable to and maintains regular contract with Teradyne's chief operating decision maker (Teradyne's chief executive officer) to discuss operating activities, financial results, forecasts, and plans for the segment.

Teradyne evaluates performance based on several factors, of which the primary financial measure is business segment income (loss) before income taxes. The accounting policies of the business segments are the same as those described in Note B: "Accounting Policies."

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Segment information for the years ended December 31, 2023, 2022 and 2021 is as follows:



| | | | | | | | | | | | | | | | | | | | | | | | | | | | |

|
| | Semiconductor | | | System | | | Robotics | | | Wireless | | | Corporate | | | Consolidated | |
| | | | | | | | | | | | | | | | | | | |
Segment | | | Corporate | | | Consolidated | |
| | | Test | | | Test | | | | | | Test | | | and | | | | |
| | | | | | | | | | | | | | | Eliminations | | | | |
Total | | | and Eliminations | | | | |
| | | (in thousands) | |
| 2023 | | | | | | | | | | | | | | | | | | | | |
| Revenues | $ | 1,818,636 | | | $ | 338,197 | | | $ | 375,183 | | | $ | 144,282 | | | $ | 2,676,298
| | | |
| Revenues | | $ | 2,080,590 | | | $ | 469,346 | | | $ | 403,138 | | | $ | 201,720
| | | $ | - | | | $ | 2,676,298 | |
| Income (loss) before taxes (1)(2) | | 453,320 | | | | 94,073 | | | | (54,251 | ) | | | 30,568 | | | | 523,710 | | | | 1,862 | | | | 525,572 | | | 634,488 | | | | 166,879 | | | | (16,244 | ) | | | 66,820 | | | | (11,558 | ) | | | 840,385 | |
| Total assets (3) | | | 1,382,623 | | | | 165,925 | | | | 665,638 | | | | 94,298 | | | | 1,192,768 | | | | 3,501,252 | |
| Total assets (3) | | 1,329,522 | | | | 182,084 | | | | 737,323 | | | | 68,291 | | | | 2,317,220 | | | | 1,169,604 | | | | 3,486,824 | |
| Property additions | | | 126,898 | | | | 7,275 | | | | 25,712 | | | | 3,364 | | | | - | | | | 163,249 | |
| Property additions | | 113,415 | | | | 3,643 | | | | 40,739 | | | | 1,845 | | | | 159,642 | | | | - | | | | 159,642 | |
| Depreciation and amortization expense | | 77,745 | | | | 3,801 | | | | 25,527 | | | | 4,043 | | | | 111,116 | | | | (230 | ) | | | 110,886 | |
| 2022
| 76,532 | | | | 3,235 | | | | 25,339 | | | | 4,991 | | | | 578 | | | | 110,675 | |
| 2021 | | ||
| | | | | | | | | | | | | | | | | | | | |
| Revenues | | $ | 2,642,342 | | | $ | 467,739 | | | $ | 375,905 | | | $ | 216,895 | Revenues | $ | 2,080,590 | | | $ | 469,346 | | | $ | 403,138 | | | $ | 201,720 | | | $ | 3,154,794 | | | $ | 251 | | | $ | 3,155,045 | |
| Income (loss) before taxes (1)(2) | | 634,488 | | | | 166,879 | | | | (16,244 | ) | | | 66,820 | | | | 851,943 | | | | (11,558 | ) | | | 840,385 | | | 976,988 | | | | 163,064 | | | | (8,167 | ) | | | 83,543 | | | | (54,473 | ) | | | 1,160,955 | |
| Total assets (3) | | | 1,245,596 | | | | 170,954 | | | | 701,196 | | | | 107,513 | | | | 1,584,166 | | | | 3,809,425 | |
| Total assets (3) | | 1,382,623 | | | | 165,925 | | | | 665,638 | | | | 94,298 | | | | 2,308,484 | | | | 1,192,768 | | | | 3,501,252 | |
| Property additions | | | 115,618 | | | | 3,905 | | | | 9,821 | | | | 3,128 | | | | - | | | | 132,472 | |
| Property additions | | 126,898 | | | | 7,275 | | | | 25,712 | | | | 3,364 | | | | 163,249 | | | | - | | | | 163,249 | |
| Depreciation and amortization expense | | 76,532 | | | | 3,235 | | | | 25,339 | | | | 4,991 | | | | 110,097 | | | | 578 | | | | 110,675 | |
| 2021
| 75,982 | | | | 3,156 | | | | 27,336 | | | | 6,055 | | | | 12,956 | | | | 125,485 | |
| 2020 | | ||
| | | | | | | | | | | | | | | | | | | | |
| Revenues | | $ | 2,259,597 | | | $ | 409,729 | | | $ | 279,731 | | | $ | 173,016 | | | $ | (604 | ) | | $ | 3,121,469 | |
| Revenues | $ | 2,642,342 | | | $ | 467,739 | | | $ | 375,905 | | | $ | 216,895 | | | $ | 3,702,881 | | | $ | - | | | $ | 3,702,881 | |
| Income (loss) before | | | 739,695 | | | | 152,092 | | | | (24,019 | ) | | | 41,950 | | | | (8,703 | ) | | | 901,015 | |
| Income (loss) before taxes (1)(2) | | 976,988 | | | | 163,064 | | | | (8,167 | ) | | | 83,543 | | | | 1,215,428 | | | | (54,473 | ) | | | 1,160,955 | |
| taxes (1)(2) | | | | | | | | | | | | | | | | | | | | | | | | |
| Total assets (3) | | | 1,070,378 | | | | 138,295 | | | | 712,936 | | | | 106,273 | | | | 1,624,464 | | | | 3,652,346 | |
| Total assets (3) | | 1,245,596 | | | | 170,954 | | | | 701,196 | | | | 107,513 | | | | 2,225,259 | | | | 1,584,166 | | | | 3,809,425 | |
| Property additions | | | 168,055 | | | | 3,092 | | | | 8,899 | | | | 4,931 | | | | - | | | | 184,977 | |
| Property additions | | 115,618 | | | | 3,905 | | | | 9,821 | | | | 3,128 | | | | 132,472 | | | | - | | | | 132,472 | |
| Depreciation and amortization expense | | 75,982 | | | | 3,156 | | | | 27,336 | | | | 6,055 | | | | 112,529 | | | | 12,956 | | | | 125,485 | | | 64,998 | | | | 3,426 | | | | 36,242 | | | | 6,258 | | | | 15,819 | | | | 126,743 | |



| (1)|
Included in Corporate and Eliminations are interest income, interest expense, net foreign exchange gains (losses), intercompany eliminations, pension and postretirement plan actuarial gains (losses), legal and environmental fees, contingent consideration adjustments, acquisition and divestiture related expenses, contract termination settlement charge, an expense for the modification of Teradyne's former chief executive officer's outstanding equity awards, and loss on convertible debt conversions in 2021.|
| | |
| (2)|
Included in income (loss) before taxes are charges and credits related to restructuring and other, inventory charges and loss on convertible debt conversions in 2021.|
| (3)|
Total assets are attributable to each segment. Semiconductor Test includes $34.8 million of total assets classified as assets held for sale. See Note E: "Assets held for sale" for additional information. Corporate assets consist of cash and cash equivalents, marketable securities and certain other assets.|

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Included in each segment are charges and credits in the following line items in the statements of operations:



| | | | | | | | | | | | | |
| | | For the Years Ended December 31, | |
| | | 2022 | | | 2021 | | | 2020 | |
| | | 2023 | | | 2022 | | | 2021 | |
| | | (in thousands) | |
| Semiconductor Test: | | | | | | | | | |
| Cost of revenues-inventory charge | | $ | 21,456 | | | $ | 6,661 | | | $ | 11,013 | |22,482 | | | $ | 21,456 | | | $ | 6,661 | |
| Contract termination settlement fee | | | - | | | | - | | | | 4,000 | |
| Restructuring and other-employee severance | | | 5,666 | | | | - | | | | - | |
| System Test: | | | | | | | | | || | |
| Cost of revenues-inventory charge | | $ | 1,855 | | | $ | 1,730 | | | $ | 641 | |
| Restructuring and other-employee severance | | | 1,541 | | | $ | - | | | $ | - | |
| Robotics:
| $ | 887 | |
| Robotics: | | ||
| | | | | | | | | |
| Cost of revenues-inventory charge | | $ | 3,668 | | | $ | 6,403 | | | $ | 834 | |2,275 | | | $ | 3,668 | | | $ | 6,403 | |
| Restructuring and other-employee severance | | | 2,115 | | | | 1,210 | | | | 1,584 | |3,707 | | | | 2,115 | | | | 1,210 | |
| Restructuring and other-acquisition & divestiture related expenses | | | - | | | | - | | | | 1,000 | |related expenses and compensation | | | - | | | | 1,000 | | | | 985 | |
| Wireless: Test: | | | | | | | | | || | |
| Cost of revenues-inventory charge | | $ | 4,598 | | | $ | 1,770 | | | $ | 4,800 | |1,746 | | | $ | 4,598 | | | $ | 1,770 | |
| Corporate and Eliminations: | | | | | | | | | | | | |
| Restructuring and other-legal settlement charge | | $ | 14,700 | | | $ | 12,000 | | | $ | - | |
| Selling and administrative-equity modification charge | | $ | 5,889 | | | $ | - | | | $ | - | |
| Restructuring and other- | | | 2,700 | | | | 1,971 | | | | - | |
| Restructuring and other-employee severance | | | 3,599 | | | | - | | | | - | |
| environmental and legal liabilities | | || Restructuring and other-acquisition & divestiture related expenses | | | 3,562 | | | | - | | | | (513 | ) |
| Restructuring and other-gain on sale of asset | | | (3,410 | ) | | | - | | | | - | |
| Restructuring and other-contract termination | | | 1,511 | | | | - | | | | - | |
| Restructuring and other-environmental and legal liabilities | | | 1,100 | | | | 2,700 | | | | 1,971 | |
| Other (income) expense, net-gain on foreign exchange option | | | (7,464 | ) | | | - | | | | - | |
| Other (income) expense, net-loss on convertible debt conversion | | | - | | | | 28,828 | | | | - | |
| Restructuring and other-AutoGuide contingent consideration adjustment | | | - | | | | (7,227 | ) | | | (19,724 | ) |
| Restructuring and other-legal settlement charge | | | - | | | | 14,700 | | | | 12,000 | |
| Restructuring and other-MiR contingent consideration adjustment | | | - | | | | - | | | | (3,546 | ) |
| Restructuring and other-gain on sale of asset | | | - | | | | (3,410 | ) | | | - | |
| Restructuring and other-acquisition related expenses and compensation | | | - | | | | (513 | ) | | | 1,728 | |
| Other (income) expense, net-loss on convertible debt conversion | | | - | | | | - | | | | 28,828 | |
| Selling and administrative-equity modification charge | Restructuring and other-AutoGuide contingent consideration adjustment | | | - | | | | - | | | | (7,227 | ) |



Information as to Teradyne's revenues by country is as follows:



| | | | | | | | | | | | | |
| | | 2022 | | | 2021 | | | 2020 | |
| | | 2023 | | | 2022 | | | 2021 | |
| | | (in thousands) | |
| Revenues from customers (1): | | | | | | | | | || | |
| Taiwan | | $ | 626,424 | | | $ | 1,117,874 | | | $ | 1,178,068 | |
| United States | | $ | 433,661 | | | $ | 469,948 | | | $ | 392,626 | |
| Korea | | | 544,816 | | | | 502,167 | | | | 391,571 | |
| Korea | | | 394,690 | | | | 544,816 | | | | 502,167 | |
| China | | | 491,798 | | | | 631,963 | | | | 465,722 | |
| Taiwan | | | 384,842 | | | | 626,424 | | | | 1,117,874 | |
| United States | | | 469,948 | | | | 392,626 | | | | 321,674 | |
| China | | | 314,899 | | | | 491,798 | | | | 631,963 | |
| Europe | | | 268,384 | | | | 259,954 | | | | 205,587 | |
| Japan | | | 281,742 | | | | 162,920 | | | | 166,231 | |
| Japan | | | 162,920 | | | | 166,231 | | | | 143,983 | |
| Europe | | | 273,784 | | | | 268,384 | | | | 259,954 | |
| Malaysia | | | 142,203 | | | | 136,774 | | | | 56,096 | |
| Philippines | | | 189,419 | | | | 124,107 | | | | 166,838 | |
| Thailand | | | 137,356 | | | | 138,812 | | | | 138,787 | |
| Singapore | | | 116,969 | | | | 99,503 | | | | 121,582 | |
| Philippines | | | 124,107 | | | | 166,838 | | | | 68,887 | |
| Thailand | | | 91,818 | | | | 137,356 | | | | 138,812 | |
| Singapore | | | 99,503 | | | | 121,582 | | | | 76,460 | |
| Malaysia | | | 89,197 | | | | 142,203 | | | | 136,774 | |
| Rest of the World | | | 87,586 | | | | 68,060 | | | | 74,634 | |
| Rest of the World | | | 105,277 | | | | 87,586 | | | | 68,060 | |
| | | $ | 2,676,298
| | | $ | 3,155,045 | | | $ | 3,702,881 | | | $ | 3,121,469 | |



(1)
| (1) | Revenues attributable to a country are based on location of customer site.|

In 2023, revenues from Texas Instruments Inc., a customer of our Semiconductor Test segment, accounted for 10% of our consolidated revenues. In 2021, revenues from Taiwan Semiconductor Manufacturing Company Ltd., a customer of Teradyne's Semiconductor Test segment, accounted for

12%, and 15%,
respectively, of Teradyne's consolidated revenues. Teradyne estimates consolidated revenues driven by Qualcomm, a customer of our Semiconductor Test, System Test, and Wireless Test segments, combining direct and indirect sales, accounted for approximately 11% of its consolidated revenues in 2022. and less than 10% in 2021 and 2020. Teradyne estimates consolidated revenues driven by one OEM customer, of our Semiconductor Test and Wireless Test segments, combining

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direct sales to that customer with sales to the customer's OSATs (which include Taiwan Semiconductor Manufacturing Company Ltd.), accounted for less than 10% of its consolidated revenues in 2022, and 19% and 25% in 2021.and 2020, respectively.19% in 2021.

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Long-lived assets by geographic area:



| | | | | | | | | | | | | |
| | | United | | | Foreign (1) | | | Total | |
| | | | | | | | | | |
| | | States | | | | | | | |
| | | (in thousands) | |
| December 31, 2022 | | $ | 328,341 | | | $ | 164,076 | | | $ | 492,417 | |
| December 31, 2023 (2) | | $ | 322,445 | | | $ | 207,995 | | | $ | 530,440 | |
| December 31, 2021 | | $ | 308,438 | | | $ | 147,609 | | | $ | 456,047 | |
| December 31, 2022 | | $ | 328,341 | | | $ | 164,076 | | | $ | 492,417 | |



(1)
As of December 31, 2023 and December 31, 2022, long-lived assets attributable to Denmark were $78.1 million and $42.5 million, respectively.
(2)
Includes $11.5 million of long-lived assets classified as assets held for sale. See Note E: "Assets held for sale" for additional information.
U.|
STOCK REPURCHASE PROGRAM|

In January 2023, Teradyne's Board of Directors cancelled the January 2021 repurchase program and approved a new repurchase program for up to $2.0 billion of common stock. In 2023, Teradyne repurchased 3.9 million shares of common stock for a total cost of $400.5 million at an average price of $102.47 per share. In 2022, Teradyne repurchased 7.3 million shares of common stock for $752.1 million at an average price of $103.69 per share. The cumulative repurchases under the January 2021 repurchase program as of December 31, 2022 were 12.0 million shares of common stock for $1,352.1 million at an average price per share of $112.44.

In January 2023, Teradyne's Board of Directors cancelled the January 2021 repurchase program and, approved a new repurchase program for up to $2.0 billion of common stock. Teradyne intends to repurchase up to $500.0
The total cost of shares acquired includes commissions and, starting in 2023, related excise tax,
million of its common stock in 2023, based on market conditions.
The total price includes commissions and is recorded as a reduction to retained earnings.

| V.|
SUBSEQUENT EVENTS|

In January 2024, Teradyne's Board of Directors declared
a
quarterly cash dividend o
a 9% increase in the quarterly cash dividend to $0.12
f
$0.11 per share to be paid on March 15, 2024 to shareholders of record as of February 16, 2024.

While Teradyne declared a quarterly cash dividend and authorized a share repurchase program, it may reduce or eliminate the cash dividend or share repurchase program in the future. Future cash dividends and stock repurchases are subject to the discretion of Teradyne's Board of Directors which will consider, among other things, Teradyne's earnings, capital requirements and financial condition.

Mark E. Jagiela retired as Chief Executive Officer of Teradyne and as a member of Teradyne's Board of Directors effective February 1, 2023. In connection with his retirement, Teradyne entered into an agreement on January 31, 2023 with Mr. Jagiela (the "Retirement Agreement"). Under the Retirement Agreement, Mr. Jagiela's unvested service based restricted stock units and stock options granted prior to his Retirement Date will continue to vest in accordance with their terms through February 1, 2026; and any vested options or options that vest during that period may be exercised for the remainder of the applicable option term. In the Retirement Agreement, Mr. Jagiela agreed to be bound by non-competition and non-solicitation restrictions through February 1, 2026. The Retirement Agreement also includes additional, standard terms and conditions relating to Mr. Jagiela's separation from Teradyne. Teradyne will record a stock-based compensation expense of approximately $5.8 million in the first quarter of 2023 related to the Retirement Agreement.

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SUPPLEMENTARY INFORMATION

(Unaudited)

| Item 9: | Changes in and disagreements with accountants on accounting and financial disclosure|

None.

| Item 9A: | Controls and procedures|

Disclosure Controls and Procedures

As of the end of the period covered by this report, our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) promulgated under the Exchange Act. Based upon that evaluation, our CEO and CFO concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that material information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, including ensuring that such material information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during the fourth fiscal quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management's Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in
Internal Control-Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in
Internal Control-Integrated Framework (2013),
, our management concluded that our internal control over financial reporting was effective as of December 31, 2023.

The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm, as stated in their report which is included under Item 8 of this Annual Report.

Inherent Limitations on Effectiveness of Controls

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

| Item 9B: | Other Information|

Our officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) ("Section 16 Officers") and directors from time to time enter into contracts, instructions or written plans for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information. We refer to these contracts, instructions, and written plans as "Rule 10b5-1 trading plans" and each one as a "Rule 10b5-1 trading plan." During our fiscal quarter ended December 31, 2023, no Section 16 Officer or director adopted, modified or terminated a Rule 10b5-1 trading plan.

| Item 9C: | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections|

Not applicable.

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PART III

| Item 10: | Directors, Executive Officers and Corporate Governance|

Certain information relating to our directors and executive officers, committee information reports and charters, executive compensation, security ownership of certain beneficial owners and management and related stockholder matters, and certain relationships and related transactions is incorporated by reference herein from The information required by this Item 10 will be included in our definitive Proxy Statement in connection with our 2024 Annual Meeting of Shareholders to be held on May 9, 2024. The Proxy Statement will be filed with the SEC not later than 120 days after the close of the fiscal year For this purpose, the Compensation Committee Report included in such proxy statement is specifically not incorporated herein Also see "Item 1: Business-Our executive officers covered by this Annual Report and is incorporated herein by reference.

