0000950170-24-086252 8-K 12 20240724 2.02 9.01 20240725 20240725 TERADYNE, INC 0000097210 3825 08 Industrial Applications and Services 042272148 MA 1231 8-K 34 001-06462 241139647 600 RIVERPARK DRIVE NORTH READING MA 01864 978-370-2700 600 RIVERPARK DRIVE NORTH READING MA 01864 TERADYNE INC 19920703 8-K 1 ter-20240724.htm 8-K false000009721000000972102024-07-242024-07-24 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 24, 2024 TERADYNE, INC. (Exact Name of Registrant as Specified in Charter) Massachusetts 001-06462 04-2272148 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 600 Riverpark Drive, North Reading, MA 01864 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (978) 370-2700 (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Trading Name of each exchange Title of each class Symbol(s) on which registered Common Stock, par value $0.125 per share TER Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ? If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ? -------------------------------------------------------------------------------- Item 2.02 Results of Operations and Financial Condition. On July 24, 2024, Teradyne, Inc. (“Teradyne”) issued a press release regarding its financial results for the second quarter ended June 30, 2024. Teradyne’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 99.1 Press Release dated July 24, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TERADYNE, INC. Dated: July 25, 2024 By: /s/ SANJAY MEHTA Name: Sanjay Mehta Vice President, Chief Financial Title: Officer and Treasurer -------------------------------------------------------------------------------- EX-99.1 2 ter-ex99_1.htm EX-99.1 Exhibit 99.1 Teradyne Reports Second Quarter 2024 Results • Revenue and earnings above the high-end of Q2 guidance • Revenue of $730 million in Q2’24, up 7% from Q2’23 • 14% YoY Growth in Q2 for Semiconductor Test driven by continued strength in memory and demand recovery in SoC Q2'24 Q2'23 Q1'24 Revenue (mil) $ 730 $ 684 $ 600 GAAP EPS $ 1.14 $ 0.73 $ 0.40 Non-GAAP EPS $ 0.86 $ 0.79 $ 0.51 NORTH READING, Mass. – July 24, 2024 – Teradyne, Inc. (NASDAQ: TER) reported revenue of $730 million for the second quarter of 2024 of which $543 million was in Semiconductor Test, $61 million in System Test, $36 million in Wireless Test and $90 million in Robotics. GAAP net income for the second quarter of 2024 was $186.3 million or $1.14 per diluted share. On a non-GAAP basis, Teradyne’s net income in the second quarter of 2024 was $140.0 million, or $0.86 per diluted share, which excluded acquired intangible asset amortization, restructuring and other charges, gains on foreign exchange options in connection with acquisitions and divestitures, gain on sale of business, and included the related tax impact on non-GAAP adjustments. “In the second quarter, AI applications drove accelerated demand from both compute and memory customers, and our robotics business grew sequentially and year-over-year,” said Teradyne CEO Greg Smith. “Overall, 2024 is shaping up as we expected, and we believe the deployment of edge AI will strengthen demand in our test and robotics businesses over the mid-term.” Guidance for the third quarter of 2024 is revenue of $680 million to $740 million, with GAAP net income of $0.62 to $0.82 per diluted share and non-GAAP net income of $0.66 to $0.86 per diluted share. Non-GAAP guidance excludes acquired intangible asset amortization and amortization on our investment in Technoprobe, as well as the related tax impact on non-GAAP adjustments. Webcast A conference call to discuss the second quarter results, along with management’s business outlook, will follow at 8:30 a.m. ET, Thursday, July 25, 2024. Interested investors should access the webcast at www.teradyne.com and