We have adopted a written code of business conduct that applies to all of our employees, officers and directors, including our principal executive officer, principal financial officer and principal accounting officer. Our Code of Conduct is available on our investor relations website at investors.teradyne.com under the section entitled "Governance Policies" in the "Governance" menu. If we make any substantive amendments to our Code of Conduct or grant any of our directors or executive officers any waiver, including any implicit waiver, from a provision of our Code of Conduct, we will disclose the nature of the amendment or waiver on our website or in a Current Report on Form 8-K.

| Item 11: | Executive Compensation|

Certain information relating to our directors and executive officers, executive compensation, security ownership of certain beneficial owners and management and related stockholder matters, and certain relationships and related transactions is incorporated by reference herein from The information required by this Item 11 will be included in our definitive Proxy Statement in connection with our 2024 Annual Meeting of Shareholders to be held on May 9, 2024. The Proxy Statement will be filed with the SEC not later than 120 days after the close of the fiscal year covered by this Annual Report and is incorporated herein by reference. For this purpose, the Compensation Committee Report included in such proxy statement is specifically not incorporated herein.

| Item 12: | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters|

Certain information relating to our directors and executive officers, executive compensation, security ownership of certain beneficial owners and management and related stockholder matters, and certain relationships and related transactions is incorporated by reference herein from The information required by this Item 12 will be included in our definitive Proxy Statement in connection with our 2024 Annual Meeting of Shareholders to be held on May 9, 2024. The Proxy Statement will be filed with the SEC not later than 120 days after the close of the fiscal year For this purpose, the Compensation Committee Report included in such proxy statement is specifically not incorporated hereincovered by this Annual Report and is incorporated herein by reference. Also see "Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations-Equity Compensation Plans."

| Item 13: | Certain Relationships and Related Transactions, and Director Independence|

Certain information relating to our directors and executive officers, executive compensation, security ownership of certain beneficial owners and management and related stockholder matters, and certain relationships and related transactions is incorporated by reference herein from The information required by this Item 13 will be included in our definitive Proxy Statement in connection with our 2024 Annual Meeting of Shareholders to be held on May 9, 2024. The Proxy Statement will be filed with the SEC not later than 120 days after the close of the fiscal year For this purpose, the Compensation Committee Report included in such proxy statement is specifically not incorporated herein covered by this Annual Report and is incorporated herein by reference.

| Item 14: | Principal Accountant Fees and Services|

Certain information relating to audit fees and other of Teradyne's independent registered public accounting firm is incorporated by reference herein from The information required by this Item 14 will be included in our definitive Proxy Statement in connection with our 2024 Annual Meeting of Shareholders to be held on May 9, 2024. The Proxy Statement will be filed with the SEC not later than 120 days after the close of the fiscal year For this purpose, the Audit Committee Report included in such proxy statement is specifically not incorporated herein covered by this Annual Report and is incorporated herein by reference.

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PART IV

| Item 15: | Exhibits and Financial Statement Schedule.|
| | . |

15(a)(1) Financial Statements

The following consolidated financial statements are included in Item 8:



| | | || |
| | | Page ||
| Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP, PCAOB ID | | | 45 | |
| No 238) | | 38 |
| Consolidated Balance Sheets as of December 31, 2023, and 2022 | | 40 |
| Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 | | 41 |
| Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021 | | 42 |
| Consolidated Statements of Convertible Common Shares and Shareholders' Equity for the years ended December 31, 2023, 2022 and 2021 | | 43 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 | | 44 |



15(a)(2) Financial Statement Schedule

The following consolidated financial statement schedule is included in Item 15(c):

Schedule II-Valuation and Qualifying Accounts

Schedules other than those listed above have been omitted since they are either not required or information is otherwise included.

15(a)(3) Listing of Exhibits

The Exhibits which are filed with this report or which are incorporated by reference herein are set forth in the Exhibit Index.

15(c) Financial Statement Schedules

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15(c) Financial Statement Schedules

TERADYNE, INC.

SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS



| | | | | | | | | | | | | | | | | | | | | |
| Column A | | Column B | | | Column C | | | Column D | | | Column E | | | Column F | |
| Description | | Balance at | | | Additions | | | Other | | | Deductions | | | Balance at | |
| | | Beginning | | | Charged to | | | | | | | | | End of Period | |
| | | Beginning of Period | | | Charged to | | | | | | | | | End of Period | |
| | | of Period | | | Cost and | | | | | | | | | | |
| | | | | | Expenses | | | | | | | | | | |
| | | | || Cost and Expenses | | | | | | | | | | |
| | | (in thousands) | |

| | | (in thousands) | |
| Valuation reserve deducted in the balance sheet | | | | | | | | | | | | | | | |

|    Valuation reserve deducted in the balance sheet from the asset to which it applies: | | | | | | | | | | | | | | | | | | | ||
| Accounts receivable: | | | | | | | | | | | | | | | |
| 2022 Allowance for doubtful account | | $ | 2,012 | 2023 Allowance for credit losses | | $ | 1,955 | | | $ | 301 | | | $ | (6 | ) | | $ | 551 | | | $ | 1,955 | |23 | | | $ | 291 | | | $ | 1,988 | |
| | | | | | | | | | | | | | | | | | | | | |
| 2021 Allowance for doubtful account | | $ | 2,034 | 2022 Allowance for credit losses | | $ | 2,012 | | | $ | 500 | | | $ | (6 | ) | | $ | 551 | | | $ | 2,012 | |
| | | | | | | | | | | | | | | | | | | | | |
1,955 | |
| 2020 Allowance for doubtful account | | $ | 1,736 | 2021 Allowance for credit losses | | $ | 2,034 | | | $ | 500 | | | $ | (27 | ) | | $ | 495 | | | $ | 2,012 | |



| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Column A | | Column B | | | Column C | | | Column D | | | Column E | | | Column F | |
| Description | | Balance at | | | Additions | | | Other | | | Deductions | | | Balance at | |
| | | | | | | | | | | | | | | | |
| | | Beginning of Period | | | Charged to | | | | | | | | | End of Period | |
| | | of Period | | | Cost and | | | | | | | | | | |
| | | | | | Cost and Expenses | | | | | | | | | | |
| | | (in thousands) | |
| Valuation reserve deducted in the balance sheet from the asset to which it applies: | | | | | | | | | | | | | | | | | | | | |
|    Inventory: | | | | | | | | | | | | | | | | | | | | |
|    from the asset to which it applies: | | | | | | | | | | | | | | | |
| 2022 Inventory reserve | | $ | 114,055 | | | $ | 31,452 | | | $ | 1,926 | | | $ | 10,595 | | | $ | 136,838 | |
| | | | | | | | | | | | | | | | | | | | | |
| 2021 Inventory reserve | | $ | 110,587 | | | $ | 15,475 | | | $ | 1,335 | | | $ | 13,342 | | | $ | 114,055 | |
| Deferred taxes: | | | | | | | | | | | | | | | || | | |
| 2020 Inventory reserve | | $ | 103,556 | | | $ | 17,534 | | | $ | (521 | ) | | $ | 9,982 | | | $ | 110,587 | |
| 2023 Valuation allowance | | $ | 103,807 | | | $ | 5,759 | | | $ | 59 | | | $ | 374 | | | $ | 109,251 | |
| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |
| Column A | | Column B | | | Column C | | | Column D | | | Column E | | | Column F | |
| Description | | Balance at | | | Additions | | | Other | | | Deductions | | | Balance at | |
| | | | | | | | | | | | | | | | |
| | | Beginning of Period | | | Charged to | | | | | | | | | End of Period | |
| | | | | | | | | | | | | | | | |
| | | | | | Cost and Expenses | | | | | | | | | | |
| | | (in thousands) | |
| Valuation reserve deducted in the balance sheet from the asset to which it applies: | | | | | | | | | | | | | | | | | | | | |
| Deferred taxes: | | | | | | | | | | | | | | | | | | | | |
| 2022 Valuation allowance | | $ | 97,170 | | | $ | 7,652 | | | $ | 21 | | | $ | 1,036 | | | $ | 103,807 | |
| | | | | | | | | | | | | | | | | | | | | |
| 2021 Valuation allowance | | $ | 84,962 | | | $ | 13,502 | | | $ | - | | | $ | 1,294 | | | $ | 97,170 | |



| | | | | | | | | | | | | | | | | | | | | |
| 2020 Valuation allowance | | $ | 77,177 | | | $ | 7,785 | | | $ | - | | | $ | - | | | $ | 84,962 | |
| | | | | | | | | | | | | | | | | | | | | |

| Item 16: | Form 10-K Summary|

Not applicable.

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EXHIBIT INDEX

The following designated exhibits are, as indicated below, either filed herewith or have heretofore been filed with the Securities and Exchange Commission and are referred to and incorporated by reference to such filings.



| | | | | |
| Exhibit | | Description | | SEC Document Reference |
| | | | | |
| No. | | | | |
| | | | | |
|   3.1 | | Restated Articles of Organization. | | Exhibit 3.1 to Teradyne's Current Report on Form 8-K filed on May 13, 2021. |
| | | | | |
|   3.2 | | Amended and Restated By-laws, as amended. | | Exhibit 3.1 to Teradyne's Current Report on Form 8-K filed on January 29, 2024. |
| | | | | |
|   4.1 | | Indenture dated as of December 12, 2016, between Teradyne, Inc. and Wilmington Trust, National Association, as trustee. | | Exhibit 4.1 to Teradyne's Current Report on Form 8-K filed on December 12, 2016. |
| | | | | |
|   4.2 | | First Supplemental Indenture dated as of November 4, 2021 between Teradyne, Inc. and Wilmington Trust, National Association, as trustee. | | Exhibit 4.1 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended October 3, 2021. |
| | | | | |
|   4.3 | | Description of Teradyne, Inc. Securities Registered under Section 12 of the Exchange Act. | | Filed herewith. |
| | | | | |
| 10.1† | | Standard Manufacturing Agreement entered into as of November 24, 2003 by and between Teradyne and Solectron. | | Exhibit 10.1 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007. |
| | | | | |
| 10.2† | | Second Amendment to Standard Manufacturing Agreement, dated as of August 27, 2007, by and between Teradyne and Solectron. | | Exhibit 10.3 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007. |
| | | | | |
| 10.3† | | Sixth Amendment to Standard Manufacturing Agreement, dated as of July 27, 2009, by and between Teradyne and Flextronics Corporation. | | Exhibit 10.5 to Teradyne's Annual Report on Form 10-K for the fiscal year ended December 31, 2009. |
| | | | | |
| 10.4 | | Addendum to Standard Manufacturing Agreement (Authorized Purchase Agreement)-Revised July 1, 2010. | | Exhibit 10.6 to Teradyne's Annual Report on Form 10-K for the fiscal year ended December 31, 2010. |
| | | | | |
| 10.5 | | Eighth Amendment to Standard Manufacturing Agreement, dated as of April 13, 2012, by and between Teradyne and Flextronics Sales & Marketing North Asia (L) LTD. | | Exhibit 10.7 to Teradyne's Annual Report on Form 10-K for the fiscal year ended December 31, 2012. |
| | | | | |
| 10.6† | | Ninth Amendment to Standard Manufacturing Agreement, dated as of September 17, 2012, by and between Teradyne and Flextronics Sales & Marketing North Asia (L) LTD. | | Exhibit 10.8 to Teradyne's Annual Report on Form 10-K for the fiscal year ended December 31, 2012. |
| | | | | |
| 10.7 | | 2006 Equity and Cash Compensation Incentive Plan, as amended. * | | Exhibit 10.2 to Teradyne's Current Report on Form 8-K filed on May 13, 2021. |
| | | | | |
| 10.8 | | Danish Sub-Plan to the 2006 Equity and Cash Compensation Incentive Plan. | | Exhibit 10.10 to Teradyne's Annual Report on Form 10-K for the fiscal year ended December 31, 2018. |
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| | | | | |
| Exhibit | | Description | | SEC Document Reference |
| No. | | | | |
| | | |
| 10.9 | | Form of Performance-Based Restricted Stock Unit Agreement for Executive Officers under 2006 Equity and Cash Compensation Incentive Plan.* | | Exhibit 10.9 to Teradyne's Annual Report on Form 10-K for the fiscal year ended December 31, 2020. |
| | | | | |
| 10.10 | | Form of Time-Based Restricted Stock Unit Agreement for Executive Officers under 2006 Equity and Cash Compensation Incentive Plan.* | | Exhibit 10.10 to Teradyne's Annual Report on Form 10-K for the fiscal year ended December 31, 2020. |
| | | | | |
| 10.11 | | Form of Executive Officer Stock Option Agreement under 2006 Equity and Cash Compensation Incentive Plan, as amended. * | | Exhibit 10.11 to Teradyne's Annual Report on Form 10-K for the fiscal year ended December 31, 2020. |
| | | | | |
| 10.12 | | Form of Restricted Stock Unit Agreement for Directors under 2006 Equity and Cash Compensation Incentive Plan.* | | Exhibit 10.12 to Teradyne's Annual Report on Form 10-K for the fiscal year ended December 31, 2016. |
| | | | | |

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| | | | | |
| 10.13 | | 1996 Employee Stock Purchase Plan, as amended.* | | Exhibit 10.13 to Teradyne's Annual Report on Form 10-K for the fiscal year ended December 31, 2022. |
| | | | | |
| 10.14 | | Danish Sub-Plan to the 1996 Employee Stock Purchase Plan. | | Exhibit 10.15 to Teradyne's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 |
| | | | | |
| 10.15 | | Deferral Plan for Non-Employee Directors, as amended.* | | Exhibit 10.1 to Teradyne's Quarterly Report on form 10-Q for the quarter ended October 3, 2021. |
| | | | | |
| 10.16 | | Supplemental Savings Plan, as amended and restated.* | | Exhibit 10.18 to Teradyne's Annual Report on Form 10-K for the fiscal year ended December 31, 2008. |
| | | | | |
| 10.17 | | Supplemental Executive Retirement Plan, as restated.* | | Exhibit 10.19 to Teradyne's Annual Report on Form 10-K for the fiscal year ended December 31, 2008. |
| | | | | |
| 10.18 | | Agreement Regarding Termination Benefits dated January 31, 2023 between Teradyne and Gregory S. Smith.* | | Exhibit 10.18 to Teradyne's Annual Report on Form 10-K for the fiscal year ended December 31, 2022. |
| | | | | |
| 10.19 | | Employment Agreement dated May 7, 2004 between Teradyne and Mark Jagiela.* | | Exhibit 10.37 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended July 4, 2004. |
| | | | | |
| 10.20 | | Executive Officer Retirement Agreement dated July 17, 2019 between Teradyne and Gregory R. Beecher.* | | Exhibit 10.1 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. |
| | | | | |
| 10.21 | | Executive Officer Agreement dated January 31, 2023 between Teradyne and Mark Jagiela.* | | Exhibit 10.21 to Teradyne's Annual Report on Form 10-K for the fiscal year ended December 31, 2022. |
| | | | | |
| 10.22 | | Amended and Restated Executive Officer Change in Control Agreement dated May 26, 2009 between Teradyne and Charles J. Gray, as amended.* | | Exhibit 10.30 to Teradyne's Annual Report on Form 10-K for the fiscal year ended December 31, 2012. |
| | | | | |
| 10.23 | | Employment Agreement dated July 24, 2009 between Teradyne and Charles J. Gray.* | | Exhibit 10.1 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended April 4, 2010. |
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| | | | | |
| Exhibit | | Description | | SEC Document Reference |
| 10.24 | | Executive Officer Agreement dated January 25, 2024 between Teradyne and Charles J. Gray.* | | Exhibit 10.1 to Teradyne's Current Reprot on Form 8-K/A filed January 29, 2024 |
| No. | | | | |
| 10.25
| 10.24 | | Amended and Restated Executive Officer Change in Control Agreement dated June 30, 2012 between Teradyne and Walter G. Vahey, as amended.* | | Exhibit 10.32 to Teradyne's Annual Report on Form 10-K for the fiscal year ended December 31, 2012. |
| | | | | |
| 10.26 | | Employment Agreement dated February 6, 2013 between Teradyne and Walter G. Vahey.* | | Exhibit 10.33 to Teradyne's Annual Report on Form 10-K for the fiscal year ended December 31, 2012. |
| | | | | |
| 10.27 | | Executive Officer Change in Control Agreement dated September 1, 2014 between Teradyne, Inc. and Bradford Robbins.* | | Exhibit 10.1 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended September 28, 2014. |
| | | | | |
| 10.28 | | Employment Agreement dated September 1, 2014 between Teradyne, Inc. and Bradford Robbins.* | | Exhibit 10.2 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended September 28, 2014. |
| | | | | |
| 10.29 | | Executive Change in Control Agreement dated February 8, 2016 between Teradyne, Inc. and Gregory S. Smith.* | | Exhibit 10.1 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended April 3, 2016. |
| | | | | |
| 10.30 | | Employment Agreement dated February 8, 2016 between Teradyne, Inc. and Gregory S. Smith.* | | Exhibit 10.2 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended April 3, 2016. |
| | | | | |
| 10.31 | | Teradyne Offer of Employment dated February 8, 2019 for Sanjay Mehta.* | | Exhibit 10.1 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. |
| | | | | |
| 10.32 | | Executive Officer Change in Control Agreement dated April 25, 2019 between Teradyne, Inc. and Sanjay Mehta.* | | Exhibit 10.2 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. |
| | | | | |
| 10.33 | | Employment Agreement dated April 25, 2019 between Teradyne, Inc. and Sanjay Mehta.* | | Exhibit 10.3 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. |
| | | | | |
| 10.34 | | Agreement Regarding Termination Benefits dated April 25, 2019 between Teradyne, Inc. and Sanjay Mehta.* | | Exhibit 10.4 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. |

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| | | | | |
| | | | | |
| 10.35 | | Executive Officer Change in Control Agreement dated October 1, 2020 between Teradyne, Inc. and Richard Burns.* | | Exhibit 10.1 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended September 27, 2020. |
| | | | | |
| 10.36 | | Executive Officer Change in Control Agreement dated August 21, 2023 between Teradyne, Inc. and Ujjwal Kumar.* | | Exhibit 10.1 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended October 1, 2023. |
| | | | | |
| 10.37 | | Employment Agreement dated June 27, 2023 between Teradyne, Inc. and Ujjwal Kumar.* | | Exhibit 10.2 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended October 1, 2023 |
| | | | | |
| 10.38 | | Executive Officer Change in Control Agreement dated February 2, 2024 between Teradyne, Inc. and Ryan Driscoll.* | | Filed herewith. |
| | | | | |
| 10.39 | | Employment Agreement dated October 1, 2020 between Teradyne, Inc. and Richard Burns.* | | Exhibit 10.2 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended September 27, 2020. |
| | | | | |
| 10.40 | | Time-Based Restricted Stock Unit Agreement dated May 1, 2019 for Sanjay Mehta under 2006 Equity and Cash Compensation Plan.* | | Exhibit 10.5 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. |
| | | | | |
| 10.41 | | Form of Indemnification Agreement.* | | Exhibit 10.24 to Teradyne's Annual Report on Form 10-K for the fiscal year ended December 31, 2006. |
| | | | | |
| 10.42 | | LitePoint Corporation 2002 Stock Plan. | | Exhibit 10.43 to Teradyne's Annual Report on Form 10-K for the fiscal year ended December 31, 2011. |
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| | | | | |
| Exhibit | | Description | | SEC Document Reference |
| 10.43
| No. | | | | |
| | | |
| 10.39 | | Letter Agreement, dated December 6, 2016, between Barclays Bank PLC and Teradyne, Inc., regarding the Base Warrants. | | Exhibit 10.1 to Teradyne's Current Report on Form 8-K filed December 12, 2016. |
| | | | | |
| 10.44 | | Letter Agreement, dated December 6, 2016, between Bank of America, N.A., and Teradyne, Inc. regarding the Base Warrants. | | Exhibit 10.2 to Teradyne's Current Report on Form 8-K filed December 12, 2016. |
| | | | | |
| 10.45 | | Letter Agreement, dated December 6, 2016, between Wells Fargo Bank, National Association and Teradyne, Inc. regarding the Base Warrants. | | Exhibit 10.3 to Teradyne's Current Report on Form 8-K filed December 12, 2016. |
| | | | | |
| 10.46 | | Letter Agreement, dated December 6, 2016, between Barclays Bank PLC and Teradyne, Inc. regarding the Base Call Option Transaction. | | Exhibit 10.4 to Teradyne's Current Report on Form 8-K filed December 12, 2016. |
| | | | | |
| 10.47 | | Letter Agreement, dated December 6, 2016, between Bank of America, N.A. and Teradyne, Inc. regarding the Base Call Option Transaction. | | Exhibit 10.5 to Teradyne's Current Report on Form 8-K filed December 12, 2016. |
| | | | | |
| 10.48 | | Letter Agreement, dated December 6, 2016, between Wells Fargo Bank, National Association and Teradyne, Inc. regarding the Base Call Option Transaction. | | Exhibit 10.6 to Teradyne's Current Report on Form 8-K filed December 12, 2016. |
| | | | | |
| 10.49 | | Letter Agreement, dated December 9, 2016, between Barclays Bank PLC and Teradyne, Inc., regarding the Additional Warrants | | Exhibit 10.7 to Teradyne's Current Report on Form 8-K filed December 12, 2016. |
| | | | | |
| 10.50 | | Letter Agreement, dated December 9, 2016, between Bank of America, N.A., and Teradyne, Inc. regarding the Additional Warrants. | | Exhibit 10.8 to Teradyne's Current Report on Form 8-K filed December 12, 2016. |
| | | | | |
| 10.51 | | Letter Agreement, dated December 9, 2016, between Wells Fargo Bank, National Association and Teradyne, Inc. regarding the Additional Warrants. | | Exhibit 10.9 to Teradyne's Current Report on Form 8-K filed December 12, 2016. |
| | | | | |
| 10.52 | | Letter Agreement, dated December 9, 2016, between Barclays Bank PLC and Teradyne, Inc. regarding the Additional Call Option Transaction. | | Exhibit 10.10 to Teradyne's Current Report on Form 8-K filed December 12, 2016. |
| | | | | |
| 10.53 | | Letter Agreement, dated December 9, 2016, between Bank of America, N.A. and Teradyne, Inc. regarding the Additional Call Option Transaction | | Exhibit 10.11 to Teradyne's Current Report on Form 8-K filed December 12, 2016. |
| | | | | |