click on "Investors" at least five minutes before the call begins. Presentation materials will be available starting at 8:30 a.m. ET. A replay will be available on the Teradyne website at www.teradyne.com/investors. -------------------------------------------------------------------------------- Page 2 Non-GAAP Results In addition to disclosing results that are determined in accordance with GAAP, Teradyne also discloses non-GAAP results of operations that exclude certain income items and charges. These results are provided as a complement to results provided in accordance with GAAP. Non-GAAP income from operations and non-GAAP net income exclude acquired intangible assets amortization, restructuring and other, pension actuarial gains and losses, stock compensation modification expense, gains and losses on foreign exchange options in connection with acquisitions and divestitures, gain on sale of business, discrete income tax adjustments, and includes the related tax impact on non-GAAP adjustments. GAAP requires that these items be included in determining income from operations and net income. Non-GAAP income from operations, non-GAAP net income, non-GAAP income from operations as a percentage of revenue, non-GAAP net income as a percentage of revenue, and non-GAAP net income per share are non-GAAP performance measures presented to provide meaningful supplemental information regarding Teradyne’s baseline performance before gains, losses or other charges that may not be indicative of Teradyne’s current core business or future outlook. These non-GAAP performance measures are used to make operational decisions, to determine employee compensation, to forecast future operational results, and for comparison with Teradyne’s business plan, historical operating results and the operating results of Teradyne’s competitors. Non-GAAP diluted shares include the impact of Teradyne’s call option on its shares. Management believes each of these non-GAAP performance measures provides useful supplemental information for investors, allowing greater transparency to the information used by management in its operational decision making and in the review of Teradyne’s financial and operational performance, as well as facilitating meaningful comparisons of Teradyne’s results in the current period compared with those in prior and future periods. A reconciliation of each available GAAP to non-GAAP financial measure discussed in this press release is contained in the attached exhibits and on the Teradyne website at www.teradyne.com by clicking on “Investor Relations” and then selecting “Financials” and the “GAAP to Non-GAAP Reconciliation” link. The non-GAAP performance measures discussed in this press release may not be comparable to similarly titled measures used by other companies. The presentation of non-GAAP measures is not meant to be considered in isolation, as a substitute for, or superior to, financial measures or information provided in accordance with GAAP. About Teradyne Teradyne (NASDAQ:TER) test technology helps bring high-quality innovations such as smart devices, life-saving medical equipment and data storage systems to market, faster. Its advanced test solutions for semiconductors, electronic systems, wireless devices and more ensure that products perform as they were designed. Its robotics offerings include collaborative and mobile robots that help manufacturers of all sizes increase productivity, improve safety, and lower costs. In 2023, Teradyne had revenue of $2.7 billion and today employs over 6,200 people worldwide. For more information, visit teradyne.com. Teradyne® is a registered trademark of Teradyne, Inc., in the U.S. and other countries. Safe Harbor Statement This release contains forward-looking statements including statements