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| | | | | |
| 10.54 | | Letter Agreement, dated December 9, 2016, between Wells Fargo Bank, National Association and Teradyne, Inc. regarding the Additional Call Option Transaction. | | Exhibit 10.12 to Teradyne's Current Report on Form 8-K filed December 12, 2016. |
| | | | | |
| 10.55 | | Credit Agreement dated May 1, 2020 among Teradyne, Inc., Truist Bank, as the administrative agent, issuing bank and swingline lender, and other lenders party thereto. | | Exhibit 10.1 to Teradyne's Current Report on Form 8-K filed May 5, 2020. |
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| | | | | |
| Exhibit | | Description | | SEC Document Reference |
| 10.56
| No. | | | | |
| | | |
| 10.52 | | First Amendment to Credit Agreement dated December 10, 2021 among Teradyne, Inc., Truist Bank, as the administrative agent, issuing bank and swingline lender, and other lenders party thereto. | | Exhibit 10.52 to Teradyne's Annual Report on Form 10-K for the fiscal year ended December 31, 2021. |
| | | | | |
| 10.57 | | Second Amendment to Credit Agreement dated October 5, 2022 among Teradyne, Inc., Truist Bank, as the administrative agent, issuing bank and swingline lender, and other lenders party thereto. | | Exhibit 10.1 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended October 2, 2022. |
| | | | | |
| 21.1 | | Subsidiaries of Teradyne. | | Filed herewith. |
| | | | | |
| 23.1 | | Consent of PricewaterhouseCoopers LLP. | | Filed herewith. |
| | | | | |
| 31.1 | | Rule 13a-14(a) Certification of Principal Executive Officer. | | Filed herewith. |
| | | | | |
| 31.2 | | Rule 13a-14(a) Certification of Principal Financial Officer. | | Filed herewith. |
| | | | | |
| 32.1 | | Section 1350 Certification of Principal Executive Officer. | | Furnished herewith. |
| | | | | |
| 32.2 | | Section 1350 Certification of Principal Financial Officer. | | Furnished herewith. |
| | | | | |
| 97.1 | | Policy for Recoupment of Incentive Compensation. | | Filed herewith. |
| | | | | |
| 101 | | The following financial information from Teradyne, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022, (ii) Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021, (iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022 and 2021 (iv) Consolidated Statements of Shareholders' Equity for the years ended December 31, 2023, 2022 and 2021, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021, and (vi) the Notes to Consolidated Financial Statements. | | |
| | | | | |
| 104 | | The cover page of the Annual Report on Form 10-K formatted in Inline XBRL (included in Exhibit 101). | | |



-Confidential treatment granted.|

* -Management contract or compensatory plan.|

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this 22nd day of February 2024.



| | | |
| TERADYNE, INC. |
| | |
| By: | | /S/ SANJAY MEHTA |
| | | Sanjay Mehta, |
| | | Vice President, Chief Financial Officer and |
| | ||
| | | Treasurer |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



| | | |
| Signature | Title | Date |
| Signature | | Title || Date |
| | | |
| | | |

| | | |
| /S/ PAUL J. TUFANO | | Chair of the Board | | February 22, 2024 |
| | | |
| | | |
| | | |
| Paul J. Tufano | | |
| | | |
| /S/ GREGORY SMITH | | Chief Executive Officer (Principal Executive Officer) and Director | | February 22, 2024 |
| | | |
| | | |
| Gregory Smith | | |
| Gregory Smith | | |
| | | |
| /S/ SANJAY MEHTA | | Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | | February 22, 2024 |
| | | |
| | | |
| | | |
| Sanjay Mehta | | | | |
| | | |
| /S/ TIMOTHY E. GUERTIN | Director | | February 22, 2024 |
| | | |
| | | |
| Edwin J. Gillis | | |
| Timothy E. Guertin | | |
| | | |
| /S/ PETER HERWECK | Director | | February 22, 2024 |
| | | |
| | | |
| Timothy E. Guertin | | |
| Peter Herweck | | |
| | | |
| /S/ MERCEDES JOHNSON | Director | | February 22, 2024 |
| | | |
| | | |
| Peter Herweck | | |
| Mercedes Johnson | | |
| | | |
| /S/ ERNEST E. MADDOCK | Director | | February 22, 2024 |
| | | |
| | | |
| Mercedes Johnson | | |
| Ernest E. Maddock | | |
| | | |
| /S/ MARILYN MATZ | Director | | February 22, 2024 |
| | | |
| | | |
| Ernest E. Maddock | | |
| Marilyn Matz | | |
| | | |
| /S/ FOUAD TAMER | Director | | February 22, 2024 |
| | | |
| | | |
| Marilyn Matz | ||| | | |
| Fouad Tamer
| | |



| | | |
| /S/ Fouad Tamer | | Director || February 22, 2023 || | | |
| /S/ BRIDGET VAN KRALINGEN | Director | February 22, 2024 |

| | | |
| | | |
| Fouad Tamer | | |
| Bridget van Kralingen | | |



95


Exhibit 4.3



DESCRIPTION OF COMMON STOCK



As of December 31, 2023, Teradyne, Inc. ("Teradyne" or the "Company") has its common stock as the only class of securities under Section 12 of the Securities Exchange Act of 1934, as amended.



The following is a description of the material terms and provisions of the Company's common stock and may not contain all the information that is important to you. Please refer to the Company's Restated Articles of Organization (the "Articles of Organization") and Amended and Restated Bylaws (the "Bylaws") for complete information.



Under the Company's Articles of Organization, it has authority to issue 1,000,000,000 shares of common stock, par value $0.125 per share. As of December 31, 2023, there were 152,889,750 shares of common stock outstanding.



Common Stock



Holders of Teradyne common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders. Since holders of Teradyne common stock do not have cumulative voting rights, the holders of more than 50% of Teradyne common stock can elect all the directors if they so choose. Holders of Teradyne common stock are entitled to receive ratably dividends, if any, as may be declared by the Teradyne board of directors out of funds legally available for payment of dividends. Upon the liquidation, dissolution or winding up of Teradyne, holders of Teradyne common stock are entitled to receive ratably the net assets of Teradyne available after the payment of all debts and other liabilities of Teradyne. Holders of Teradyne common stock have no preemptive, subscription, redemption or conversion rights, nor are they entitled to the benefit of any sinking fund. The outstanding shares of common stock are fully paid and non-assessable.



The transfer agent and registrar for the common stock is Broadridge Corporate Issuer Solutions, Inc., P.O. Box 1342, Brentwood, NY 11717. The common stock is listed on the Nasdaq Global Select Market under the trading symbol "TER."



Anti-Takeover Effects of Massachusetts Law and Provisions of our Charter Documents



Certain provisions in the Massachusetts General Laws, the Articles of Organization and the Bylaws may have the effect of delaying, deferring or preventing a change in control of Teradyne, including:



Special Meetings of Stockholders. Special meetings of our stockholders may be called only by the Chief Executive Officer, the President, by the directors or by the Secretary, or in case of the death, absence, incapacity or refusal of the Secretary, by any other officer, upon written application of one or more stockholders who hold at least a majority of the shares of our capital stock entitled to vote at such a meeting (or such lesser percentage in interest as shall be the maximum percentage permitted under Massachusetts law).



Advance Notice Procedures. The Bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of the Company's stockholders, including proposed nominations of persons for election to the board of directors. Stockholders at an annual meeting may only consider proposals or nominations specified in the written notice of meeting or brought before the meeting by or at the direction of the board of directors, the Chief Executive Officer or the President or by a stockholder who was a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given our Secretary timely written notice, in proper form, of the stockholder's intention to bring that business before the meeting, or pursuant to the proxy access nomination procedures in the Bylaws.



Proxy Access Nominations. Under the Bylaws, the Company will include in its proxy statement for an annual meeting the name, together with certain other required information, of any person nominated for the election of to the board of directors in compliance with specified provisions in the Bylaws by a single


stockholder that satisfies (or by a group of no more than 20 stockholders that satisfy) various notice and other requirements specified in the Bylaws. Among other requirements in the Bylaws, such stockholder or group of stockholders would need to provide evidence verifying that the stockholder or group owns, and has owned continuously for the preceding three years, at






least 3% of the issued and outstanding voting shares of the Company. The Bylaws contain limitations on the maximum number of nominees submitted by stockholders that the Company would be required to include in its proxy statement for an annual meeting.



Removal of Directors and Vacancies. The Bylaws provide that any director may be removed from office only (a) for cause as defined in the Massachusetts General Laws and by the affirmative vote of a majority of our outstanding shares and entitled to vote in the election of directors or (b) for cause by vote of a majority of the directors then in office. Vacancies and newly created directorships, whether resulting from an increase in the size of the board of directors, from the death, resignation, disqualification or removal of a director or otherwise, shall be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the board of directors.



Indemnification of Directors, Officers and Employees. Pursuant to the Articles of Organization and Bylaws, Teradyne shall indemnify, to the full extent authorized by law, any person made or threatened to be made a party to an action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he or she is or was a director, officer, employee or agent of Teradyne or is or was serving, at the request of the Teradyne, as a director, officer, employee or agent of another organization. The board of directors may, without stockholder approval, authorize Teradyne to enter into agreements, including any amendments or modifications thereto, with any of its directors, officers, employees or other agents providing for indemnification of such persons to the maximum extent permitted under applicable law and Teradyne's Articles of Organization and Bylaws.



Business Combinations with Interested Stockholders. The Massachusetts General Laws contain anti-takeover provisions regarding, among other things, business combinations with an affiliated stockholder. In general, the Massachusetts General Laws prevent a publicly held Massachusetts corporation from engaging in a business combination, as defined in the Massachusetts General Laws, with an interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:

| | •| |
before the date on which the person became an interested stockholder, the board of directors of the corporation approved either the business combination or the transaction in which the person became an interested stockholder;|
| | •| |
the interested stockholder acquires at least 90% of the outstanding voting stock of the corporation at the time it becomes an interested stockholder; or|
| | •| |
the business combination is approved by the board of directors and the holders of at least two-thirds of the outstanding voting stock of the corporation voting at a meeting, excluding the voting stock owned by the interested stockholder.|

An interested stockholder is generally a person owning 5% or more of the outstanding voting stock of the corporation. A business combination includes mergers, consolidations, stock and asset sales and other transactions with the interested stockholder that result in a financial benefit to the interested stockholder.



Control Share Acquisitions. Teradyne has elected to opt out of the control share acquisitions provisions of the Massachusetts General Laws. Teradyne could, however, opt into these control share acquisitions provisions at any time by amending our Bylaws.



In general, the control share acquisitions provisions of the Massachusetts General Laws provide that any person, including his, her or its affiliates, who acquires shares of a corporation that are subject to the control share acquisitions statute and whose shares represent one-fifth or more, one-third or more, or a majority or more of the voting power of the corporation in the election of directors cannot exercise any voting power with respect to those shares, or any shares acquired by the person within 90 days before or after an acquisition of this nature, unless these voting rights are authorized by the stockholders of the corporation.



The authorization of voting rights requires the affirmative vote of the holders of a majority of the outstanding voting shares, excluding shares owned by:

| | •| |
the person making an acquisition of this nature;|






| | •| |
any officer of the corporate; and|
| | •| |
any employee who is also a director of the corporation.|

There are several other types of share acquisitions that are not subject to these provisions of the Massachusetts General Laws, including acquisitions of shares under a tender offer, merger or consolidation which is made in connection with an agreement to which the corporation is a party and acquisitions of shares directly from the corporation or a wholly owned subsidiary of the corporation.










Exhibit 10.38

EXECUTIVE OFFICER CHANGE IN CONTROL AGREEMENT





EXECUTIVE OFFICER CHANGE IN CONTROL AGREEMENT entered into this 2nd day of February, 2024, by and between Teradyne, Inc. (including its subsidiaries, "Teradyne"), and the undersigned executive officer ("Employee").

(as amended, effective November 14, 2022)

Article 1-Purpose.

this 1996 Employee Stock Purchase Plan (the "Plan") is intended to encourage stock ownership by all eligible employees of Teradyne, Inc. (the "Company"), a Massachusetts corporation, and its participating subsidiaries, (as defined in Article 17) so that they may share in the growth of the Company by acquiring or increasing their proprietary interest in the Company. The Plan is designed to encourage eligible employees to remain in the employ of the Company and its participating subsidiaries. The Plan is intended to constitute an "employee stock purchase plan" within the meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended (the "Code").





WITNESSETH:



WHEREAS, Teradyne and Employee desire to set forth certain terms and conditions relating to the termination of Employee's employment upon the occurrence of a Change in Control (as hereinafter defined) of Teradyne.


Article 2-Administration of the Plan.



The Plan may be administered by a committee appointed by the Board of Directors of the Company (the "Committee"). The Committee shall consist of not less than two members of the Company's Board of Directors. The Board of Directors may from time to time remove members from, or add members to, the Committee. Vacancies on the Committee, howsoever caused, shall be filled by the Board of Directors. the Committee may select one of its members as Chairman, and shall hold meetings at such times and places as it may determine. Acts by a majority of the Committee, or acts reduced to or approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee.
NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows:



1. Entitlements Upon a Termination Event. If, within twenty-four (24) months following a Change in Control or in contemplation of a Change in Control, there is a Termination Event, and subject to the conditions set forth herein and the performance by Employee of the undertakings and duties set forth herein, Employee shall be entitled to the rights, payments and other benefits set forth below:



The interpretation and construction by the Committee of any provisions of the Plan or of any option granted under it shall be final, unless otherwise determined by the Board of Directors. The Committee may from time to time adopt such rules and regulations for carrying out the Plan as it may deem best, provided that any such rules and regulations shall be applied on a uniform basis to all similarly situated employees under the Plan. No member of the Board of Directors or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any option granted under it.
(a) Treatment of Awards. Equity Awards that are not subject to Performance Criteria shall be governed by Section 1(b) below, and Cash Awards and Equity Awards that are subject to Performance Criteria shall be governed by Section 1(c) below. The parties hereto acknowledge that, except as otherwise provided herein, the terms of this Agreement are intended to modify the terms of Employee's existing Cash Award and Equity Award agreements and to be a supplement to Cash Award and Equity Award agreements granted on or subsequent to the date hereof.


In The event the Board of Directors fails to appoint or refrains from appointing a Committee, the Board of Directors shall have all power and authority to administer the Plan. In such event, the word "Committee" wherever used herein shall be deemed to mean the Board of Directors.

Article 3-Eligible Employees.

No option may be granted to any person serving as a member of the Committee at the time of grant. Subject to the foregoing limitation, All employees of the Company or any of its participating subsidiaries who are employees of the Company or any of its


(b) Acceleration of Equity Awards. All of Employee's unvested or unexercisable Equity Awards or Equity Awards subject to restrictions on transfer imposed by Teradyne or repurchase rights in favor of Teradyne, as applicable, granted prior to, on, or after the date hereof (but only (I) such Equity Awards as have been granted to Employee by Teradyne as of the date of the Change in Control or (II) such Equity Awards as have been assumed by an acquiring company at the time of a Change in Control or such new cash and equity awards that have been substituted by an acquiring company for Equity Awards existing at the time of a Change in Control, each pursuant to the terms of any Teradyne incentive plan) shall automatically become fully vested, exercisable or free of restrictions on transfer imposed by Teradyne or repurchase rights in favor of Teradyne, as applicable, as of the date of such Termination Event, and all Equity Awards granted on or after the date hereof shall, to the extent applicable, remain exercisable for the remainder of the generally applicable term of such Equity Award.



participating subsidiaries on or before the first day of any Payment Period (as defined in Article 5), and whose customary employment is not less than twenty hours per week and more than five months in any calendar year shall be eligible to receive options under the Plan to purchase common stock of the Company, par value $.125 per share ("Common Stock"); provided, however, that the Committee retains the discretion to determine which eligible employees may participate in an offering pursuant to and consistent with Treasury Regulation Sections 1.423.2(e) and (f). All eligible employees shall have the same rights and privileges hereunder, except as permitted or required under Treasury Regulation 1.423-2(f) and Article 17 hereof. Persons who elect to, enter the Plan in accordance with Article 7 and who are eligible employees on, the first business day of any Payment Period (as defined in Article 5) shall receive their options as of such day. Persons who elect to enter the Plan in accordance with Article 7 and who become eligible employees after any date on which options are granted under the Plan shall be granted options on the first business day of the next succeeding Payment Period on which options are granted to eligible employees under the Plan. In no event, however, may an Employee be granted an option if such employee, immediately after the option was granted, would be treated as owning stock possessing five percent or more of the total combined voting power or value of all classes of stock of the Company or of any parent corporation or subsidiary corporation, as the terms "parent corporation" and "subsidiary corporation" are defined in Section 424(e) and (f) of the Code. For purposes of determining stock ownership under this paragraph, the rules of Section 424(d) of the Code shall apply, and stock which the employee may purchase under outstanding options shall be treated as stock owned by the employee.

Article 4-Stock Subject to the Plan.

The stock subject to the options under the Plan shall be authorized but unissued Common Stock, or shares of Common Stock reacquired by the company including shares purchased in the open market. The aggregate number of shares which may be issued pursuant to the Plan is 33,400,000, subject to adjustment as provided in Article 12. If any option granted under the plan) shall expire or terminate for any reason without having been exercised in full or shall cease for any reason to be exercisable in whole or in part, the unpurchased shares subject thereto shall again be available under the Plan.

Article 5-Payment Periods and Stock Options.

For the duration of the Plan, a Payment Period shall be defined as each six-month period commencing on the first day of January and ending on the last day of June and commencing on the first day of July and ending on the last day of December of each calendar year.

On the first business day of each Payment Period, the Company will grant to each eligible employee who is then a participant in the Plan an option to purchase on the last day of such Payment Period, at the Option Price hereinafter provided for a maximum number of 3,000 shares on condition that such employee remains eligible to participate in the Plan throughout the remainder of such Payment Period. the participant shall be entitled to exercise the option so granted only to the extent of the participant's

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accumulated payroll deductions on the last day of such Payment Period. If the participant's accumulated payroll deductions on the last day of the Payment Period would enable the participant to purchase more than 3,000 shares except for the 3,000 share limitation, the excess of the amount of the accumulated payroll deductions over the aggregate purchase price of the 3,000 shares shall be promptly refunded to the participant by the Company, without interest. The Option Price per share for each Payment Period shall be 85% of the fair market value of the Common Stock on the last business day of the Payment Period rounded up to the nearest cent. The foregoing limitation on the number of shares subject to option and the Option Price shall be subject to adjustment as provided in Article 12.
(c) Satisfaction of Performance Criteria. All of Employee's Cash Awards and Equity Awards that are subject to Performance Criteria shall be settled and paid in the following manner: Employee shall be deemed to have satisfied the necessary percentage of the Performance Criteria to which such Cash Awards and Equity Awards are subject as of the date of the Termination Event, that will provide Employee with the target level of such Cash Awards and Equity Awards; and Employee shall be entitled to receive that portion of each Cash Award and Equity Award payable, at the target level. For purposes of the Cash Awards, the payment shall be multiplied by a fraction, the numerator of which shall be the number of calendar months that have passed during the period in which the Performance Criteria are to be measured (treating the month in which the Termination Event occurs as a full calendar month) and the denominator of which shall be the total number of calendar months in such period. For purposes of this Agreement, "target level" is that percentage of the Performance Criteria established at the beginning of each calendar year in order for the Employee to achieve Model Compensation. Unless otherwise required under Section 1(e) below, such Cash Awards and Equity Awards shall be paid to Employee or the restrictions on transfer removed not later than 10 days following the Termination Event.


For purposes of the Plan, the term "fair market value" on any date means (i) the closing price (on that date of the Common Stock on the principal national securities exchange on which the Common Stock is traded, if the Common Stock is then traded on a national securities exchange; or (ii) the average of the closing bid and asked prices last quoted (on that date) by an established quotation service for over-the-counter securities, if the Common Stock is not reported on a national securities exchange; or (iii) if the Common Stock is not publicly traded, the fair market value of the Common Stock as determined by the Committee after taking into consideration all factors which it deems appropriate, including, without limitation, recent sale and offer prices of the Common Stock in private transactions negotiated at arm's length.

For purposes of the Plan, the term "business day" means a day on which there is trading on The Nasdaq Stock Market or the aforementioned national securities exchange, whichever is applicable pursuant to the preceding paragraph; and if neither is applicable, a day that is not a Saturday, Sunday or legal holiday in Massachusetts.

Notwithstanding any other provision herein, no Employee shall be granted an option which permits the employee's right to purchase stock under the Plan, and under all other Section 423(b) employee stock purchase plans of the Company and any parent or subsidiary corporations, to accrue at a rate which exceeds $25,000 of fair market value of such stock (determined on the date or dates that options on such stock were granted) For each calendar year in which such option is outstanding at any time. The purpose of the limitation in the preceding sentence is to comply with Section 423(b)(8) of the Code. If the participant's accumulated payroll deductions on the last day of the payment Period would otherwise enable the participant to purchase Common Stock in excess of the Section 423(b)(8) $25,000 limitation described in this paragraph, the excess of the amount of the accumulated payroll deductions over the aggregate purchase price of the shares actually purchased shall be promptly refunded to the participant by the Company, without interest.

Article 6-Exercise of Option.

Each eligible employee who continues to be a participant in the Plan on the last day of a Payment Period shall be deemed to have exercised his or her option on such date and shall be deemed to have purchased from the Company such number of whole and fractional shares of Common Stock reserved for the purpose of the Plan as the



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participant's accumulated payroll deductions on such date will pay for at the Option Price, subject to the 3,000 share limit of the option and the Section 423(b)(8) $25,000 limitation described in Article 5. If the individual is not a participant on the last day of a Payment Period, then he or she shall not be entitled to exercise his or her option. Fractional shares of Common Stock may be purchased under the Plan.

Article 7-Authorization For Entering the Plan.

An employee may elect to enter the Plan by filling out, signing and delivering to the Company an authorization:

A. Stating the percentage to be deducted from the employee's pay;

B. Authorizing the purchase of stock for the employee in each Payment Period in accordance with the terms of the Plan; and

C. Specifying the exact name or names in which stock purchased for the Employee is to be issued as provided under Article 11 hereof.

such authorization must be received by the Company on or before the first day of the next succeeding Payment Period.


(d) Salary Continuation. Unless otherwise required under Section 1 (e) below, Teradyne shall pay Employee monthly an amount equal to 1/12th of Employee's current annual Model Compensation as of the Termination Event for a period of 24 months following the date of the Termination Event (the "Salary Continuation
Unless a participant files a new authorization or withdraws from the Plan, the deductions and purchases under the authorization the participant has on file under the Plan will continue from one Payment Period to succeeding Payment Periods as long as the Plan remains in effect.

The Company will accumulate and hold for each participant's account the amounts deducted from his or her pay No interest will be paid on these amounts.

Article 8-Maximum Amount of Payroll Deductions.

An Employee may authorize payroll deductions in an amount (expressed as a whole percentage) not less than two percent (2%) but not more than ten percent (10%) of the Employee's cash Compensation

Article 9-Change in Payroll Deductions.

Deductions may not be increased during a Payment Period. Deductions may be decreased during a Payment Period, provided that an employee may not decrease his deduction more than once during any Payment Period.

Article 10-Withdrawal from the Plan.

A participant may withdraw from the Plan (in whole but not in part) at any time prior to the last day of a Payment Period by delivering a withdrawal notice to the Company.



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To re-enter the Plan, an employee who has previously withdrawn must file a new authorization on or before the first day of the next Payment period in which he or she wishes to participate. The employee's re-entry into the Plan becomes effective at the beginning of such Payment Period, provided that he or she is an eligible employee on the first business day of the Payment Period.






Article 11-Issuance of Stock.

Stock issued to participants shall be delivered as soon as practicable after each Payment Period"). by the Company's transfer agent.
Period"). In the event a Termination Event constitutes termination for Good Reason on account of a material reduction in Model Compensation, the payment obligation pursuant to this Section 1(d) shall be calculated without giving effect to any such reductions in Model Compensation. All such continued payments shall be made in accordance with Teradyne's customary pay practices. Subject to Section 1(e)(i) of this Agreement but notwithstanding any other provision of this Agreement to the contrary, the continued payments to Employee contemplated by this Section 1(d) and any benefits provided to Employee that are subject to Section 409A of the Code shall commence on the 60th day following the Termination Event provided Employee has complied with the requirements of Section 1(g) of this Agreement and the release of claims has become irrevocable under applicable law no later than on the 60th day following his Termination Event.


Stock purchased under the Plan shall be issued only In the name of the participant, or if the participant's authorization so specifies, in the name of the participant and another person of legal age as joint tenants with rights of survivorship.

Article 12-Adjustments.

Upon the happening of any of the following described events, a participant's rights under options granted under the Plan shall be adjusted as hereinafter provided:

A. In the Event that the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares or if, upon a reorganization, split-up, liquidation, recapitalization or the like of the Company, the shares of Common Stock shall be exchanged for other securities of the Company, each participant shall be entitled, subject to the conditions herein stated, to purchase such number of shares of Common Stock or amount of other securities of the Company as were exchangeable for the number of shares of Common Stock that such participant would have been entitled to purchase except for such action, and appropriate adjustments shall be made in the purchase price per share to reflect such subdivision, combination or exchange; and

B. In the event the Company shall issue any of its shares as a stock dividend upon or with respect to the shares of stock of the class which shall at the time be subject to options hereunder, each participant upon exercising such an option shall be entitled to receive (for the purchase price paid upon such exercise) the shares as to which the participant is exercising his or her option and, in addition thereto (at no additional cost), such number of shares of the class or classes in which such stock dividend or dividends were declared or paid, and such amount of cash in lieu of fractional shares, as is equal to the number of shares thereof and the amount of cash in lieu of fractional shares, respectively, which the participant would have received if the participant had been the holder of the shares as to which the participant is exercising his or her option at all times between the date of the granting of such option and the date of its exercise.

Upon the happening of any of the foregoing events, the class and aggregate number of shares set forth in Article 4 hereof which are subject to options which have been or may be granted under the Plan and the limitations set forth in the second paragraph of Article 5 shall also be appropriately adjusted to reflect the events specified

(e) Deferred Compensation/Section 409A.

in paragraphs A and B above. Notwithstanding the foregoing, any adjustments made pursuant to paragraphs a or B shall be made only after the Committee, based on advice of counsel for the Company, determines whether such adjustments would constitute a "modification" (as that term is defined in Section 424 of the Code If the Committee determines that such adjustments would constitute a modification, it may refrain from making such adjustments.
(i) Notwithstanding any other provision of this Agreement, if the Employee is a " specified employee" at the time of the Employee's "separation from service" as defined in Section 409A of the Code , all payments, benefits, or removal of restrictions on the transfer of equity under this Agreement with respect to the Employee's "separation from service" that constitute compensation deferred under a nonqualified deferred compensation plan as defined in Section 409A of the Code to which such specified employee would otherwise be entitled during the first six months following the date of separation from service shall be made on the first day of the seventh month after the date of separation from service (or, if earlier, the date of death of the Employee).


If the Company is to be consolidated with or acquired by another entity in a merger, a sale of all or substantially all of the Company's assets or otherwise (an "Acquisition"), the Committee or the board of directors of any entity assuming the obligations of the Company hereunder (the "Successor Board") shall, with respect to options then outstanding under the Plan, either (i) make appropriate provision for the continuation of such options by arranging for the substitution on an equitable basis for the shares then subject to such options either (a) the consideration payable with respect to the outstanding shares of the Common Stock in connection with the Acquisition, (b) shares of stock of the successor corporation, or a parent or subsidiary of such corporation, or (c) such other securities as the Successor Board deems appropriate, the fair market value of which shall not exceed the fair market value of the shares of Common Stock subject to such options immediately preceding the Acquisition; or (ii) terminate each participant's options in exchange for a cash payment equal to the excess of the fair market value on the date of the Acquisition of the number of shares of Common Stock that the participant's accumulated payroll deductions as of the date of the Acquisition could purchase, at an option price determined with reference only to the first business day of the applicable Payment Period and subject to the 3,000 share limit and Code Section 423(b)(8) limitations on the amount of stock a participant would be entitled to purchase over the aggregate option price to such participant thereof.


(ii) For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A, and any payments that are due within the "short term deferral period" as defined in Section 409A or payments that are made under separation pay plans as described in Treasury Regulation Section 1.409A-1(b)(9)(ii), (iii) or (iv), shall not be treated as deferred compensation unless applicable law requires otherwise. Neither Teradyne nor the Employee shall have the right to accelerate or defer the delivery of any payments or benefits under this Agreement except to the extent specifically permitted or required by Section 409A.


The Committee or Successor Board shall determine the adjustments to be made under this Article 12, and its determination shall be conclusive.

Article 13-No Transfer or Assignment of Employee's Rights.

An option granted under the Plan may not be transferred or assigned, otherwise than by will or by the laws of descent and distribution. any option granted under the Plan may be exercised, during the participant's lifetime, only by the participant.

Article 14-Termination of Employee's Rights.

Whenever a participant ceases to be an eligible employee because of retirement, voluntary or involuntary termination, resignation, layoff, discharge, death or for any other reason, his or her rights under the Plan shall immediately terminate, and the Company shall promptly refund, without interest, the entire balance of his or her payroll deduction account under the Plan; provided, however, that if an employee is laid off during the last three months of any Payment Period, he shall nevertheless be deemed to be a participant in the Plan on the last day of the Payment Period. Notwithstanding the foregoing, eligible employment shall be treated as continuing intact while a participant is on military leave, sick leave or other bona fide leave of absence, for up to 90 days, or, if such leave is



6


longer than 90 days, for so long as the participant's right to re-employment is guaranteed either by statute or by written contract. Notwithstanding any other provision herein, if a participant's employment is terminated by reason of retirement, and the date of such termination occurs after the date that is 3 months prior to the last day of the Payment Period, such participant's rights under the Plan are not immediately terminated, and if the participant has not withdrawn from the Plan, such participant's options shall, be deemed to have been exercised on the last day of the Payment Period in accordance with the Terms of the Plan.


(iii) This Agreement is intended to comply with the provisions of Section 409A and the Agreement shall, to the extent practicable, be construed in accordance therewith. Terms defined in the Agreement shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. In any event, Teradyne makes no representations or warranty and shall have no liability to Employee or any other person if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that section.


Article 15-Termination and Amendments to Plan.

The Plan may be terminated at any time by the Company's Board of Directors but such termination shall not affect options then outstanding under the Plan. if at any time shares of stock reserved for the purpose of the Plan remain available for purchase but not in sufficient number to satisfy all then unfilled purchase requirements, the available shares shall be apportioned among participants in proportion to the amount of payroll deductions accumulated on behalf of each participant that would otherwise be used to purchase stock, and the Plan shall terminate. Upon such termination or any other termination of the Plan, all payroll deductions not used to purchase stock will be refunded, without interest.

The Committee or the Board of Directors may from time to time adopt amendments to the Plan provided that, without the approval of the shareholders of the Company, no amendment may (i) increase the number of shares that may be issued under the Plan; (ii) change the class of employees eligible to receive options under the Plan, if such action would be treated as the adoption of a new plan for purposes of Code Section 423(b) and the regulations thereunder; (iii) cause Rule 16b-3 under the Securities Exchange Act of 1934 to become inapplicable to the Plan or (iv) materially revise the Plan pursuant to the rules and regulations of The Nasdaq Stock Market LLC.


(iv) If any amount is payable under the provisions of paragraph (f), below, as a reimbursement of Employee's expenses, under the provisions of Section 2 and 13, or any other provision of this Agreement that constitutes a reimbursement of expenses under Section 409A then, notwithstanding the other provisions of this Agreement with respect to the payment of such reimbursement, the following limitations shall apply: (A) the expenses eligible for reimbursement may not affect the expenses eligible for reimbursement in any other taxable year; (B) such reimbursement must be made on or before the last day of the year following the year in which the expenses are incurred; (C) the right to reimbursement is not subject to liquidation or exchange for another benefit; and (D) in connection with reimbursements under Section 13 the period during which such expenses can be incurred extends to the end of the period permitted for such claims under the applicable statute of limitations.


Article 16-Limits on Sale of Stock Purchased under the Plan.

The Plan is intended to provide shares of Common Stock for investment and not for resale. The Company does not, however, intend to restrict or influence any employee in the conduct of his or her own affairs. An employee may, therefore, sell stock purchased under the Plan at any time the employee chooses, subject to compliance with any applicable federal or state securities laws and subject to any restrictions imposed under Article 21 to ensure that tax withholding obligations are satisfied. the EMPLOYEE ASSUMES THE RISK OF ANY MARKET FLUCTUATIONS in THE PRICE OF THE STOCK.

Article 17-Participating Subsidiaries.

The term "participating subsidiary" shall mean any present or future subsidiary of the Company, as that term is defined in Section 424(f) of the Code, that is designated from time to time by the Board of Directors to participate in the Plan. the Board of Directors shall have the power to make such designation before or after the Plan is



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approved by the shareholders. The Board may from time to time establish one or more sub-plans under the Plan with respect to one or more participating subsidiaries, provided that such sub-plan complies with Section 423 of the Code and related Treasury Regulations.

The Company may, in order to comply with the laws of a foreign jurisdiction, grant options to employees of the Company or a participating subsidiary who are citizens or residents of such foreign jurisdiction (without regard to whether they are also citizens of the United States or resident aliens within the meaning of Section 7701(b)(1)(A) of the Code) with terms that are less favorable (but not more favorable) than the terms of options granted under the Plan to employees of the Company or a participating subsidiary who are resident in the United States. Notwithstanding the preceding provisions of the plan employees of the Company or a participating subsidiary who are citizens or residents of a foreign jurisdiction (without regard to whether they are also citizens of the United States or resident aliens within the meaning of Section 77091(b)(1)(A) of the Code) may be excluded from eligibility under the Plan if (a) the grant of an option under the Plan to a citizen or resident of the foreign jurisdiction is prohibited under the laws of such jurisdiction or (b) compliance with the laws of the foreign jurisdiction would cause the Plan to violate the requirements of Section 423 of the Code. The Company may add one or more appendices to this Plan describing the operation of the Plan in those foreign jurisdictions in which employees are excluded from participation or granted less favorable options.


(f) Benefit Continuation. During the Salary Continuation Period, Teradyne shall arrange or provide for continued health, dental and vision insurance plan coverage for the Employee at the same levels of coverage in existence prior to the Termination Event subject to Teradyne and Employee each contributing to the applicable insurance premium payments on the same basis and in the same proportions as in existence at the date of the Termination Event. If the Employee is not eligible for continued health, dental and vision insurance plan coverage for any portion of the twenty-four (24) month period defined herein, Teradyne shall provide or reimburse Employee for comparable individual insurance and, if such provision or reimbursement constitutes taxable income to the Employee, such additional amount as is necessary to place the Employee in substantially the same after tax position as he was while an employee of Teradyne with respect to such insurance plan coverages. All other benefits, including but not limited to flex/vacation time accrual, short and long term disability insurance, life insurance, contributions (including company matches) into savings plan and "savings plan plus", profit sharing payments and participation in the Employee stock purchase plan shall cease as of the date of the Termination Event.


Article 18-Optionees Not Shareholders.

Neither the granting of an option to an employee nor the deductions from his or her pay shall constitute such employee a stockholder of the shares covered by an option until such shares have been actually purchased by the Employee

Article 19-Application of Funds.

The proceeds received by the Company from the sale of Common Stock pursuant to options granted under the plan will be used for general corporate purposes.

Article 20-Notice to Company of Disqualifying Disposition.

By electing to participate in the Plan, each participant agrees to notify the Company in writing immediately after the participant transfers Common Stock acquired under the Plan, if such transfer occurs within two years after the first business day of the Payment period in which such Common Stock was acquired. Each participant further agrees to provide any information about such a transfer as may be requested by the Company or any subsidiary corporation in order to assist it in complying with the tax laws. such dispositions generally are treated as "disqualifying dispositions" under Sections 421 and 424 of the Code, which have certain tax consequences to participants and to the Company and its participating subsidiaries.



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Article 21-Withholding of Additional Income Taxes.

By electing to participate in the Plan, each participant acknowledges that the Company and its participating subsidiaries are required to withhold taxes with respect to the amounts deducted from the participant's compensation and accumulated for the benefit of the participant under the plan and each participant agrees that the Company and its participating subsidiaries may deduct additional amounts from the participant's compensation, when amounts are added to the participant's account, used to purchase Common Stock or refunded, in order to satisfy such withholding obligations. Each participant further acknowledges that when Common Stock is purchased under the plan the Company and its participating subsidiaries may be required to withhold taxes with respect to all or a portion of the difference between the fair market value of the Common Stock purchased and its purchase price, and each participant agrees that such taxes may be withheld from compensation otherwise payable To such participant. It is intended that tax withholding will be accomplished in such a manner that the full amount of payroll deductions elected by the participant under Article 7 will be used to purchase Common Stock. However, if amounts sufficient to satisfy applicable tax withholding obligations have not been withheld from compensation otherwise payable to any participant, then notwithstanding any other provision of the Plan, the Company may withhold such taxes from the participant's accumulated payroll deductions and apply the net amount to the purchase of Common Stock, unless the participant pays to the Company, prior to the exercise date, an amount sufficient to satisfy such withholding obligations. each participant further acknowledges that the Company and its participating subsidiaries may be required to withhold taxes in connection with the disposition of stock acquired under the Plan and agrees that the Company or any participating subsidiary may take whatever action it considers appropriate to satisfy such withholding requirements, including deducting from compensation otherwise payable to such participant an amount sufficient to satisfy such withholding requirements or conditioning any disposition of Common Stock by the participant upon the payment, to the Company or such subsidiary of an amount sufficient to satisfy such withholding requirements.


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To the extent that amounts paid by Teradyne to provide the benefits under this paragraph (f) are deemed to be deferred compensation subject to Section 409A, then such payments shall be made monthly and any payment to preserve the Employee's after tax position shall be made within 60 days after the end of each calendar year in which the taxable provision or reimbursement occurs.


(g) Release. Notwithstanding any other provision of this Agreement to the contrary, no payment, benefit or removal of restriction on the transfer of equity provided for under or by virtue of the provisions of this Agreement shall be paid or otherwise made available unless Teradyne shall have first received from Employee a valid, binding and irrevocable general release, in the form of Attachment A to this Agreement within twenty-one (21) days of the date of the Termination Event. Employee shall sign such release within twenty-one (21) days of a Termination Event subsequent to a Change in Control. Teradyne agrees to provide Employee an estimate relating to payments to be made under this Agreement upon Employee's written request. All rights, benefits, payments and other entitlements contemplated to be provided or paid to Employee under this Agreement shall be forfeited as of the 60th day following Employee's Termination Event if Employee has not provided Teradyne with a valid, irrevocable release of claims as of such 60th day.


Article 22-Governmental Regulations.

the Company's obligation to sell and deliver shares of Common Stock under the Plan is subject to the approval of any governmental authority required in connection with the authorization, issuance or sale of such shares.


Government regulations may impose reporting or other obligations on the Company with respect to the Plan. For example, the Company may be required to identify shares of Common Stock issued under the Plan on its stock ownership records and send tax information statements to employees and former employees who transfer title to such shares.

Article 23-Governing Law.

The validity and construction of the Plan shall be governed by the laws of Massachusetts, without giving effect to the principles of conflicts of law thereof.



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Article 24-Approval of Board of Directors and Stockholders of the Company.

The Plan was originally adopted by the Board of Directors on March 19, 1996 and subsequently approved by the shareholders. The Plan was most recently approved by shareholders on May 7, 2021.