regarding Teradyne’s future business prospects, financial performance or position and results of operations. You can identify forward-looking statements by their use of forward-looking words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “goal” or other comparable terms. Forward-looking statements in this press release address various matters, including statements regarding Teradyne’s financial guidance. Investors are cautioned that such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements due to known and unknown risks, uncertainties, assumptions, and other factors. Such factors include, but are not limited to, macroeconomic factors and slowdowns or downturns in economic conditions generally and in the markets in which Teradyne operates; decreased or delayed product demand from one or more significant customers; a slowdown or inability in the development, delivery and acceptance of new products; the ability to grow the Robotics business; the impact of increased research and development spending; the impact of epidemics or pandemics such as COVID-19; the impact of a supply shortage on our supply chain and contract manufacturers; the consummation and success of any mergers or acquisitions; unexpected cash needs; the business judgment of the board of directors that a declaration of a dividend or the repurchase of common stock is not in Teradyne’s best interests; changes to U.S. or global tax regulations or guidance; the impact of any tariffs or export -------------------------------------------------------------------------------- Page 3 controls imposed by the U.S. or China; the impact of U.S. Department of Commerce or other government agency regulations relating to Huawei, HiSilicon and other customers or potential customers; the impact of U.S. Department Commerce export control regulations for certain U.S. products and technology sold to military end users or for military end-use in China; the impact of the Israel-Hamas conflict; the impact of regulations published by the U.S. Department of Commerce relating to semiconductors and semiconductor manufacturing equipment destined for certain end uses in China. The risks included above are not exhaustive. For a more detailed description of the risk factors associated with Teradyne, please refer to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Many of these factors are macroeconomic in nature and are, therefore, beyond Teradyne’s control. We caution readers not to place undue reliance on any forward-looking statements included in this press release which speak only as to the date of this press release. Teradyne specifically disclaims any obligation to update any forward-looking information contained in this press release or with respect to the announcements described herein. -------------------------------------------------------------------------------- Page 4 TERADYNE, INC. REPORT FOR SECOND FISCAL QUARTER OF 2024 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Quarter Ended Six Months Ended June 30, March 31, July 2, June 30, July 2, 2024 2024 2023 2024 2023 Net revenues $ 729,879 $ 599,819 $ 684,437 $ 1,329,698 $ 1,301,966 Cost of revenues (exclusive of acquired intangible assets amortization shown separately below) (1) 304,035 260,537 281,945 564,572 543,054 Gross profit 425,844 339,282 402,492 765,126 758,912 Operating expenses: Selling and administrative (2) 154,470 149,188 145,695 303,658 296,650 Engineering and development 111,816 103,199 105,706 215,015 211,468 Acquired intangible assets amortization 4,664 4,697 4,825 9,361 9,627 Restructuring and other (3) 2,012 4,427 6,358 6,440 8,395 Gain on sale of business (4) (57,486 ) — — (57,486 ) — Operating expenses 215,476 261,511 262,584 476,988 526,140 Income from operations 210,368 77,771 