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Exhibit 10.18

AGREEMENT REGARDING Termination BENEFITS

This Agreement Regarding Termination Benefits ("Agreement") is entered into this 31st day of January, 2023 (the "Effective Date") by and between Teradyne, Inc., a Massachusetts corporation with a principal office at 600 Riverpark Drive, North Reading, MA 01864 (the "Company") and Gregory S. Smith, the Chief Executive Officer and President of the Company ("Executive").

WHEREAS, the Company and Executive have agreed on certain Termination benefits in the Event the Executive's employment with the Company terminates under the conditions described herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the Company and the Executive agree as follows:

1. Effective Date and Term: this Agreement shall become effective as of February 1, 2023. Subject to the provisions of Sections 4 and 9 below and unless earlier terminated as permitted herein, this Agreement shall continue in effect for a period of three (3) years from the Effective Date ("Term") and thereafter, the Term shall be extended for additional one-year periods unless, not later than sixty (60) days prior to the end of the then current Term, the Company shall have given notice to the Executive not to extend the then current Term.

(h) Certain Definitions. For purposes of this Agreement, capitalized terms shall be defined as follows:the following terms shall have the following meanings:

"Board" means the Board of Directors of Teradyne Inc.
"Cash Awards" shall mean any cash-based bonus, cash incentive or other cash awards provided by Teradyne to Employee pursuant to incentive plans that Teradyne maintains, including but not limited to its 2006 Equity and Cash Compensation Incentive Plan.



"Cause" shall mean conduct involving one or more of the following: (i) the substantial and continuing failure of Employee, after notice thereof, to render services to Teradyne in accordance with the terms or requirements of his or her employment as established by the Teradyne Board of Directors from time to time and communicated to the Employee; (ii) Employee's disloyalty, gross negligence, willful misconduct, dishonesty, fraud or breach of fiduciary duty to the Company each in connection with the Executive's employment by the Company; (iii) the Executive's Teradyne, each in connection with Employee's employment by Teradyne; (iii) Employee's deliberate disregard of the rules or policies of, or breach of an agreement with, Teradyne which results in direct or indirect material loss, damage or injury to Teradyne; (iv) the intentional unauthorized disclosure by Employee of any trade secret or confidential information of the Company; (v) the commission by the Executive Teradyne; (v) the commission by Employee of an act which constitutes unfair competition with Teradyne; or (vi) the conviction of, or the entry of a plea of guilty or nolo contendere by the Employee, to any crime involving moral turpitude or any felony. In addition, Cause will include, for purposes of this Agreement (y) the Board's good faith determination that it has a reasonable basis for dissatisfaction with the Executive's employment for reasons such as lack of capacity or diligence, failure to conform to usual standards of conduct, or other culpable or inappropriate behavior or (z) other grounds for discharge that are reasonably related, in the Board's honest judgment, to the needs of the business



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of the Company. In the event that the Company In the event that Teradyne determines that Cause may exist pursuant to clauses (i), (iii) and (v) above, or pursuant to the preceding sentence, the Company shall give the Executive Teradyne shall give Employee written notice of the facts constituting such Cause and Employee shall have 30 days following receipt of such notice to remedy such Cause.



A "Change in Control" shall be deemed to have occurred upon the occurrence of any of the following events: (i) any consolidation, cash tender offer, reorganization, recapitalization, merger or plan of share exchange following which the capital stock of Teradyne outstanding immediately prior to such transaction constitutes less than a majority of the combined voting power of the then-outstanding securities of the combined corporation or person immediately after such transaction; (ii) any sale, lease, exchange or other transfer of all or substantially all of Teradyne's assets; (iii) the adoption by the Board of Directors of Teradyne of any plan or proposal for the liquidation or dissolution of Teradyne; (iv) a change in the majority of the Board of Directors of Teradyne through one or more contested elections occurring within a three-year period; or (v) any person (as that term is used in Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended) becomes beneficial owner of 30% or more of the combined voting power of Teradyne's outstanding voting securities, other than (A) as a result of a consolidation, reorganization, recapitalization, merger or plan of share exchange following which the capital stock of Teradyne outstanding immediately prior to such transaction constitutes at least a majority of the combined voting power of the then-outstanding securities of the combined corporation or person immediately after such transaction, (B) by any trustee or other fiduciary holding securities under an employee benefit plan of Teradyne, or (C) by a person temporarily acquiring beneficial ownership in its capacity as an underwriter (as defined pursuant to Section 2(a)(11) of the Securities Act of 1933, as amended) in connection with a public offering of the Company's securities.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Company" shall mean Teradyne Inc. and shall include its successors and assigns, and any corporation or other entity which is the surviving or continuing entity following a merger, consolidation, or sale of all or substantially all of the Company's assets or stock.
Teradyne securities.


"Competitor" includes, but is not limited to, any business or enterprise that develops, designs, produces, markets, sells, or renders any product or service developed, produced, marketed, sold or rendered by the Company, including actual or demonstrably anticipated research or development.

"Date of Termination" shall mean the last day of Executive's employment with the Company.

"Disability" shall mean an illness, injury or other incapacitating condition as a result of which the Executive is absent from full time performance of his duties with the Company or is unable to perform his duties and responsibilities for a period of sixty (60) consecutive days during the Term or a period or periods aggregating to more than ninety (90) days in any consecutive six (6) month period but shall not include death.



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"Equity Awards" shall mean the equity ownership, participation or appreciation opportunities provided by Teradyne to Employee pursuant to incentive plans that Teradyne maintains, including but not limited to its 2006 Equity and Cash Compensation Incentive Plan, the Teradyne, Inc. 1991 Employee Stock Option Plan and the Teradyne, Inc. 1997 Employee Stock Option Plan, and any stock options, restricted stock units, restricted stock, stock appreciation rights, phantom stock and other stock-based awards granted thereunder.



"Model Compensation" shall mean the Executive's annual "model compensation" as determined by the Compensation Committee of the Board or the Board, which consists of (a) a fixed annual salary and (b) a target annual variable amount.
"Good Reason" shall mean any one or more of


"Non-Solicitation Activities" shall include the following:



| | a) | Recruiting, soliciting, hiring or engaging, as an employee or independent contractor, any employees or former employees (excluding any former employee whose employment with the Company or its subsidiaries has been terminated for a period of six months or longer) of the Company or its subsidiaries; |
(i) any material reduction of Employee's responsibilities (other than for Cause or as a result of death or disability) as they shall exist on the date of the consummation of the Change in Control; (ii) any material reduction in Employee's Model Compensation as in effect on the date of the consummation of the Change in Control, or as the same may be increased from time to time, or any failure by Teradyne to pay to Employee any bonus accrued, but not yet paid, upon written notice by Employee to Teradyne, within 45 days; (iii) a material reduction in the value of Employee's benefit package from the value of Employee's benefit package on the date of the consummation of the Change in Control; or (iv) a requirement that Employee be based at an office that is greater than 50 miles from the location of Employee's office immediately prior to the Change in Control except for required travel on Teradyne's business to an extent substantially consistent with the business travel obligations which Employee undertook on behalf of Teradyne prior to the date of the consummation of the Change in Control. In the event of a Termination Event in contemplation of a Change in Control, the applicable baseline measurement date shall be six months prior to such Termination Event and not the date of the consummation of the Change in Control.




| | b) | Soliciting, enticing, or encouraging employees of the Company or its subsidiaries to leave employment with the Company or its subsidiaries; |



| | c) | Soliciting (for the purpose of providing a product or service that is competitive with the Company) any customer or prospective customer of the Company or its subsidiaries; |



| | d) | Soliciting, enticing, advising, encouraging, or inducing (i) customers of the Company or its subsidiaries to discontinue or alter their business relationship with the Company or its subsidiaries or (ii) customers or prospective customers to refrain from entering into a business relationship with the Company or its subsidiaries; provided that the restrictions in sub-sections (c) and (d) shall apply (y) only with respect to those persons or entitities who are or have been a business partner of the Company or its subsidiaries at any time, within the twenty-four (24)-month period immediately preceding the activity restricted by such sections or whose business has been solicited on behalf of the Company or any of its subsidiaries by any of their officers, employees or agents within such twenty-four (24)-month period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Executive has performed work for such person or entity during his employment with the Company or has had material business contact with such person or entity as a result of his employment or other associations with the Company or has had access to confidential information which would assist in his solicitation of such person or entity. |



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"Non-Competition Activities" shall include the following:

a) Entering the employment, rendering any professional services or taking a position as an officer, director, partner, owner, consultant, independent contractor, advisory board or committee member, principal, agent, Employee or 10% or more shareholder with or to any individual, partnership, association or corporation which is a Competitor of the Company or its subsidiaries; but this clause (a) shall not preclude the Executive from rendering services to an entity that competes with an entity that has acquired Teradyne, Inc. (an "Acquirer") so long as (i) the Executive's services do not involve products or services that are competitive to those that were produced, marketed, sold or rendered by Teradyne, Inc. or any of its subsidiaries (including actual or demonstratively anticipated research or development) before the acquisition ("Teradyne Product/Services") and (ii) the Executive is not retained as an Officer of the Acquirer following the consummation of the acquisition to render services involving the Acquirer's products and services which are not Teradyne, Products/Services.

b) Establishing, funding, purchasing or managing a business which is competitive with the business of the Company or its subsidiaries.

3. Employment & Agreement Consideration: in consideration of (a) the Executive's "at-will" employment with the Company and his appointment, and the compensation payments made to the Executive, as Chief Executive Officer and President of the Company and (b) the Company's willingness to enter into an agreement regarding termination benefits, specifically this Agreement, the Executive covenants and agrees that during the Term of this Agreement and (i) for three (3) years after the Executive's date of Termination resulting from the Executive's resignation, retirement or a termination by the Company for any reason, the Executive will not directly or indirectly engage in any of the Non-Solicitation Activities, and (ii) for one (1) year after the Executive's Date of Termination resulting from the Executive's resignation, retirement or a termination by the Company for Cause, the Executive will not directly or indirectly engage in any of the Non-Competition Activities.

4. Termination Benefits and Covenants:

4.1 For the Executive: In consideration of, and as condition to the performance by the Executive of the covenants, undertakings and other agreements set forth in Section 4.3 below, and for so long as the Executive performs such obligations, the Company shall provide the termination benefits described in subsections (a) and (c)-(d) below (the "Termination Benefits") to the Executive if his employment with the Company is terminated by the Company for any reason other than for death, Disability, or Cause (with Cause, for purposes of this Section 4.1, defined to include only those activities described in clauses (i) through (vi) of the definition of Cause set forth above), provided that such termination by the Company does not trigger or entitle the Executive



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to any payments or benefits under the Executive Officer Change in Control. Agreement dated February 8, 2016 (the "Executive Officer Change In Control Agreement"). If the Executive's employment with the Company is terminated within twenty-four (24) months following a Change in Control or within three (3) months prior to a Change in Control, then the terms and conditions of the Executive Officer Change in Control Agreement shall govern such employment termination and the Executive shall not be entitled to the payments and benefits described below. Subject to Section 4.1(b)(i) of this Agreement, payment or provision of the Executive's Termination Benefits that are subject to Section 409A of the Code shall commence on the 60th day following the Date of Termination provided the Executive has complied with the requirements of Section 4.3 of this Agreement and the release of claims has become irrevocable under applicable law no later than on the 60th day following his date of Termination. All Termination Benefits shall be forfeited as of the 60th day following the Executive's Date of Termination if the Executive has not provided the Company with a valid, irrevocable release of claims as of such 60th day.



(a) Continued Payments: Unless otherwise required under Section 4.1(b) below, the Company shall pay monthly to the Executive an amount equal to 1/12th of his current annual Model Compensation" as of the Date of Termination for a period of twenty-four (24) months from the Date of Termination (the "Severance Period"). Except as otherwise expressly provided herein, under no circumstances shall the Executive receive more than a total of twenty-four (24) months of payments under this Agreement. All such continued payments shall be in accord with the Company's customary pay practices.
"Model Compensation" shall mean Employee's annual "Model Compensation" as determined by Teradyne's Compensation Committee or Board of Directors, which consists of (i) a fixed annual salary and (ii) a target annual variable amount.


(b) Deferred Compensation/Section 409A.

(i) Notwithstanding anything to the contrary in this Agreement, if at the time the Executive's employment terminates, the Executive is a "specified employee," as defined below, any and all amounts payable under this Agreement on account of such separation from service that would (but for this provision) be payable within six (6) months following such separation from service, shall instead be paid on the next business day following the expiration of such six (6)-month period or, if earlier, upon the Executive's death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the Company); (B) benefits which qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (C) other amounts or benefits that are not subject to the requirements of Section 409A of the Code..





"Performance Criteria" shall have the meaning ascribed to that term in the Teradyne, Inc. 2006 Equity and Cash Compensation Incentive Plan.



(ii) For purposes of this Agreement, all references to "Termination of employment" and correlative phrases shall be construed to require a "separation from service" (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein), if required to avoid adverse tax consequences under Section 409A of the Code, and the term "specified Employee means an individual determined by the Company to be a specified Employee under Treasury regulation Section 1.409A-1(i).
"Termination Event" shall mean (i) any termination of Employee by Teradyne without Cause or (ii) any voluntary termination by Employee for Good Reason; provided, that it shall not be a Termination Event merely because Employee ceases to be employed by Teradyne and becomes employed by a successor to Teradyne involved in the Change in Control that assumes or is otherwise bound by this Agreement as provided in Section 7(a). It is expressly understood that no Termination Event shall be deemed to have occurred merely because, upon the occurrence of a Change in Control, Employee ceases to be employed by Teradyne and does not become employed by a successor to Teradyne after the Change in Control if the successor makes an offer to employ Employee on terms and conditions which, if imposed by Teradyne, would not give Employee a basis on which to terminate employment for Good Reason.





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(iii) for purposes of this Agreement, each amount to be paid or benefit to be provided, shall be construed as a separate identified payment for purposes of Section 409A of the Code and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments.

(iv) This Agreement is intended to be exempt from, or comply with, the provisions of Section 409A of the Code and the Agreement shall, to the extent practicable, be construed in accordance therewith. Terms defined in the Agreement shall have the meanings given such terms under Section 409A of the Code if and to the extent required to comply with Section 409A of the Code. in any event, the Company makes no representations or warranty and shall have no liability to Executive or any other person if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but not to satisfy the conditions of that section.

(c) Benefits: During the Severance Period, the Company shall arrange or provide for continued health, dental and vision insurance plan coverage for the Executive at the same levels of coverage in existence prior to the Date of Termination subject to the Company and Executive each contributing to the applicable insurance premium payments on the same basis and in the same proportions as in existence at the Date of Termination. If the Executive is not eligible for continued health, dental and vision insurance plan coverage for any portion of the Severance Period, the Company shall provide or reimburse the Executive for comparable individual insurance and, if such provision or reimbursement constitutes taxable income to the Executive, such additional amount as is necessary to place the Executive in substantially the same after tax position as he was while an employee of the Company with respect to such insurance plan coverages, which amounts shall be paid on the same schedule as the severance payments under Section 4.1(a) above. All other benefits, including but not limited to flex/vacation time accrual, short and long term disability insurance, life insurance, contributions (including company matches) into savings plan and savings plan plus, profit sharing payments and participation in the Employee stock purchase plan shall cease as of the Date of Termination.

To the extent that amounts paid by the Company to provide benefits under this paragraph (c), are deemed to be deferred compensation subject to Section 409A of the Code, then such payments shall be made monthly and to the extent any such benefits are reimbursements of expenses incurred by the Executive then the expenses eligible for reimbursement in one taxable year may not effect the expenses eligible for reimbursement in another taxable year; such reimbursement must be made on or before the last day of the year following the year in which the expenses are incurred; and the right to reimbursement is not subject to liquidation or exchange for another benefit.



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(d) Equity Awards: All unvested, non performance-based Equity Awards held by the Executive as of the Date of Termination shall continue to vest during the Severance Period as if the Executive's employment had not been terminated. Unvested performance-based Equity Awards shall continue to vest for thirty-six (36) months as if the Executive's employment had not been terminated. Except as modified in this Section 1(d), the terms of the applicable equity plan(s) and Equity Award agreements (including any successor plans and agreements) under which, the Equity Awards were granted to the Executive shall continue to govern all of the Executive's Equity Awards.

(e) Taxes and Withholdings: All payments made by the Company to the Executive under this Agreement shall be net of any applicable taxes (whether local, state, federal, provincial or otherwise) or other required or voluntary withholdings or deductions.

(f) Notwithstanding anything to the contrary herein, in the event the Executive dies after (i) his employment with the Company has been terminated for any Reason.other than Death, Disability and Cause (with Cause, for purposes of this Section 4.1, defined to include only those activities described in clauses (i) through (vi) of the definition of Cause set forth above) and (ii) his right to the Termination Benefits stated in Section 4.1 has attached, the Company agrees that the Executive's estate, conservator or designated beneficiary(ies), as the case may be, shall be entitled to the remainder of the Executive's Termination Benefits described in Section 4.1.



(i) Termination in Contemplation of a Change in Control. For purposes of this Agreement, including without limitation, this Section 1, a Termination Event occurring "in contemplation of a Change in Control" means a Termination Event occurring within 3 months prior to an actual Change in Control at the request or direction of a person who enters or has entered into an agreement the consummation of which would cause a Change in Control or who conditions the entry into such an agreement on the Employee's termination whether or not such person actually enters into such an agreement. A termination by the Employee for Good Reason shall constitute a Termination Event in contemplation of a Change in Control if the actions constituting Good Reason were taken at the request or direction of a person who has entered into an agreement the consummation of which would cause a Change in Control.



4.2 Notwithstanding the preceding Section 4.1 and in consideration of, and as condition to, the Executive providing to the Company the covenants and agreements set forth in Section 4.3 below, the Company agrees that if the Executive's employment with the Company is terminated by the Company for Disability, the Company shall, unless otherwise required under Section 4.1(b) above:

(a) provide the monthly payments described in Section 4.1(a) above, as reduced pursuant to 4.2(b) below, to the Executive For each month during the twenty-four (24)-month period following his termination during which the Executive does not receive or is no longer eligible to receive any Company disability insurance benefits under the applicable insurance policy or program(s), other than as a result of Executive's intentional malfeasance or death; and

(b) under this Section 4.2, reduce each monthly payment described in Section 4.1(a) above to the Executive by any compensation received by the Executive from other employment, consulting or other services for hire.

The Executive agrees to use his best efforts to obtain and maintain any benefits from any disability policy or program under which he is an insured party or participant.



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4.3 Executive's Covenants: In consideration of, and as a condition to, the Company providing to the Executive the Termination Benefits set forth in Sections 4.1 and 4.2, the Executive covenants and agrees:

(a) to honor his covenants as set forth in Section 3 above;

(b) to sign a valid, binding, irrevocable general release of any claims he has or may have against the Company, including its subsidiaries, in connection with or relating to his employment by and/or termination from employment with the Company in the form attached hereto as Attachment a (with such updates as are determined by the Company to be advisable under law), within twenty-one (21) days of his Date of Termination resulting from a termination by the Company. Notwithstanding the foregoing, the Company agrees and hereby acknowledges that the Release contained in Attachment A is not intended to and does not (i) apply to any claims the Executive may bring to enforce the terms of this Agreement, the Executive Officer Change in Control" Agreement, or any outstanding Equity Award agreement and applicable equity plan; (ii) release the Company of any obligation it may have pursuant to a written agreement, the Company's articles or organization or bylaws or as mandated by statute to indemnify the Executive as an officer or director of the Company; and (iii) release the Company of any obligation to provide and/or pay benefits to the Executive or the Executive's estate, conservator or designated beneficiary (ies) under and in accordance with the terms of any applicable Company benefit plan and/or program.

(c) to continue to comply with any post-termination obligations he may have to the Company arising from this Agreement or any other agreement the Executive has with the Company, its subsidiaries, affiliates or divisions, including but not limited to the following:



| | • | | All outstanding Equity Award agreements |



| | • | | Employment Agreement |



| | • | | Executive Officer Change in Control Agreement |

(d) to cooperate with and provide all reasonable assistance to the Company, with respect to any civil, criminal or administrative investigations, actions and/or proceedings involving the Company and relating in any way to Executive's positions, duties and responsibilities while at the Company or to any matters which the Executive handled, participated in or had knowledge of while employed by the Company.

(e) not to make any false or disparaging or derogatory statements or remarks to any person or entity about the Company's (including its subsidiaries') business affairs, financial condition, or about any Company or subsidiary directors, officers, employees, stockholders and agents. For the avoidance of



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doubt, nothing contained in this agreement limits, restricts or in any other way affects the Executive's communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to such governmental agency or entity.

4.4 Return of Property: Within sixty (60) days of the Executive's termination of employment, for any reason, or his resignation or retirement, the Executive shall (a) return to the Company all Company property in his possession or Control including all electronic documents; and (b) submit all documentation for any reimbursements owed to the Executive for business expenses incurred prior to the Date of Termination.

4.5 No Termination Benefits: Except as expressly stated otherwise in Section 4.2, the Executive shall not be eligible for or receive any of the Termination Benefits described in Section 4.1 above upon the occurrence of any one of the following: (a) the Executive's resignation of or retirement from employment with the Company, or (b) the termination of Executive's employment with the Company resulting from Death or Disability, or (c) the termination of Executive's employment by the Company for Cause (with Cause defined to include only those activities described in clauses (i) through (vi) of the definition of Cause set forth above); or (d) the Executive's failure to perform or breach of any of the covenants, undertakings or other agreements set forth in Section 4.3; or (e) the Executive's entitlement to receive payments or benefits under the Executive Officer Change in Control agreement.

5. termination Notice: Any termination of the Executive's employment by the Company (other than by Reason of Death) shall (a) be in writing; (b) indicate the basis for termination (such as with or without Cause, Disability, etc…) and with respect to a Termination for Cause indicate the basis for termination in reasonable detail and (c) be delivered to the Executive in accordance with Section 17 below.

6. Resignation or Retirement Notice: Any resignation or retirement by Executive shall be (a) in writing, (b) explain the resignation or retirement and (c) be delivered to the Company at least ninety (90) days in advance of the resignation or retirement date and otherwise in accordance with Section 17 below.

7. Resignation as a Director: Upon termination of Executive's employment by the Company for any Reason or the resignation of or retirement from employment by the Executive, the Executive shall provide the Chairman of the Board with his written resignation from the Board and all subsidiary boards of directors and similar governing bodies, and the Board may choose to accept or reject the Executive's resignation as a Board member.

8. No Third Party Beneficiaries: Except as otherwise provided in Section 4.1(f) above and in the Executive Officer Change in Control.Agreement, nothing in this Agreement shall confer upon any person or entity not a party to this Agreement, or the legal representative, executor, administrator or heir of such person or entity, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement,




2. Reduction of Payments



(a) Notwithstanding any other provision of this Agreement, in the event that the Company undergoes a Change in Ownership or Control (as defined below), the Company shall not be obligated to provide to the Executive a portion of any "Contingent Compensation Payments" (as defined below) that the Executive would otherwise be entitled to receive to the extent necessary to eliminate any "excess parachute payments" (as defined in Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the "Code")) for the Executive. For purposes of this Section 2, the Contingent Compensation Payments so eliminated shall be referred to as the "Eliminated Payments" and the aggregate amount (determined in accordance with Treasury Regulation Section



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9. No Obligation of Employment. Nothing in this Agreement shall be construed as an express or implied contract of employment between the Executive and the Company (or its subsidiaries, affiliate or divisions) or as a commitment on the part of the Company to retain Executive in any capacity for any period of time. Executive understands that the employment relationship between the Executive and the Company will be "at will" and the Executive understands that the Company may terminate Executive with or without "Cause" at any time (including prior to a Change in Control) or for any or no reason. Following any Change in Control the Company may also terminate Executive with or without "Cause" at any time subject to the terms of this Agreement and the Executive's rights and the Company's obligations specified in the Executive Officer Change in Control Agreement.

10. Specific Performance: Executive acknowledges that (a) the services to be rendered under this Agreement and the obligations of the Executive assumed herein are of a special, unique and extraordinary character, (b) it would be difficult or impossible to replace such services and obligations, (c) the Company, its subsidiaries and affiliates will be irreparably harmed, and (d) the award of monetary damages will not adequately protect the Company, its subsidiaries and affiliates in the event of a breach hereof by the Executive As a result, the Executive agrees and consents that if he violates any of the provisions of this Agreement, including Section 3, the Company shall, without any bond or other security, being required and without the necessity of proving monetary damages, be entitled to temporary and/or permanent injunctive relief to be issued by a court of competent jurisdiction restraining the Executive from committing or continuing any violation of this Agreement or any other appropriate decree of specific performance. Such remedies shall not be exclusive and shall be in addition to any other remedy the Company may have whether at law or in equity.

11. Dispute Resolution: Except for the equitable relief provisions set forth in Section 10, the Executive and the Company agree that any dispute, controversy or claim arising between the parties relating to this Agreement, otherwise relating in any way to Executive's employment with and/or termination from the Company, or relating to Executive's relationship as a director or in any other capacity for the Company (whether such dispute arises under any federal, state or local statute or regulation, or at common law), shall be resolved by final and binding arbitration before a single arbitrator. The arbitrator shall be selected in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association ("AAA") pertaining at the time the dispute arises. The parties agree that such arbitration shall take place at the offices of the AAA in Boston, Massachusetts. In such arbitration proceedings, the arbitrator shall have the discretion, to be exercised in accordance with applicable law, to allocate among the parties the arbitrator's fees, tribunal and other administrative and litigation costs and, to the prevailing party, reasonable attorneys' fees. The award of the arbitrator may be confirmed before and entered as a judgment of any court having jurisdiction of the parties.



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12. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts and this Agreement shall be deemed to be performable in Massachusetts.


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13. Severability. In case any one or more of the provisions contained in this Agreement for any reason shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision) of this Agreement and this Agreement shall be construed to the maximum extent permitted by law.
1.280G-1, Q/A-30 or any successor provision) of the Contingent Compensation Payments so eliminated shall be referred to as the "Eliminated Amount."


14. Waivers and Modifications. This Agreement may be modified, and the rights, remedies and obligations contained in any provision hereof may be waived, only in accordance with this Section 14. No waiver by either party of any breach by the other or any provision hereof shall be deemed to be a waiver of any later or other breach thereof or as a waiver of any other provision of this Agreement. This Agreement may not be waived, changed, discharged or terminated orally or by any course of dealing between the parties, but only by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.



15. Assignment. Executive may not assign any of his rights or delegate any of his duties or obligations under this Agreement. The rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Company.
(b) For purposes of this Section 2, the following terms shall have the following respective meanings:


16. Entire Agreement. This Agreement constitutes the entire understanding of the parties relating to the subject matter hereof and supersedes and cancels all agreements, written or oral, made prior to the date hereof between Executive and the Company relating to the subject matter hereof ; provided, however, that the following agreements, as may be modified herein, shall remain in effect in accordance with their terms.



| | a) | All Outstanding Equity Award Agreements |



| | b) | Employment Agreement between the Company and the Executive |



| | c) | Executive Officer Change in Control" Agreement dated February 8, 2016 |
(i) "Change in Ownership or Control" shall mean a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company determined in accordance with Section 280G(b)(2) of the Code.




| | d) | Any written indemnification Agreements signed by the Company |



| | e) | The Release, Attachment A hereto, once executed between the Company and the Executive. |

17. Acknowledgement. Executive acknowledges that the Company provided this Agreement at least ten (10) business days before its Effective Date, Executive was and hereby is advised of his right to consult an attorney before signing this Agreement, and Executive has carefully read this Agreement and understands and agrees to all of the provisions in this Agreement.



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18. Notices. All notices hereunder shall be in writing and shall be delivered (a) in person, (b) mailed by U.S. certified or registered mail, return receipt requested, postage prepaid, (c) sent via facsimile with a confirmed facsimile transmission receipt, or (d) sent via overnight delivery with a confirmed receipt of delivery; in each instance addressed, if to the Executive or the Company as the case may be at the address noted below or to such other address as either party may furnish to the other in writing in accordance herewith, except that notice of a change of address shall be effective only upon actual receipt.

To the Company

Teradyne, Inc.

600 Riverpark Drive

North Reading, MA 01864

Attention: General Counsel

To the Executive:

Executive's address in his employment file on record

with the Human Resources Department


19. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

20. Section Headings. The descriptive section headings herein have been inserted for convenience only and shall not be deemed to define, limit, or otherwise affect the construction of any provision hereof.
(ii) "Contingent Compensation Payment" shall mean any payment (or benefit) in the nature of compensation that is made or made available (under this Agreement or otherwise) to a "disqualified individual" (as defined in Section 280G(c) of the Code) and that is contingent (within the meaning of Section 280G (b)(2)(A)(i) of the Code) on a Change in Ownership or Control of the Company.


IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by the Company, by a duly authorized director, and by the Executive.



| | | | | |
| TERADYNE, INC. | | | | EXECUTIVE |
| | | |
| /s/ Timothy E. Guertin | | | | /s/ Gregory S. Smith |
| Name: Timothy E. Guertin | | | | Gregory S. Smith |
| Title: Chair, Compensation Committee | | | | President & Chief Executive Officer |



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ATTACHMENT A

Release

In consideration of the payment and receipt of the Termination Benefits described in the "Agreement Regarding Termination Benefits" dated , 20 between me and Teradyne, Inc. of 600 Riverpark Drive, North Reading, MA 01864 (the "Company"), all of which I acknowledge I would not otherwise be entitled to receive and except as otherwise expressly excluded under Section 4.3(b) of said Agreement, I hereby fully, forever, irrevocably and unconditionally release, remise and discharge the Company, its successors and assigns and their respective officers, directors, stockholders, corporate affiliates, subsidiaries, parent companies, agents and employees (each in their individual and corporate capacities) (hereinafter, the "Released Parties") from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys' fees and costs), of every kind and nature which I ever had or now have against the Released Parties arising out of my employment with and/or termination or separation from the Company or relating to my relationship as a Director, Officer or in any other capacity for the Company, including, but not limited to, all employment discrimination claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. §2000e et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Americans With Disabilities Act of 1990, 42 U.S.C., §12101 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., and the Massachusetts Fair Employment Practices Act., M.G.L. c.151B, §1 et seq., all as amended; all claims arising out of the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq., the Employee Retirement Income Security Act of 1974 ("ERISA"), 29 U.S.C. §1001 et seq., the Massachusetts Civil Rights Act, M.G.L. c.12 §§11H and 11I, the Massachusetts Equal Rights Act, M.G.L. c.93, §102 and M.G.L. c.214, §1C, the Massachusetts Labor and Industries Act, M.G.L. c.149, §1 et seq., the Massachusetts Privacy Act, M.G.L. c. 214, §1B, the Massachusetts Wage Act, M. G.L. c. 149, § 148, and the Massachusetts Maternity Leave Act , M.G.L. c. 149, §105(d), all as amended; all common law claims including, but not limited to, actions in tort, defamation and breach of contract; all claims to any non-vested ownership interest in the Company, contractual or otherwise, including but not limited to claims to stock or stock options; and any claim or damage arising out of my employment with, termination or separation from the Company (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; provided, however, that notwithstanding the foregoing, the Company agrees and hereby acknowledges that this Release Agreement is not intended to and does not (i) apply to any claims I may bring to enforce the terms of this Agreement the Executive Officer Change in Control Agreement, or any outstanding Equity Award agreement and equity plan; (ii) release the Company of any obligation it may have pursuant to a written agreement, the Company's articles of organization or bylaws, or as mandated by statute to indemnify me as an officer or director of the Company; and (iii) release the Company of any obligation to provide and/or pay benefits to me or my estate, conservator or designated beneficiary(ies) under and in accordance with the terms of any applicable Company benefit plan and/or program; provided further, that nothing in this Release Agreement prevents me from filing, cooperating with, or participating in any proceeding before the EEOC or a state Fair Employment Practices Agency (except that I waive my right to recover monetary damages or other individual" relief in any charge, investigation or proceeding or any related complaint or lawsuit filed by me or by anyone on my behalf).



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Waiver of Rights and Claims Under the Age Discrimination in Employment Act of 1967:

Since I am 40 years of age or older, I have been informed that I have or may have specific rights and/or claims under the Age Discrimination in Employment Act of 1967 (ADEA) and I agree that:

(a) in consideration for the severance payments and benefits described in Section 4.1 of the Agreement Regarding Termination Benefits, which I am not otherwise entitled to receive, I specifically and voluntarily waive such rights and/or claims under the ADEA I might have against the Released Parties to the extent such rights and/or claims arose prior to the date this Release Agreement was executed;

(b) I understand that rights or claims under the ADEA which may arise after the date this Release Agreement is executed are not waived by me;

(c) I was advised that I have at least 21 days within which to consider the terms of this Release Agreement and to consult with or seek advice from an attorney of my choice or any other person of my choosing prior to executing this Release Agreement;

(d) I have carefully read and fully understand all of the provisions of this Release Agreement, and I knowingly and voluntarily agree to all of the terms set forth in this Release Agreement; and

(e) in entering into this Release Agreement I am not relying on any representation, promise or inducement made by the Company.or its attorneys with the exception of those promises described in this document.



Period for Review and Consideration of Agreement:
(c) If and to the extent that any Contingent Compensation Payments are required to be treated as Eliminated Payments pursuant to this Section 2, then the Payments shall be reduced or eliminated, as determined by the Company, in the following order (i) any cash payments, (ii) any taxable benefits, (iii) any nontaxable benefits and (iv) any vesting of equity awards, in each case in reverse order beginning with the payments or benefits that are to be paid the farthest in time from the date that triggers the applicability of the excise tax, to the extent necessary to maximize the Eliminated Payments.


I acknowledge that I was informed and understand that I have twenty-one (21) days to review this Release Agreement and consider its terms before signing it.

the 21-day review period will not be affected or extended by any revisions, whether material or immaterial, that might be made to this Agreement.


Accord and Satisfaction: the amounts set forth in the Agreement Regarding Termination Benefits shall be complete and unconditional payment, settlement, accord and/or satisfaction with respect to all obligations and liabilities of the Released Parties to me, including, without limitation, all claims for back wages, salary, vacation pay, draws, incentive pay, bonuses, cash awards, Equity Awards, commissions, severance pay, reimbursement of expenses, any and all other forms of compensation or benefits, attorney's fees, or other costs or sums.

Revocation Period:

I may revoke this Release Agreement at any time during the seven-day period immediately following my execution hereof. as a result, this Release Agreement shall not become effective or enforceable and the Company, shall have no obligation to make any payments, or provide any benefits, described herein until the seven-day revocation period has expired.



| | | | | |
| | | | | |
| Gregory S. Smith | | | | Date |
| | | |
| | | | | |
| Witness | | | | Date |



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IF YOU DO NOT WISH TO USE THE 21-DAY PERIOD,

PLEASE CAREFULLY REVIEW AND SIGN THIS DOCUMENT

I, Gregory S. Smith, acknowledge that I was informed and understand that I have 21 days within which to consider the attached Release Agreement, have been advised of my right to consult with an attorney regarding such Agreement and have considered carefully every provision of the Agreement, and that after having engaged in those actions, I prefer to and have requested that I enter into the Agreement prior to the expiration of the 21 day period.



| | | | | | | |
| Dated: | | | | | | |
| | | | | | | Gregory S. Smith |
| | | | |
| Dated: | | | | | | |
| | | | | | | Witness |



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Exhibit 10.21

EXECUTIVE OFFICER AGREEMENT

This EXECUTIVE OFFICER AGREEMENT is entered into this 31st day of January, 2023, by and between Teradyne, Inc., a Massachusetts corporation ("Teradyne" or the "Company"), and Mark E. Jagiela, the Chief Executive Officer of Teradyne (the "Executive").

WHEREAS, the Executive and Teradyne are parties to an Agreement Regarding Termination Benefits dated January 22, 2014 ("Severance Agreement") under which the executive is entitled to severance compensation, continued benefits and continued vesting of equity for 24 months from the date of termination under certain circumstances as set forth in the Severance Agreement;

WHEREAS, the Executive and the Company's Board of Directors have worked together on an orderly succession and transition plan;

WHEREAS, the Executive and the Company's Board of Directors have agreed that the Executive will retire as Chief Executive Officer and resign as an employee effective February 1, 2023 (the "Retirement Date");

WHEREAS, Teradyne recognizes the contributions the Executive has made to the success of the Company and wishes to ensure the Executive does not engage in any business competitive with the Company following his retirement for the period from the Retirement Date through the date that is three (3) years from the Retirement Date (the "Non-Competition Period").

WHEREAS, Teradyne and the Executive desire to set forth certain terms and conditions relating to the Executive's retirement from Teradyne.

WHEREAS, Teradyne and the Executive agree that the terms of this agreement shall supersede the terms of the Severance Agreement between the parties.

NOW THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows:

1. Consideration.

In consideration for the Executive's signing of the Release attached as Attachment A, including the release of his rights under the Severance Agreement, as well as the promises and covenants including the Non-Competition and Non-Solicitation provision set forth herein, the Company agrees to the following treatment of the portions of the Executive's outstanding equity grants which remain unvested as of the Retirement Date; provided that such treatment shall be subject to compliance by the Executive with Sections 3 and 4 hereof:



| | a) | Any unvested, time-based restricted stock units granted before the Retirement Date shall continue to vest during the Non-Competition Period; |



| | b) | Any unvested, performance-based restricted stock units as of the Retirement Date shall continue to vest during the Non-Competition Period; |



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| | c) | Any unvested stock options granted before the Retirement Date shall continue to vest during the Non-Competition Period; and |



| | d) | Any vested stock options as of the Retirement Date or stock options that become vested during the Non-Competition Period may be exercised for the remainder of the generally applicable term of such option, which in all cases is no later than seven (7) years from the respective dates of grant. |

Schedule A attached hereto and incorporated herein is a complete list of the Executive's outstanding equity grants from the Company. The parties agree that except as otherwise provided herein, the terms of the Executive's existing equity award agreements shall continue in effect and that any portion of the Executive's outstanding equity grants which are not vested by reason of the application of this Section 1 shall be forfeited as of the last day of the Non-Competition Period or on such earlier date pursuant to Sections 3 or 4. Notwithstanding the foregoing, upon the vesting of any restricted stock units during the Non-Competition Period, the Company shall issue to the Executive shares of its common stock in settlement of such vested stock units within thirty (30) days of each vesting date.

Executive acknowledges that he will not be entitled to the consideration described in this Section 1 absent his execution and non-revocation of this Agreement and the Release, in the form attached as Attachment A. The Executive acknowledges and agrees that his termination of employment with the Company shall not be considered a retirement for purposes of his unvested equity grants which are outstanding as of the Retirement date and that the settlement or exercise of rights under such grants shall not be accelerated by reason of his termination of employment.

2. Other Payments and Benefits

Executive shall be eligible to receive any variable compensation and profit-sharing payments for the prior 2022 period at the time such payments are paid out to other employees in the normal course as if Executive continued to be employed as of the payment date(s). Executive shall not be eligible for any variable compensation or profit-sharing Payments.for the current 2023 period. The consideration described in this Agreement is in addition to other retirement and/or pension benefits to which the Executive may be entitled associated with the Executive's retirement under the Company's benefit plans in accordance with plan terms. The parties acknowledge that Executive shall not be entitled to any severance or separation payment, or benefit associated with his retirement, including under the Severance Agreement, other than all accrued wages and unused vacation time as of the Retirement Date.



3. (a) Non-Competition and Non-Solicitation. From the Termination Event through the end of the Salary Continuation Period, Employee

The consideration and entitlements set forth above in Section 1 shall be conditioned on Executive's signing, and not revoking, the Release within twenty-one (21) days following the Retirement Date, and such Release becoming effective in accordance with its terms. All rights, benefits, payments and other entitlements contemplated to be provided or paid to Executive under this Agreement shall be forfeited as of the 60th day following Executive's Retirement Date if the Executive has not provided Teradyne with a valid, irrevocable release of claims as of such 60th day.



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4. Non-Competition and Non-Solicitation.

During the Non-Competition Period, Executive shall not directly or indirectly:

(i)
Engage in any business or enterprise (whether as an owner, partner, officer, employee, executive, director, investor, lender, consultant, independent contractor or otherwise, except as the holder of not more than 1% of the combined voting power of the outstanding stock of a publicly held company) that is competitive with Teradyne (including but not limited to, any business or enterprise that develops, designs, produces, markets, sells or renders any product or service competitive with any product or service developed, produced, marketed, sold or rendered by Teradyne while Employee was employed by Teradyne);|
(ii)
Either alone or in association with others, recruit, solicit, hire or engage as an independent contractor, any person who was employed by Teradyne at any time during the period of Employee's employment with Teradyne, except for an individual whose employment with Teradyne has been terminated for a period of six months or longer; and
(iii)
Either alone or in association with others, solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any client or customer or entity that was a prospective client or customer of Teradyne during the Employee's employment.