139,908 288,138 232,772 Interest and other (income) expense (5) (9,035 ) 4,869 (4,494 ) (4,167 ) (8,714 ) Income before income taxes 219,403 72,902 144,402 292,305 241,486 Income tax provision 33,130 8,705 24,352 41,835 37,905 Net income $ 186,273 $ 64,197 $ 120,050 $ 250,470 $ 203,581 Net income per common share: Basic $ 1.18 $ 0.42 $ 0.78 $ 1.61 $ 1.31 Diluted $ 1.14 $ 0.40 $ 0.73 $ 1.54 $ 1.23 Weighted average common shares - basic 157,804 153,047 154,760 155,426 155,332 Weighted average common shares - diluted (6) 163,470 162,348 164,751 162,909 165,530 Cash dividend declared per common share $ 0.12 $ 0.12 $ 0.11 $ 0.24 $ 0.22 (1) Cost of revenues includes: Quarter Ended Six Months Ended June 30, March 31, July 2, June 30, July 2, 2024 2024 2023 2024 2023 Provision for excess and obsolete inventory $ 3,261 $ 6,177 $ 5,731 $ 9,438 $ 11,341 Sale of previously written down inventory (592 ) (722 ) (2,463 ) (1,314 ) (2,848 ) $ 2,669 $ 5,455 $ 3,268 $ 8,124 $ 8,493 (2) For the quarter ended March 31, 2024, and the six months ended June 30, 2024, selling and administrative expenses included an equity charge of $1.7 million for the modification of Teradyne executives' retirement agreements. For the six months ended July 2, 2023, selling and administrative expenses included an equity charge of $5.9 million for the modification of Teradyne’s retired CEO’s outstanding equity awards in connection with his February 1, 2023, retirement. (3) Restructuring and other consists of: Quarter Ended Six Months Ended June 30, March 31, July 2, June 30, July 2, 2024 2024 2023 2024 2023 Employee severance $ 2,012 $ 2,026 $ 5,140 $ 4,038 $ 7,177 Acquisition and divestiture related expenses — 2,214 — 2,214 — Other — 187 1,218 187 1,218 $ 2,012 $ 4,427 $ 6,358 $ 6,440 $ 8,395 -------------------------------------------------------------------------------- Page 5 (4) On May 27, 2024, Teradyne sold Teradyne's Device Interface Solution ("DIS") business, a component of the Semiconductor Test segment, to Technoprobe S.p.A. ("Technoprobe"), for $85.0 million, net of cash and cash equivalents sold and a working capital adjustment. (5) Interest and other includes: Quarter Ended Six Months Ended June 30, March 31, July 2, June 30, July 2, 2024 2024 2023 2024 2023 Loss (gain) on foreign exchange option $ (4,154 ) $ 13,918 $ — $ 9,765 $ — Pension actuarial losses (gains) (250 ) — 53 (250 ) 53 (6) Under GAAP, when calculating diluted earnings per share, convertible debt must be assumed to have converted if the effect on EPS would be dilutive. Diluted shares assume the conversion of the convertible debt as the effect would be dilutive. Accordingly, for the quarters ended June 30, 2024, March 31, 2024, and July 2, 2023, diluted shares included 4.9 million, 8.9 million and 8.9 million shares, respectively, from the convertible note hedge transaction. For the six months ended June 30, 2024, and July 2, 2023, diluted shares included 6.9 million and 8.9 million shares, respectively, from the convertible note hedge transaction. For the quarter ended July 2, 2023, 0.7 million shares have also been included in diluted shares. For the six months ended July 2, 2023, 0.8 million shares have also been included in diluted shares. -------------------------------------------------------------------------------- Page 6 CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) June 30, December 31, 2024 2023 Assets Cash and cash equivalents $ 421,904 $ 757,571 Marketable securities 38,654 62,154 Accounts receivable, net 470,297 422,124 Inventories, net 288,748 309,974 Prepayments 515,906 548,970 Other current assets 20,884 37,992 Current assets held for sale — 23,250 Total current assets 1,756,393 2,162,035 Property, plant and equipment, net 472,457 445,492 Operating lease