(b) If any restriction set forth in this Section 3 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, the parties agree that it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.



(c) Employee acknowledges that the restrictions contained in this Section 3 are necessary for the protection of the business and goodwill of Teradyne and are considered by Employee to be reasonable for such purpose. Employee agrees that any breach of this Section 3 will cause Teradyne irreparable harm and therefore, in the event of any such breach, in addition to such other remedies that may be available, Teradyne shall have the right to seek equitable and/or injunctive relief.The Executive acknowledges and understands that he may rescind his acceptance of the terms of this Agreement, including his agreement to be bound by the restrictions in this Section 4, for a period of seven (7) business days after his acceptance.



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(d) The geographic scope of this Section 3 shall extend to anywhere Teradyne or any of its subsidiaries is doing business, has done business or has plans to do business.as of the Retirement Date.



The Executive agrees that during the Non-Competition (e) Employee agrees that during the Salary Continuation Period, he will make reasonable good faith efforts to give verbal notice to Teradyne of each new business activity he plans to undertake, at least (5) business days prior to beginning any such activity.



(f) If Employee violates the provisions of this Section 3, Teradyne shall be entitled to suspend and recoup any salary continuation payment made per Section 1 (d) above and Employee shall continue to be bound by the restrictions set forth in this Section 3 for an additional period of time equal to the duration of the violation, such additional period not to exceed 24 months.



5. Deferred Compensation/Section 409A.

Notwithstanding anything to the contrary in this Agreement, if on the Retirement Date the Executive is a "specified Employee as defined below, any and all amounts payable under this Agreement
3A. No Obligation of Employment. Employee understands that the employment relationship between Employee and Teradyne will be "at will" and Employee understands that, prior to any Change in Control, Teradyne may terminate Employee with or without "Cause" at any time, including in contemplation of a Change in Control. Following any Change in Control, Teradyne may also terminate Employee with or without "cause" at any time subject to Employee's rights and Teradyne's obligations specified in this Agreement.




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on account of such separation from service that would (but for this provision) be payable within six (6) months following such separation from service, shall instead be paid on the next business day following the expiration of such six (6)-month period or, if earlier, upon the Executive's death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the Company); (B) benefits which qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (C) other amounts or benefits that are not subject to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code").

For purposes of this Agreement, all references to "termination of employment and correlative phrases shall be construed to require a "separation from service" (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein), if required to avoid adverse tax consequences under Section 409A of the Code, and the term "specified Employee means an individual determined by the Company to be a specified Employee under Treasury regulation Section 1.409A-1(i). For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments.

This Agreement, including the continued vesting and settlement of the Executive's equity awards hereunder, is intended to comply with or be exempt from, the provisions of Section 409A and regulations there under and the Agreement shall, to the extent practicable, be construed and administered in accordance therewith. Terms defined in the Agreement shall have the meanings given such terms under Section 409A of the Code if and to the extent required to comply with Section 409A of the Code. in any event, Teradyne makes no representations or warranty and shall have no liability to the Executive or any other person if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but not to satisfy the conditions of that section.



4. Governing Law. and Dispute Resolution.

This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts and this Agreement shall be deemed to be performable in Massachusetts.The Executive and the Company agree that any dispute, controversy or claim arising between the parties relating to this Agreement shall be resolved by final and binding arbitration before a single arbitrator, except that the parties may seek equitable relief in court to preserve the status quo pending final resolution in arbitration. The arbitrator shall be selected in accordance with the Employment Dispute Resolution rules of the American Arbitration Association ("AAA") pertaining at the time the dispute arises. The parties agree that such arbitration shall take place at the offices of the AAA in Boston, Massachusetts. In such arbitration proceedings, the arbitrator shall have the discretion, to be exercised in accordance with applicable law, to award any damages permitted by law, and to allocate among the parties the arbitrator's fees, tribunal and other administrative and litigation costs and, to the prevailing party, reasonable attorneys' fees. The award of the arbitrator may be confirmed before and entered as a judgment of any court having jurisdiction of the parties.



5.


7. Severability.

In case any one or more of the provisions contained in this Agreement for any reason shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement and this Agreement shall be construed to be enforceable to the maximum extent permitted by law.



6. Waivers and Modifications.

This Agreement may be modified, and the rights, remedies and obligations contained in any provision hereof may be waived, only in accordance with this Section 6. No waiver by either party of any breach by the other or any provision hereof shall be deemed to be a waiver of any later or other breach thereof or as a waiver of any other provision of this Agreement. This Agreement may not be waived, changed, discharged or terminated orally or by any course of dealing between the parties, but only by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.



7. Assignment. (a) Teradyne shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of Teradyne expressly to assume and agree to perform under the terms of this Agreement in the same manner and to the same extent that Teradyne and its subsidiaries would be required to perform it if no such succession had taken place (provided that such a requirement to perform which arises by operation of law shall be deemed to satisfy the requirements for such an express assumption and agreement), and in such event Teradyne (as constituted prior to such succession) shall have no further obligation under or with respect to this Agreement. Failure of Teradyne to obtain such assumption and agreement with respect to Employee prior to the effectiveness of any such succession shall be a breach of the terms of this Agreement with respect to Employee and shall entitle Employee to compensation from Teradyne (as constituted prior to such succession) in the same amount and on the same terms as Employee would be entitled to hereunder were Employee's employment terminated for Good Reason following a Change in Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date of the Termination Event. As used in this Agreement, "Teradyne" shall mean Teradyne as hereinbefore defined and any successor to its business or assets as aforesaid which assumes and agrees (or is otherwise required) to perform this Agreement. Nothing in this Section 7(a) shall be deemed to cause any event or condition which would otherwise constitute a Change in Control not to constitute a Change in Control.



(b) Notwithstanding Section 7(a), Teradyne shall remain liable to Employee upon a Termination Event after a Change in Control if Employee is not offered continuing employment by a successor to Teradyne or is offered continuing employment by a successor to Teradyne only on a basis which would constitute Good Reason for termination of employment hereunder.



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(c) This Agreement, and Employee's and Teradyne's rights and obligations hereunder, may not be assigned by the Executive or, Teradyne, any purported assignment by the Executive Employee or, except as provided in Section 7(a), Teradyne, respectively; any purported assignment by Employee or Teradyne in violation hereof shall be null and void.



(d) The terms of this Agreement shall inure to the benefit of and be enforceable by the personal or legal representatives, executors, administrators, permitted successors, heirs, distributees, devisees and legatees of Employee. If Employee shall die while an amount would still be payable to Employee hereunder if they had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Employee's devisee, legatee or other designee or, if there is no such designee, Employee's estate.



This Agreement including Schedule A and Attachment A, 8. Entire Agreement. This Agreement constitutes the entire understanding of the parties relating to the subject matter hereof and supersedes and cancels all agreements, written or oral, made prior to the date hereof between Employee and Teradyne relating to the subject matter hereof; including the Severance Agreement. Notwithstanding the foregoing, this Agreement does not supersede: (a) the attached Release once executed; and (b) the provided, however, that Employee's existing Cash Award and Equity Award agreements, as modified hereby, shall remain in effect. This Agreement shall not limit any right of Employee to receive any payments or benefits under an employee benefit or Employee compensation plan of Teradyne, initially adopted as of or after the date hereof, which are expressly contingent thereunder upon the occurrence of a Change in Control (including, but not limited to, the acceleration of any rights or benefits thereunder); provided that in no event shall Employee be entitled to any payment or benefit under this Agreement which duplicates a payment or benefit received or receivable by Employee under any severance or similar plan or policy of Teradyne, and in any such case Employee shall only be entitled to receive the greater of the two payments.



9. Notices.

All notices hereunder shall be in writing and shall be delivered in person or mailed by certified or registered mail, return receipt requested, addressed as follows:



| | | |
| If to Teradyne, to: | | Teradyne, Inc.|

| | | 600 Riverpark Drive|
MS NR600-2-2 (Legal Department)

| | | North Reading, MA 01864|

| | | Attention: General Counsel|



If to Employee, at Employee's address in his employment file on record with the Human Resources Department.



10. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

The Executive agrees to cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company. The Executive's full cooperation in connection with such claims or actions shall include, but



5


not be limited to, being available to meet with Company counsel to prepare for trial or discovery or an administrative hearing or alternative dispute resolution and to act as a witness when requested by the Company at reasonable times designated by the Company.

13. Return of Property.

No later than the Retirement Date, the Executive shall return to the Company all Company property in his possession or control, including all electronic documents.



11. Section Headings. The descriptive section headings herein have been inserted for convenience only and shall not be deemed to define, limit, or otherwise affect the construction of any provision hereof.

The Executive understands and agrees that in consideration for the covenants, terms and conditions herein, he shall not make any false, disparaging or derogatory statements to any third person or entity, including any media outlet, in public or private regarding the Company's directors, officers, executives, agents, or representatives or the Company's business affairs and financial condition; provided the foregoing shall in no way affect the Executive's obligation to testify truthfully in any legal proceeding. The Company understands and agrees that in consideration for the covenants, terms and conditions herein, it shall direct its directors and executive officers to not make any false, disparaging or derogatory statements to any third party or entity, including any media outlet, in public or private, regarding the Executive.




12. Term. The term of this Agreement (the "Term") shall commence upon the Effective Date hereof and terminate upon the earlier of (i) twenty-four (24) months following any Change in Control of Teradyne, (ii) the date prior to any Change in Control of Teradyne that employee for any reason ceases to be an employee of Teradyne (other than a Termination Event in contemplation of a Change in Control) and (iii) the date following any Change in Control of Teradyne that Employee is terminated for Cause or voluntary terminates his employment (other than for Good Reason).

The Executive acknowledges that the information, observations and data (including trade secrets) obtained by him while employed by the Company concerning the Company or any affiliate are The property of the Company. the Executive agrees that he will not use, publish or disclose, at any time after the Retirement Date or in connection with his Board service, any secret or confidential information or data concerning any discovery, invention, opportunity, product, design, formula, algorithm or process, or any secret or confidential production, sales or other business information, relating to the Company or any client, subsidiary or affiliate of the Company which he may have acquired during any period of employment with the Company or any affiliate. The term "confidential information" shall not include information that is in the public domain at the time of the disclosure. the Executive further agrees to turn over at or prior to the Retirement Date all tangible forms of such information in his possession or under his Control including drawings, specifications, models, customer lists and other documents and records as well as all copies and reproductions thereof. Prior to or concurrent with his resignation, the Executive shall reduce to writing and deliver to the Company such information as the Company may reasonably request to the extent that such information pertains to the business and operations of the Company and its subsidiaries and affiliates, and any product or service offered by the Company or its affiliates. for the avoidance of doubt, (i) nothing contained in this Agreement limits, restricts or in any other way affects the Executive's communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to such governmental agency or entity and (ii) the Executive will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (y) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (z) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding this immunity from liability, the Executive may be held liable if he unlawfully accesses trade secrets by unauthorized means.



6


16. Change in Control.

In the event of a Change in Control) (as defined below) during the Non-Competition Period, all of Executive's outstanding equity grants which remain unvested as of the date of the Change in Control shall automatically become fully vested and exercisable, as applicable, as of the day immediately prior to the effective date of the Change in Control and all stock options shall remain exercisable for the remainder of the generally applicable term of such option which in all cases is no later than seven (7) years from the respective dates of grant. All awards of performance-based restricted stock units shall vest at the target level of such awards. If payment or settlement of an equity grant upon a Change in Control would result in adverse tax consequences under Section 409A of the Code, the payment or settlement shall occur on the regularly scheduled payment or settlement date associated with such award; it being understood that the Executive's rights to such awards shall become non-forfeitable as of such Change in Control regardless of whether payment or settlement can be made in connection with such event.1




13. Expenses. All reasonable legal fees and expenses incurred in a legal proceeding by Employee in seeking to obtain or enforce any right or benefit provided by this Agreement against a successor to Teradyne shall be the responsibility of and paid for by the successor to Teradyne (but not Teradyne as constituted prior to such succession). Such payments are to be made within twenty (20) days after Employee's request for payment accompanied with such evidence of fees and expenses incurred as Teradyne's successor reasonably may require; provided that if Employee institutes a proceeding and the judge or other decision-maker presiding over the proceeding affirmatively finds that Employee has failed to prevail substantially, Employee shall pay Employee's own costs and expenses (and, if applicable, return any amounts theretofore paid on Employee's behalf under this Section 13).


a "Change in Control" shall be deemed to have occurred upon the occurrence of any of the following events: (i) any consolidation, cash tender offer, reorganization, recapitalization, merger or plan of share exchange following which the holders of capital stock of Teradyne outstanding immediately prior to such transaction hold less than a majority of the combined voting power of the then-outstanding securities of the combined corporation or ultimate parent thereof immediately after such transaction; (ii) any sale, lease, exchange or other transfer of all or substantially all of Teradyne's assets; (iii) the date a majority of the Board of Directors of Teradyne is replaced during any 12-month period by directors whose appointment is not endorsed by a majority of the Board of Directors of Teradyne before the date of appointment or election; or (iv) any person (as that term is used in Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended) becomes beneficial owner of 30% or more of The combined voting power of Teradyne's outstanding voting securities, other than (A) as a result of a consolidation, reorganization, recapitalization, merger or plan of share exchange following which the holders of capital stock of Teradyne, outstanding immediately prior to such transaction hold at least a majority of combined voting power of the then-outstanding securities of the combined corporation or ultimate parent thereof immediately after such transaction, (B) by any trustee or other fiduciary holding securities under an employee benefit plan of Teradyne, or (C) by a person temporarily acquiring beneficial ownership in its capacity as an underwriter (as defined pursuant to Section 2(a)(11) of the Securities Act of 1933, as amended) in connection with a public offering of Teradyne securities. to the extent required to comply with Section 409A of the Code, a "Change in Control" shall not be deemed to have occurred for purposes of any acceleration of payment or settlement of any amount or benefit that is subject to Section 409A of the Code unless it also meets the definition of a "change in control event" under the Treasury regulations under Section 409A of the Code.



7








14. Payments. Any payments hereunder shall be made out of the general assets of Teradyne. The Employee shall have the status of general unsecured creditor of Teradyne, and this Agreement constitutes a mere promise by Teradyne to make payments under this Agreement in the future as and to the extent provided herein. Unless otherwise determined by Teradyne in an applicable plan or arrangement, no amounts payable hereunder upon a Termination Event shall be deemed salary or compensation for the purpose of computing benefits under any employee benefit plan or other arrangement of Teradyne for the benefit of its employees. Teradyne shall be entitled to withhold from any payments or deemed payments any amount of tax withholding required by law.


17. Executive's Death.

In the Event of Executive's death during the Non-Competition Period, all of Executive's outstanding equity grants which remain unvested as of the date of his death shall automatically become fully vested and exercisable, as applicable, and all stock options shall remain exercisable for the remainder of the generally applicable term of such option which in all cases is no later than seven (7) years from the respective dates of grant.







7


18. Release of the Company's Claims

In consideration for among other terms, the Executive's signing of the Release attached as Attachment A, the Company voluntarily releases and forever discharges the Executive generally from all claims that, as of the date when the Company signs this Agreement, the Company has, ever had, now claims to have or ever claimed to have had against the Executive, including, without limitation, all claims relating to the Executive's employment by and retirement from the Company; provided that the Company does not release the Executive from: (a) any criminal offenses; (b) any claim for breach of fiduciary duty; (c) any claim related to violation of securities laws; and (d) any civil claim that is based on conduct that also satisfies the elements of a criminal offense, such as a civil claim for fraud (the "Excepted Claims"). The Company has no knowledge or reason to believe that the Company has any Excepted Claims against the Executive.












8








IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.This Agreement will become effective upon the expiration of the seventh business day following the date of Executive's execution, provided the Executive does not first rescind his acceptance.





| | | | | | | |
| TERADYNE, INC.| | | | MARK E. JAGIELA |
| | | | |





| By: | | /s/ Charles J. Gray | | | | /s/ Mark E. Jagiela |
By: ____/s/ Sanjay Mehta_____________

| Name: | | Charles J. Gray | | | | Date: January 31, 2023 |
Name: Sanjay Mehta

| Title: | | VP, General Counsel and Secretary | | | | |
Title: Vice President and Chief Financial Officer
| Date: | | January 31, 2023 | | | | |



8


SCHEDULE A

(Outstanding Equity Grants as of Retirement Date)



| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Product Type Name | | Plan Name | | Plan ID | | | Product ID | | Grant Date | | Grant Price | | | Participant Name | | QTY - Granted | | | QTY - Vested | | | QTY - Unvested | | | QTY - Exercised / Distributed | | QTY - Outstanding | |
| Restricted Units | | TERADYNE PERFORMANCE RSU | | | TERPR | | | 2006PBIT21 | | 1/29/2021 | | | 0 | | | JAGIELA, MARK E E. | | | 17977 | | | | 0 | | | | 17977 | | | 0 | | | 17977 | |
| Restricted Units | | TERADYNE PERFORMANCE RSU | | | TERPR | | | 2006PBIT22 | | 1/28/2022 | | | 0 | | | JAGlELA, MARK E E. | | | 21674 | | | | 0 | | | | 21674 | | | 0 | | | 21674 | |
| Restricted Units | | TERADYNE PERFORMANCE RSU | | | TERPR | | | 2006TSR21 | | 1/29/2021 | | | 0 | | | JAGIELA, MARK E E. | | | 17976 | | | | 0 | | | | 17976 | | | 0 | | | 17976 | |
| Restricted Units | | TERADYNE PERFORMANCE RSU | | | TERPR | | | 2006TSR22 | | 1/28/2022 | | | 0 | | | JAGlELA, MARK E E. | | | 21673 | | | | 0 | | | | 21673 | | | 0 | | | 21673 | |
| Restricted Units | | TERADYNE RESTRICTED STOCK | | | TERRU | | | 2006USRU20 | | 1/24/2020 | | | 0 | | | JAGlELA, MARK E E. | | | 27046 | | | | 0 | | | | 6762 | | | 20284 | | | 6762 | |





| Restricted Units | | TERADYNE RESTRICTED STOCK | | | TERRU | | | 2006USRU21 | | 1/29/2021 | | | 0 | | | JAGlELA, MARK E E. | | | 17977 | | | | 0 | | | | 8989 | | | 8988 | | | 8989 | |
EMPLOYEE





| Restricted Units | | TERADYNE RESTRICTED STOCK | | | TERRU | | | 2006USRU22 | | 1/28/2022 | | | 0 | | | JAGlELA, MARK E E. | | | 21674 | | | | 0 | | | | 16256 | | | 5418 | | | 16256 | |
__/s/ Ryan E. Driscoll________________

| Stock Options | | TERADYNE STOCK OPTION PLN | | | TEROP | | | 2006EES018 | | 1/26/2018 | | | 47.7 | | | JAGIELA, MARK E. E. | | | 34577 | | | | 8645 | | | | 0 | | | 25932 | | | 8645 | |
Name: Ryan E. Driscoll



| Stock Options | | TERADYNE STOCK OPTION PLN | | | TEROP | | | 2006EES018 | | 1/25/2019 | | | 36.75 | | | JAGIELA, MARK E E. | | | 48733 | | | | 24367 | | | | 0 | | | 24366 | | | 24367 | |
9




| Stock Options | | TERADYNE STOCK OPTION PLN | | | TEROP | | | 2006EES020 | | 1/24/2020 | | | 72.1 | | | JAGlELA, MARK E E. | | | 31447 | | | | 15724 | | | | 7862 | | | 7861 | | | 23586 | |
| Stock Options | | TERADYNE STOCK OPTION PLN | | | TEROP | | | 2006EES021 | | 1/29/2021 | | | 113.48 | | | JAGlELA, MARK E E. | | | 18580 | | | | 9290 | | | | 9290 | | | 0 | | | 18580 | |
| Stock Options | | TERADYNE STOCK OPTION PLN | | | TEROP | | | 2006EES022 | | 1/28/2022 | | | 112.12 | | | JAGlELA, MARK E E. | | | 20764 | | | | 5191 | | | | 15573 | | | 0 | | | 20764 | |