right-of-use assets, net 72,381 73,417 Marketable securities 123,723 117,434 Deferred tax assets 192,901 175,775 Retirement plans assets 11,293 11,504 Equity method investment 524,060 — Other assets 47,923 38,580 Acquired intangible assets, net 25,465 35,404 Goodwill 405,110 415,652 Assets held for sale — 11,531 Total assets $ 3,631,706 $ 3,486,824 Liabilities Accounts payable $ 160,808 $ 180,131 Accrued employees’ compensation and withholdings 161,187 191,750 Deferred revenue and customer advances 102,988 99,804 Other accrued liabilities 108,746 114,712 Operating lease liabilities 18,280 17,522 Income taxes payable 74,365 48,653 Current liabilities held for sale — 7,379 Total current liabilities 626,374 659,951 Retirement plans liabilities 135,167 132,090 Long-term deferred revenue and customer advances 36,146 37,282 Long-term other accrued liabilities 16,632 19,998 Deferred tax liabilities 96 183 Long-term operating lease liabilities 61,883 65,092 Long-term income taxes payable 24,596 44,331 Liabilities held for sale — 2,000 Total liabilities 900,894 960,927 Shareholders’ equity 2,730,812 2,525,897 Total liabilities and shareholders’ equity $ 3,631,706 $ 3,486,824 -------------------------------------------------------------------------------- Page 7 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Quarter Ended Six Months Ended June 30, July 2, June 30, July 2, 2024 2023 2024 2023 Cash flows from operating activities: Net income $ 186,273 $ 120,050 $ 250,470 $ 203,581 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 25,573 22,551 48,927 45,231 Stock-based compensation 14,935 13,564 30,693 32,449 Amortization 4,631 4,654 9,397 9,580 Provision for excess and obsolete inventory 3,261 5,731 9,438 11,341 Losses (gains) on investments 2,624 (2,507 ) 13,090 (4,745 ) Gain on sale of business (57,486 ) — (57,486 ) — Deferred taxes (7,161 ) (5,937 ) (16,830 ) (13,571 ) Retirement plan actuarial losses (gains) (250 ) — (250 ) — Other 453 (201 ) 1,240 (92 ) Changes in operating assets and liabilities Accounts receivable (46,156 ) (39,897 ) (54,211 ) (2,693 ) Inventories 24,034 9,852 17,102 (13,845 ) Prepayments and other assets 11,101 (14,204 ) 22,190 (29,584 ) Accounts payable and other liabilities 52,539 58,694 (53,009 ) (24,514 ) Deferred revenue and customer advances 4,183 (2,233 ) 2,739 (34,938 ) Retirement plans contributions (1,353 ) (1,248 ) (2,774 ) (2,482 ) Income taxes (1,132 ) (26,102 ) 2,622 (13,614 ) Net cash provided by operating activities 216,069 142,767 223,348 162,104 Cash flows from investing activities: Purchases of property, plant and equipment (44,846 ) (39,258 ) (88,869 ) (80,702 ) Purchases of investment in a business (524,653 ) — (524,653 ) — Purchases of marketable securities (11,715 ) (29,742 ) (27,757 ) (99,018 ) Proceeds from the sale of a business, net of cash and cash equivalents sold 87,172 — 87,172 — Proceeds from maturities of marketable securities 12,420 14,529 26,858 35,577 Proceeds from sales of marketable securities 555 27,648 21,289 21,997 Proceeds from life insurance — — 873 460 Net cash used for investing activities (481,067 ) (26,823 ) (505,087 ) (121,686 ) Cash flows from financing activities: Payments of borrowings on revolving credit facility (185,000 ) — (185,000 ) — Dividend payments (19,000 ) (17,019 ) (37,370 ) (34,184 ) Repurchase of common stock (8,189 ) (134,537 ) (30,306 ) (227,845 ) Payments related to net settlement of employee stock compensation awards (319 ) (438 ) (13,434 ) (20,308 ) Payments of convertible debt principal — (2,303 ) — (17,458 ) Proceeds from borrowings on revolving credit facility 185,000 — 185,000 — Issuance of common stock under stock purchase and stock option plans 4,902 602 21,836 16,599 Net cash used for financing activities (22,606 ) (153,695 ) (59,274 ) (283,196 ) Effects of exchange rate changes on cash and cash equivalents 2,105 1,751 5,346 1,213 Decrease in cash and cash equivalents (285,499 ) (36,000 ) (335,667 ) (241,565 ) Cash and cash equivalents at beginning of period 707,403 649,208 757,571 854,773 Cash and cash equivalents at end of period $ 421,904 $ 613,208 $ 421,904 $ 613,208 -------------------------------------------------------------------------------- Page 8 GAAP to Non-GAAP Earnings Reconciliation (In millions, except per share amounts) Quarter Ended June 30, % of Net March 31, % of Net July 2, % of Net 2024 Revenues 2024 Revenues 2023 Revenues Net revenues $ 729.9 $ 599.8 $ 684.4 Gross profit GAAP and non-GAAP 425.8 58.3 % 339.3 56.6 % 402.5 58.8 % Income from operations - GAAP 210.4 28.8 % 77.8 13.0 % 139.9 20.4 % Acquired intangible assets amortization 4.7 0.6 % 4.7 0.8 % 4.8 0.7 % Restructuring and other (1) 2.0 0.3 % 4.4 0.7 % 6.4 0.9 % Equity modification charge (2) — — 1.7 0.3 % — — Gain on sale of business (3) (57.5 ) -7.9 % — — — — Income from operations - non-GAAP $ 159.6 21.9 % $ 88.6 14.8 % $ 151.1 22.1 % Net Income Net Income Net Income per Common Share per Common Share per Common Share June 30, % of Net March 31, % of Net July 2, % of Net 2024 Revenues Basic Diluted 2024 Revenues Basic Diluted 2023 Revenues Basic Diluted Net income - GAAP $ 186.3 25.5 % $ 1.18 $ 1.14 $ 64.2 10.7 % $ 0.42 $ 0.40 $ 120.1 17.5 % $ 0.78 $ 0.73 Acquired intangible assets amortization 4.7 0.6 % 0.03 0.03 4.7 0.8 % 0.03 0.03 4.8 0.7 % 0.03 0.03 Restructuring and other (1) 2.0 0.3 % 0.01 0.01 4.4 0.7 % 0.03 0.03 6.4 0.9 % 0.04 0.04 Equity Modification Charge (2) — — — — 1.7 0.3 % 0.01 0.01 — — — — Pension mark-to-market adjustment (4) (0.3 ) 0.0 % (0.00 ) (0.00 ) — — — — 0.1 0.0 % 0.00 0.00 Loss (gain) on foreign exchange option (4.2 ) -0.6 % (0.03 ) (0.03 ) 13.9 2.3 % 0.09 0.09 — — — — Gain on sale of business (3) (57.5 ) -7.9 % (0.36 ) (0.35 ) — — — — — — — — Exclude discrete tax adjustments 10.5 1.4 % 0.07 0.06 (2.2 ) -0.4 % (0.01 ) (0.01 ) 0.5 0.1 % 0.00 0.00 Non-GAAP tax adjustments (1.5 ) -0.2 % (0.01 ) (0.01 ) (4.2 ) -0.7 % (0.03 ) (0.03 ) (2.9 ) -0.4 % (0.02 ) (0.02 ) Net income - non-GAAP $ 140.0 19.2 % $ 0.89 $ 0.86 $ 82.5 13.8 % $ 0.54 $ 0.51 $ 129.0 18.8 % $ 0.83 $ 0.79 GAAP and non-GAAP weighted average common shares - basic 157.8 153.0 154.8 GAAP weighted average common shares - diluted (5) 163.5 162.3 164.8 Exclude dilutive shares related to convertible note transaction — — (0.7 ) Non-GAAP weighted average common shares - diluted 163.5 162.3 164.1 (1) Restructuring and other consists of: Quarter Ended June 30, March 31, July 2, 2024 2024 2023 Employee severance $ 2.0 $ 2.0 $ 5.1 Divestiture related expenses — 2.2 — Other — 0.2 1.2 $ 2.0 $ 4.4 $ 6.4 -------------------------------------------------------------------------------- Page 9 (2) For the quarter ended March 31, 2024, selling and administrative expenses included an equity charge of $1.7 million for the modification of Teradyne executives' retirement agreements. (3) On May 27, 2024, Teradyne sold DIS, a component of the Semiconductor Test segment, to Technoprobe, for $85.0 million, net of cash and cash equivalents sold and a working capital adjustment. (4) For the quarters ended June 30, 2024, and July 2, 2023, adjustments to exclude actuarial gains and losses, respectively, recognized under GAAP in accordance with Teradyne’s mark-to-market pension accounting. (5) For the quarters ended June 30, 2024, March 31, 2024, and July 2, 2023, non-GAAP weighted average diluted common shares included 4.9 million, 8.9 million and 8.9 million shares, respectively, from the convertible note hedge transaction. -------------------------------------------------------------------------------- Page 10 Six Months Ended June 30, % of Net July 2, % of Net 2024 Revenues 2023 Revenues Net Revenues $ 1,329.7 $ 1,302.0 Gross profit GAAP and non-GAAP 765.1 57.5 % 758.9 58.3 % Income from operations - GAAP 288.1 21.7 % 232.8 17.9 % Acquired intangible assets amortization 9.4 0.7 % 9.6 0.7 % Restructuring and other (1) 6.4 0.5 % 8.4 0.6 % Equity modification charge (2) 1.7 0.1 % 5.9 0.5 % Loss (gain) on sale of business (3) (57.5 ) -4.3 % — — Income from operations - non-GAAP $ 248.1 18.7 % $ 256.7 19.7 % Net Income Net Income per Common Share per Common Share June 30, % of Net July 2, % of Net 2024 Revenues Basic Diluted 2023 Revenues Basic Diluted Net income - GAAP $ 250.5 18.8 % $ 1.61 $ 1.54 $ 203.6 15.6 % $ 1.31 $ 1.23 Loss (gain) on foreign exchange option 9.8 0.7 % 0.06 0.06 — — — — Acquired intangible assets amortization 9.4 0.7 % 0.06 0.06 9.6 0.7 % 0.06 0.06 Restructuring and other (1) 6.4 0.5 % 0.04 0.04 8.4 0.6 % 0.05 0.05 Equity modification charge (2) 1.7 0.1 % 0.01 0.01 5.9 0.5 % 0.04 0.04 Pension mark-to-market adjustment (4) (0.3 ) 0.0 % (0.00 ) (0.00 ) 0.1 0.0 % 0.00 0.00 Loss (gain) on sale of business (3) (57.5 ) -4.3 % (0.37 ) (0.35 ) — — — — Exclude discrete tax adjustments 8.2 0.6 % 0.05 0.05 (1.9 ) -0.1 % (0.01 ) (0.01 ) Non-GAAP tax adjustments (5.7 ) -0.4 % (0.04 ) (0.03 ) (5.3 ) -0.4 % (0.03 ) (0.03 ) Net income - non-GAAP $ 222.6 16.7 % $ 1.43 $ 1.37 $ 220.4 16.9 % $ 1.42 $ 1.34 GAAP and non-GAAP weighted average common shares - basic 155.4 155.3 GAAP weighted average common shares - diluted (5) 162.9 165.5 Exclude dilutive shares from convertible note — (0.8 ) Non-GAAP weighted average common shares - diluted 162.9 164.7 (1) Restructuring and other consists of: Six Months Ended June 30, July 2, 2024 2023 Employee severance $ 4.0 $ 7.2 Divestiture related expenses 2.2 — Other 0.2 1.2 $ 6.4 $ 8.4 (2) For the six months ended June 30, 2024, selling and administrative expenses included an equity charge of $1.7 million for the modification of Teradyne’s executives' retirement agreements. For the six months ended April 2, 2023, selling and administrative expenses included an equity charge of $5.9 million for the modification of Teradyne’s retired CEO’s outstanding equity awards in connection with his February 1, 2023, retirement. (3) On May 27, 2024, Teradyne sold DIS, a component of the Semiconductor Test segment, to Technoprobe, for $85.0 million, net of cash and cash equivalents sold and a working capital adjustment. (4) For the six months ended June 30, 2024, and July 2, 2023, adjustments to exclude actuarial gains and losses, respectively, recognized under GAAP in accordance with Teradyne’s mark-to-market pension accounting. -------------------------------------------------------------------------------- Page 11 (5) For the six months ended June 30, 2024 and July 2, 2023, non-GAAP weighted average diluted common shares included 6.9 million and 8.9 million shares, respectively, from the convertible note hedge transaction. -------------------------------------------------------------------------------- Page 12 GAAP to Non-GAAP Reconciliation of Third Quarter 2024 guidance: GAAP and non-GAAP third quarter revenue guidance: $680 million to $740 million GAAP net income per diluted share $ 0.62 $ 0.82 Exclude acquired intangible assets amortization 0.03 0.03 Exclude equity method investment amortization 0.02 0.02 Non-GAAP tax adjustments (0.01 ) (0.01 ) Non-GAAP net income per diluted share $ 0.66 $ 0.86 For press releases and other information of interest to investors, please visit Teradyne’s homepage at http://www.teradyne.com. Contact: Teradyne, Inc. Traci Tsuchiguchi 978-370-2444 Vice President of Corporate Relations --------------------------------------------------------------------------------