Exhibit 10.38

ATTACHMENT A

Release Agreement

In consideration of the payments and benefits described in the Executive Officer Change in Control Agreement dated February 2, 2024, between me and Teradyne, Inc. (including its subsidiaries, the Agreement dated January 31, 2023 between me and Teradyne, Inc. (the "Company"), all of which I acknowledge I would not otherwise be entitled to receive, I hereby fully, forever, irrevocably and unconditionally release, remise and discharge the Company, its successors and assigns and their respective employees, officers, directors, stockholders, corporate affiliates, subsidiaries, parent companies, agents and employees (each in their individual and corporate capacities) (hereinafter, the "Released Parties") from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys' fees and costs), of every kind and nature which I ever had or now have against the Released Parties arising out of my employment with and/or termination or separation from the Company or relating to my relationship as an officer or in any other capacity for the Company, including, but not limited to, all employment discrimination claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., and the Massachusetts Fair Employment Practices Act M.G.L. c.151B, §1 et seq., all as amended, all claims arising out of the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.,Worker Adjustment and Retraining Notification Act ("WARN"), 29 U.S.C. § 2101 et seq., all as amended, the Employee Retirement Income Security Act of 1974 ("ERISA"), 29 U.S.C. § 1001 et seq., the Massachusetts Wage Payment Statute, G.L. c. 149, § 148 et seq., the Massachusetts Sexual Harassment Statute, G.L. c. 214 § 1C, the Massachusetts Consumer Protection Act, G.L. c. 93A, the Massachusetts Equal Rights Act, G.L. c. 93, the Massachusetts Fair Employment Practices Act, M.G.L. c. 151B, § 1 et seq., the Massachusetts Civil Rights Act, M.G.L. c. 12, §§ 11H and 11I, the Massachusetts Equal Rights Act, M.G.L. c. 93, § 102 and M.G.L. c. 214, § 1C, the Massachusetts Labor and Industries Act, M.G.L. c. 149, § 1 et seq., the Massachusetts Privacy Act, M.G.L. c. 214, §1B, the Massachusetts Wage Act, M. G.L. c. 149, § 148, § 1B, and the Massachusetts Maternity Leave Act , M.G.L. c. 149, § 105D, all as amended; all common law claims including, but not limited to, actions in tort, (including fraud, misrepresentation and wrongful discharge), defamation and breach of contract; all claims to any non-vested ownership interest in the Company, contractual or otherwise, including but not limited to claims to stock or stock options; and any claim or damage arising out of my employment with, termination or separation from the Company (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; provided, however, that notwithstanding the foregoing, the Company agrees and hereby acknowledges that this Release Agreement is not intended to and does not (i) apply to any claims Executive may bring to enforce the terms of the Executive Officer Change in Control Agreement, (ii) release the Company of any obligation it may have pursuant to a written agreement, the Company's articles of organization or bylaws, or as mandated by statute to indemnify me as an officer of the Company; and (iii) release the Company of any obligation to provide and/or pay benefits to me or my estate, conservator or designated beneficiary(ies) under and in accordance with the terms of any applicable Company benefit plan and/or program; provided further, that nothing in this Release Agreement prevents me from filing, cooperating with, or participating in any proceeding before the EEOC or a state Fair Employment Practices Agency (except that I waive my right to recover monetary damages or other individual relief in any charge investigation or proceeding).or any related complaint or lawsuit filed by me or by anyone on my behalf).acknowledge that I may not be able to recover any monetary benefits in connection with any such claim, charge or proceeding).



Waiver of Rights and Claims Under the Age Discrimination in Employment Act of 1967: Since I am 40 years of age or older, I have been informed that I have or may have specific rights and/or claims under the Age Discrimination in Employment Act of 1967 (ADEA) and I agree that:

in consideration for the payments and benefits described in the Executive Officer Change in Control Agreement, which I am not otherwise entitled to receive, I specifically and voluntarily waive such rights and/or claims under the ADEA I might have against the Released Parties to the extent such rights and/or claims arose prior to the date this Release Agreement was executed;

I understand that rights or claims under the ADEA which may arise after the date this Release Agreement is executed are not waived by me;

10


I was advised that I have at least 21 days within which to consider the terms of this Release Agreement and to consult with or seek advice from an attorney of my choice or any other person of your choosing prior to executing this Release Agreement;






I have carefully read and fully understand all of the provisions of this Release Agreement, and I knowingly and voluntarily agree to all of the terms set forth in this Release Agreement; and

in entering into this Release Agreement I am not relying on any representation, promise or inducement made by the Company or its attorneys with the exception of those promises described in this document.



Period for Review and Consideration of Agreement:

I acknowledge that I was informed and understand that I have twenty-one (21) days to review this Release Agreement and consider its terms before signing it.

The 21-day review period will not be affected or extended by any revisions, whether material or immaterial, that might be made to this Agreement.

Accord and Satisfaction:

The amounts set forth in the Executive Officer Change in Control Agreement shall be complete and unconditional payment, settlement, accord and/or satisfaction with respect to all obligations and liabilities of the Released Parties to me, including, without limitation, all claims for back wages, salary, vacation pay, draws, incentive pay, bonuses, cash awards, equity awards, commissions, severance pay, reimbursement of expenses, any and all other forms of compensation or benefits, attorney's fees, or other costs or sums.

Revocation Period:

I may revoke this Release Agreement at any time during the seven-day period immediately following my execution hereof. As a result, this Release Agreement shall not become effective or enforceable and the Company shall have no obligation to make any payments or provide any benefits described in the Executive Officer Change in Control Agreement until the seven-day revocation period has expired.In order to revoke the Release, you must submit a written notice of revocation to Charles Gray, General Counsel located at 600 Riverpark Drive, North Reading, MA 01864. This written notice may be sent by mail, email or hand-delivery, but must be received by Mr. Gray no later than the close of business on the seventh day.

| | | |
| _______________________________________ | | _________________________ |
| | | |
| Name: /s/ Mark E. Jagiela | | Date January 31, 2023 |
| Name: Ryan E. Driscoll | | Date |
| ________________________________________ | | _________________________ |
| | | |
| Witness | | Date |







2






IF YOU DO NOT WISH TO USE THE 21-DAY PERIOD,
PLEASE CAREFULLY REVIEW AND SIGN THIS DOCUMENT



I, Ryan E. Driscoll, acknowledge that I was informed and understand that I have 21 days within which to consider the attached Release Agreement, have been advised of my right to consult with an attorney regarding such Agreement and have considered carefully every provision of the Agreement, and that after having engaged in those actions, I prefer to and have requested that I enter into the Agreement prior to the expiration of the 21 day period.

| | | |
| _______________________________________ | | _________________________ |
| | | |
| Name: Ryan E. Driscoll | | Date |
| ________________________________________ | | _________________________ |
| | | |
| Witness | | Date |









3




Exhibit 21.1

Present Subsidiaries



| | | | | | | |
| | | Entity Name: | | State or Jurisdiction Of | | Percentage of Voting | |
| | | | | | | ||
| | | Incorporation | | Securities Owned | |
| | | Teradyne (Asia) Pte., Ltd. | | Singapore | | | 100 | %* |
| | | Teradyne Canada Limited | | Canada | | | 100 | % |
| | | Teradyne de Costa Rica S.R.L. | | Costa Rica | | | 100 | % |
| | | Teradyne GmbH | | Germany | | | 100 | %* |
| | | Teradyne Holdings Denmark ApS | | Denmark | | | 100 | %* |
| | | Teradyne (India) Engineering Private Ltd. | | India | | | 100 | %* |
| | | Teradyne International Holdings B.V. | | The Netherlands | | | 100 | % |
| | | Teradyne International UK Holdings Ltd. | | United Kingdom | | | 100 | %* |
| | | Teradyne Israel Limited | | Israel | | | 100 | % |
| | | Teradyne Italia SrL | | Italy | | | 100 | %* |
| | | Teradyne K.K. | | Japan | | | 100 | % |
| | | Teradyne Korea Ltd. | | Korea | | | 100 | %* |
| | | Teradyne Limited | | United Kingdom | | | 100 | %* |
| | | Teradyne Malaysia Sdn. Bhd. | | Malaysia | | | 100 | %* |
| | | Teradyne Philippines Limited | | Delaware | | | 100 | % |
| | | Teradyne Robotics Holdings Denmark ApS | | Denmark | | | 100 | %* |
| | | Teradyne SAS | | France | | | 100 | % |
| | | Teradyne (Shanghai) Co., Ltd | | Peoples Republic of China | | | 100 | %* |
| | | Teradyne Taiwan LLC | | Delaware | | | 100 | %* |
| | | Teradyne Thailand Limited | | Delaware | | | 100 | % |
| Device Interface Solutions Technology (Shanghai) Co., Ltd | | Peoples Republic of China | | | 100 | %* |
| DIS Tech America, LLC | | Delaware | | | 100 | % |
| DIS Tech Italia S.r.l. | | Italy | | | 100 | % |
| DIS Tech Japan, G.K. | | Japan | | | 100 | %* |
| DIS Tech Philippines, LLC | | Delaware | | | 100 | % |
| DIS Tech Singapore Pte. Ltd. | | Singapore | | | 100 | %* |
| DIS Tech Taiwan LLC | | Delaware | | | 100 | % |
| GenRad, LLC | | Delaware | | | 100 | % |
| Herco Technology Corp. | | California | | | 100 | % |
| | | P.L.S.T., Inc. (f/k/a Perception Laminates, Inc.) | | California | | | 100 | % |
| | | Eagle Test Systems, Inc. | | Delaware | | | 100 | % |
| | | Nextest Systems Corporation | | Delaware | | | 100 | % |
| | | Lemsys SA | | Switzerland | | | 100 | %* |
| | | LitePoint Corporation | | Delaware | | | 100 | % |
| | | LitePoint Europe A/S | | Denmark | | | 100 | %* |
| | | LitePoint Technology Limited | | Hong Kong | | | 100 | %* |
| | | LitePoint Technology (Shanghai) Company Ltd. | | Peoples Republic of China | | | 100 | %* |
| | | LitePoint Vietnam Limited | | Socialist Republic of Vietnam | | | 100 | %* |
| | | Mobile Industrial Robots A/S | | Denmark | | | 100 | %* |
| | | Mobile Industrial Robots, Inc. | | Delaware | | | 100 | %* |
| | | Mobile Industrial Robots GmbH | | Germany | | | 100 | %* |
MiR Global, Inc. | | Delaware | | | 100 | % |
| | | MiR Robots (Shanghai) Co. Ltd. | | Peoples Republic of China | | | 100 | %* |
| | | Universal Robots A/S | | Denmark | | | 100 | %* |
| | | Universal Robots (Spain) S.L. | | Spain | | | 100 | %* |
| | | Universal Robots (India) Pte. Ltd. | | India | | | 100 | %* |
| | | Universal Robots (Shanghai) Co. Ltd. | | Peoples Republic of China | | | 100 | %* |
| | | Universal Robots (USA), Inc. | | Delaware | | | 100 | %* |
| Teradyne Robots (Germany) GmbH | | Germany | | | 100 | %* |
| Teradyne Robots (Spain) S.L. | | Spain | | | 100 | %* |
| Universal Robots Mexico S.A. de C.V. | | Mexico | | | 100 | %* |
| | | Universal Robots (UK) Ltd. | | United Kingdom | | | 100 | %* |
| | | UR Technology (Shanghai) Co. Ltd. | | People Republic of China | | | 100 | %* |



| | |AutoGuide, LLC | | Delaware | | | 100 | % |
| * | Indirect subsidiaries whose voting securities are 100% controlled by Teradyne, Inc. |




Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-256136; 333-188824; 333-159723; 333-143231;333-134519; 333-116632; 333-101983; 333-68074;333-56373; 333-143231; 333-134519; 333-116632; 333-101983; 333-68074; 333-56373; and 333-07177) of Teradyne, Inc. of our report dated February 22, 2024 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

February 22, 2024




EXHIBIT 31.1

CERTIFICATIONS

I, Gregory Smith, certify that:

1. I have reviewed this annual report on Form 10-K of Teradyne, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 22, 2024

| | | |
| | |
| By: | | /s/ GREGORY SMITH |
| | | Gregory Smith |
| | | Chief Executive Officer |




EXHIBIT 31.2

CERTIFICATIONS

I, Sanjay Mehta, certify that:

1. I have reviewed this annual report on Form 10-K of Teradyne, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 22, 2024

| | | |
| | |
| By: | | /S/ SANJAY MEHTA |
| | | Sanjay Mehta |
| | | Chief Financial Officer |




EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Teradyne, Inc. (the "Company") on Form 10-K for the period ending December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gregory Smith, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



| |
| /S/ GREGORY SMITH |
| Gregory Smith |
| Chief Executive Officer |

February 22, 2024


EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Teradyne, Inc. (the "Company") on Form 10-K for the period ending December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Sanjay Mehta, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



| |
| /S/ SANJAY MEHTA |
| Sanjay Mehta |
| Chief Financial Officer |

February 22, 2024


Exhibit 97.1

TERADYNE, INC.

POLICY FOR RECOUPMENT OF INCENTIVE COMPENSATION



1.
Introduction



In accordance with Section 10D of the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the Board of Directors (the "Board") of Teradyne, Inc. (the "Company") has adopted a policy (the "Policy") providing for the Company's recoupment of certain incentive-based compensation received by Covered Executives (as defined below) in the event that the Company is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement under the securities laws. This Policy is designed to comply with, and shall be construed and interpreted to be consistent with, Section 10D of the Exchange Act, Rule 10D-1 promulgated under the Exchange Act and Listing Rule 5608 of the corporate governance rules of The Nasdaq Stock Market.



2.
Administration



Administration and enforcement of this Policy is delegated to the Compensation Committee of the Board (as constituted from time to time, and including any successor committee, the "Committee"). The Committee shall make all determinations under this Policy in its sole discretion. Determinations of the Committee under this Policy need not be uniform with respect to any or all Covered Executives and will be final and binding.



3.
Effective Date



This Policy shall be effective as of October 2, 2023 (the "Effective Date") and shall apply only to Covered Compensation (as defined below) that is received by Covered Executives on or after the Effective Date.



4.
Covered Executives



This Policy covers each current or former officer of the Company subject to Section 16 of the Securities Exchange Act of 1934, as amended (each, a "Covered Executive").



5.
Covered Compensation



This Policy applies to any compensation, including cash-based and equity-based incentive compensation, that are received by a Covered Executive and that were based, wholly or in part, upon the attainment of any financial reporting measure ("Covered Compensation"). For the avoidance of doubt, none of the following shall be deemed to be Covered Compensation: base salary, a bonus that is paid solely at the discretion of the Committee or Board and not paid from a bonus pool determined by satisfying a financial reporting measure performance goal, cash or equity-based awards that are earned solely upon satisfaction of one or more subjective, operational or strategic standards, and equity awards for which the grant is not contingent upon achieving any financial reporting measure performance goal and vesting is contingent solely upon completion of a specified employment period and/or attaining one or more nonfinancial reporting measures. This Policy shall apply to any Covered Compensation received by an employee who served as a Covered Executive at any time during the performance period for that Covered Compensation, even if the payment or vesting occurs after the end of that period. For purposes of this Policy, financial reporting measures are measures that are determined and presented in accordance with the accounting principles used in preparing the Company's financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return (TSR) are also financial reporting measures.



6.
Financial Restatements; Recoupment



In the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (such an accounting restatement, a "Restatement"), the Committee shall review






Exhibit 97.1

the Covered Compensation received by a Covered Executive during the three completed fiscal years preceding the fiscal year that includes the Required Financial Restatement Date as well as any transition period that results from a change in the Company's fiscal year within or immediately following those three completed fiscal years. Regardless of whether the Company filed the restated financial statements, the Committee shall, to the full extent permitted by governing law, seek recoupment, reasonably promptly, of any such Covered Compensation (computed without regard to any taxes paid), if and to the extent



a.
the amount of the Covered Compensation was calculated based upon the achievement of certain financial results that were subsequently the subject of a Restatement; and



b.
the amount of the Covered Compensation that would have been received by the Covered Executive had the financial results been properly reported would have been lower than the amount actually awarded (any such amount, "Erroneously-Awarded Compensation").



To the extent Covered Compensation was based on the achievement of a financial reporting measure, but the amount of such Covered Compensation was not awarded or paid on a formulaic basis, the Committee shall determine the amount, if any, of such Covered Compensation that is deemed to be Erroneously-Awarded Compensation. For incentive-based compensation based on stock price or TSR, where the amount of Erroneously-Awarded Compensation is not subject to mathematical recalculation directly from the information in an accounting restatement, the Committee shall determine the amount based on a reasonable estimate of the effect of the accounting restatement on the stock price or TSR upon which the incentive-based compensation was received.



For purposes of this Policy, the "Required Financial Restatement Date" is the earlier to occur of:



a.
the date the Board, a committee of the Board, or any officer or officers authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement; or



b.
the date a court, regulator, or other legally authorized body directs the Company to prepare a Restatement.



For the avoidance of doubt, a Covered Executive will be deemed to have received Covered Compensation in the Company's fiscal period during which the financial reporting measure specified in the award is attained, even if the Covered Executive remains subject to additional payment conditions with respect to such award.



7.
Method of Recoupment



The Committee will determine, in its sole discretion, the method for recouping Erroneously-Awarded Compensation, which may include, without limitation:



a.
requiring reimbursement of cash incentive compensation previously paid;



b.
cancelling or rescinding some or all outstanding vested or unvested equity (and/or equity-based) awards;



c.
adjusting or withholding from unpaid compensation or other set-off to the extent permitted by applicable law;



d.
reducing or eliminating future salary increases, cash-based or equity-based incentive compensation, bonuses, awards or severance; and/or



e.
taking any other remedial and recovery action permitted by law, as determined by the Committee.



8.
Impracticability Exceptions








Exhibit 97.1

The Committee may determine not to seek recoupment of any Erroneously-Awarded Compensation to the extent it determines it would be impracticable because:



a.
after a reasonable attempt to recover any Erroneously-Awarded Compensation is made, the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount of Erroneously-Awarded Compensation to be recovered;



b.
recovery would violate home country law where that law was adopted prior to November 28, 2022 based on an opinion of home country counsel; and/or



c.
recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to Company employees, to fail to meet the requirements of Sections 401(a)(13) and 411(a) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.



9.
No Indemnification



For the avoidance of doubt, the Company shall not indemnify any Covered Executive against the loss of any Erroneously-Awarded Compensation or any Covered Compensation that is recouped pursuant to the terms of this Policy, or any claims relating to the Company's enforcement of its rights under this Policy.



10.
Severability



If any provision of this Policy or the application of any such provision to any Covered Executive shall be adjudicated to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Policy, and the invalid, illegal or unenforceable provisions shall be deemed amended to the minimum extent necessary to render any such provision or application enforceable.



11.
Amendments



The Committee may amend, modify or terminate this Policy in whole or in part at any time and may adopt such rules and procedures that it deems necessary or appropriate to implement this Policy or to comply with applicable laws and regulations.



12.
No Impairment of Other Remedies



The remedies under this Policy are in addition to, and not in lieu of, any legal and equitable claims the Company may have, the Company's ability to enforce, without duplication, the recoupment provisions set forth in any separate Company policy or in any Company plan, program or agreement (each, a "Separate Recoupment Policy" and collectively, the "Separate Recoupment Policies"), or any actions that may be imposed by law enforcement agencies, regulators or other authorities. Notwithstanding the foregoing, in the event that there is a conflict between the application of this Policy to a Covered Executive in the event of a Restatement and any additional recoupment provisions set forth in a Separate Recoupment Policy to which a Covered Executive is subject, the provisions of this Policy shall control. The Company may also adopt additional Separate Recoupment Policies in the future or amend existing requirements as required by law or regulation.










Exhibit 97.1

TERADYNE, INC.



CLAWBACK POLICY ACKNOWLEDGMENT



Reference is made to the Teradyne, Inc. Policy for Recoupment of Incentive Compensation, effective as of October 2, 2023 (the "Clawback Policy"). By signing in the space indicated below, you acknowledge and agree that you have received and understand the Clawback Policy and that effective as of October 2, 2023, the Clawback Policy applies and will continue to apply to you during and after your employment in accordance with its terms.



EXECUTIVE:

____________________________________

Name:



DATE: