10-Q: Quarterly report [Sections 13 or 15(d)]
Published on May 1, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________ to ________
Commission File No.
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
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(Address of Principal Executive Offices) |
(Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
per share |
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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 the filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required 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)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one):
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Accelerated filer |
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Non-accelerated filer |
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Emerging growth company |
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Smaller reporting company |
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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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of shares outstanding of the registrant’s only class of Common Stock as of April 27, 2026, was
TERADYNE, INC.
INDEX
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Page No. |
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Item 1. |
1 |
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Condensed Consolidated Balance Sheets as of March 29, 2026, and December 31, 2025 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
36 |
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Item 4. |
36 |
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Item 1. |
38 |
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Item 1A. |
38 |
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Item 2. |
39 |
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Item 4. |
39 |
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Item 5. |
40 |
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Item 6. |
42 |
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PART I
Item 1: Financial Statements
TERADYNE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
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March 29, |
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December 31, |
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(in thousands, |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Marketable securities |
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Accounts receivable, less allowance for credit losses of $ |
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Inventories, net |
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Prepayments |
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Other current assets |
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Total current assets |
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Property, plant and equipment, net |
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Operating lease right-of-use assets, net |
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Marketable securities |
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Deferred tax assets |
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Retirement plans assets |
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Equity method investment |
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Other assets |
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Acquired intangible assets, net |
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Goodwill |
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Total assets |
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$ |
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$ |
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LIABILITIES |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued employees’ compensation and withholdings |
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Deferred revenue and customer advances |
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Other accrued liabilities |
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Operating lease liabilities |
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Short-term debt |
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Income taxes payable |
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Total current liabilities |
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Retirement plans liabilities |
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Long-term deferred revenue and customer advances |
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Deferred tax liabilities |
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Long-term other accrued liabilities |
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Long-term operating lease liabilities |
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Total liabilities |
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SHAREHOLDERS’ EQUITY |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated other comprehensive loss (gain) |
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Retained earnings |
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Total shareholders’ equity |
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Total liabilities and shareholders’ equity |
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$ |
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$ |
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The accompanying notes, together with the Notes to Consolidated Financial Statements included in Teradyne’s Annual Report on Form 10-K for the year ended December 31, 2025, are an integral part of the condensed consolidated financial statements.
1
TERADYNE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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For the Three Months |
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March 29, |
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March 30, |
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(in thousands, except per share amount) |
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Revenues: |
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Products |
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$ |
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$ |
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Services |
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Total revenues |
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Cost of revenues: |
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Cost of products |
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Cost of services |
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Total cost of revenues (exclusive of acquired intangible |
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Gross profit |
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Operating expenses: |
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Selling and administrative |
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Engineering and development |
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Acquired intangible assets amortization |
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Restructuring and other |
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Total operating expenses |
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Income from operations |
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Non-operating (income) expense: |
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Interest income |
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Interest expense |
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Other (income) expense, net |
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Income before income taxes and equity in net earnings of affiliate |
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Income tax provision |
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Income before equity in net earnings of affiliate |
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Equity in net earnings of affiliate |
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Net income |
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$ |
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$ |
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Net income per common share: |
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Basic |
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$ |
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$ |
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Diluted |
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$ |
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Weighted average common shares—basic |
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Weighted average common shares—diluted |
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The accompanying notes, together with the Notes to Consolidated Financial Statements included in Teradyne’s Annual Report on Form 10-K for the year ended December 31, 2025, are an integral part of the condensed consolidated financial statements.
2
TERADYNE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
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For the Three Months |
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March 29, |
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March 30, |
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(in thousands) |
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Net income |
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$ |
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$ |
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Other comprehensive income (loss), net of tax: |
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Foreign currency translation adjustment, net of tax of $ |
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Available-for-sale marketable securities: |
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Unrealized (losses) gains on marketable securities arising during period, net of tax of $( |
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Less: Reclassification adjustment for (gains) losses included in net income, net of tax of $( |
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Cash flow hedges: |
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Unrealized (losses) gains arising during period, net of tax of $ |
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Less: Reclassification adjustment for losses (gains) included in net income, net of tax of $ |
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Defined benefit post-retirement plan: |
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Amortization of prior service credit, net of tax of $ |
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Other comprehensive income (loss) |
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( |
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Comprehensive income |
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$ |
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$ |
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The accompanying notes, together with the Notes to Consolidated Financial Statements included in Teradyne’s Annual Report on Form 10-K for the year ended December 31, 2025, are an integral part of the condensed consolidated financial statements.
3
TERADYNE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
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Shareholders’ Equity |
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Common |
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Common |
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Additional |
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Accumulated |
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Retained |
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Total |
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(in thousands) |
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For the Three Months Ended March 29, 2026 |
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Balance, December 31, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net issuance of common stock under stock-based plans |
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Stock-based compensation expense |
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Repurchase of common stock |
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Cash dividends ($ |
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Net income |
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Other comprehensive income (loss) |
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Balance, March 29, 2026 |
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$ |
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$ |
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$ |
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$ |
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$ |
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For the Three Months Ended March 30, 2025 |
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Balance, December 31, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net issuance of common stock under stock-based plans |
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Stock-based compensation expense |
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Repurchase of common stock |
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Cash dividends ($ |
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( |
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Net income |
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Other comprehensive income (loss) |
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Balance, March 30, 2025 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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The accompanying notes, together with the Notes to Consolidated Financial Statements included in Teradyne’s Annual Report on Form 10-K for the year ended December 31, 2025, are an integral part of the condensed consolidated financial statements.
4
TERADYNE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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For the Three Months |
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March 29, |
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March 30, |
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(in thousands) |
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Cash flows from operating activities: |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income from operations to net cash provided by operating activities: |
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Depreciation |
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Stock-based compensation |
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Equity in net earnings of affiliate |
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Losses (gains) on investments |
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Provision for excess and obsolete inventory |
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Amortization |
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Deferred taxes |
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Other |
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Changes in operating assets and liabilities, net of businesses acquired: |
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Accounts receivable |
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Inventories |
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Prepayments and other assets |
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Accounts payable and other liabilities |
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Deferred revenue and customer advances |
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Retirement plans contributions |
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Income taxes |
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Net cash provided by operating activities |
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Cash flows from investing activities: |
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Purchases of property, plant and equipment |
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Acquisition of businesses, net of cash acquired |
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Purchase of investment in a business |
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Purchases of marketable securities |
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Proceeds from maturities of marketable securities |
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Proceeds from sales of marketable securities |
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Net cash used for investing activities |
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Cash flows from financing activities: |
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Proceeds from borrowings on revolving credit facility |
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Repayments of borrowings on revolving credit facility |
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( |
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Dividend payments |
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( |
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( |
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Repurchase of common stock |
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( |
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( |
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Payments related to net settlement of employee stock compensation awards |
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( |
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( |
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Issuance of common stock under stock purchase and stock option plans |
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Net cash used for financing activities |
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( |
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Effects of exchange rate changes on cash and cash equivalents |
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Decrease in cash and cash equivalents |
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( |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
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$ |
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$ |
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Non-cash investing activities: |
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Capital expenditures incurred but not yet paid: |
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$ |
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$ |
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The accompanying notes, together with the Notes to Consolidated Financial Statements included in Teradyne’s Annual Report on Form 10-K for the year ended December 31, 2025, are an integral part of the condensed consolidated financial statements.
5
TERADYNE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
A. THE COMPANY
Teradyne, Inc. (“Teradyne”) is a leading global provider of automated test equipment and robotics solutions. Teradyne’s automated test systems are used to test semiconductors, wireless products, data storage, silicon photonics, and complex electronics systems in many industries including consumer electronics, wireless, automotive, industrial, computing, communications, and aerospace and defense industries. Teradyne’s robotics product offerings consist primarily of collaborative robotic arms and autonomous mobile robots used by global manufacturing, logistics and industrial customers to improve quality and increase manufacturing and material handling efficiency while reducing costs. Teradyne’s automated test equipment and robotics products and services include:
B. ACCOUNTING POLICIES
Basis of Presentation
The condensed consolidated interim financial statements include the accounts of Teradyne and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. These condensed consolidated interim financial statements are unaudited and reflect all normal recurring adjustments that are, in the opinion of management, necessary for the fair statement of such condensed consolidated interim financial statements. The December 31, 2025, condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by United States of America generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. The accompanying financial information should be read in conjunction with the consolidated financial statements and notes thereto contained in Teradyne’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 19, 2026, for the year ended December 31, 2025.
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, 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, which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. 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 Quarterly Report on Form 10-Q. 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.
C. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03-“Income Statement - Reporting Comprehensive Income -Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which requires disclosure of additional expense information on an annual and interim basis, including the amounts of inventory purchases, employee compensation, depreciation, and intangible asset amortization included within each income statement expense caption. This standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. Teradyne is currently evaluating the impact of this new standard.
In July 2025, the FASB issued ASU 2025-05 - “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”, which introduces a practical expedient related to the estimation of expected
6
D. ACQUISITIONS
Quantifi Photonics
On
The total purchase price was allocated as follows:
|
|
Purchase Price Allocation |
|
|
|
|
(in thousands) |
|
|
Goodwill |
|
$ |
|
|
Intangible Assets |
|
|
|
|
Tangible assets acquired and liabilities assumed: |
|
|
|
|
Current assets |
|
|
|
|
Long-term deferred tax assets |
|
|
|
|
Other non-current assets |
|
|
|
|
Accounts payable and current liabilities |
|
|
( |
) |
Long-term deferred tax liabilities |
|
|
( |
) |
Other long-term liabilities |
|
|
( |
) |
Total purchase price |
|
$ |
|
|
Teradyne estimated the fair value of intangible assets using the income and cost approaches. The fair value of Developed technology was estimated using the Multi-Period Excess Earnings Method. Acquired intangible assets are amortized on a straight-line basis over their estimated useful lives.
|
|
Fair Value |
|
|
Estimated Useful Life |
|
||
|
|
(in thousands) |
|
|
(in years) |
|
||
Developed technology |
|
$ |
|
|
|
|
||
Trademarks and tradenames |
|
|
|
|
|
|
||
Customer relationships |
|
|
|
|
|
|
||
Total Intangible Assets |
|
$ |
|
|
|
|
||
Teradyne has not separately disclosed Quantifi's standalone contribution to total company revenue or income from operations before income taxes or pro forma financial information because the impact of the acquisition on the condensed consolidated financial statements is not material.
Automated Test Equipment Technology
On
7
intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions. The acquisition was not material to Teradyne’s condensed consolidated financial statements.
8
E. 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 |
|
|
Product Test |
|
|
Total |
|
||||||||||||
|
|
System |
|
|
Memory |
|
|
IST |
|
|
|
|
|
|
|
|
|
|
||||||
|
(in thousands) |
|
||||||||||||||||||||||
For the Three Months Ended March 29, 2026 |
|
|||||||||||||||||||||||
Timing of Revenue Recognition |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Point in Time |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Over Time |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Geographical Market |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Asia Pacific |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Americas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Europe, Middle East and Africa |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
For the Three Months Ended March 30, 2025 |
|
|||||||||||||||||||||||
Timing of Revenue Recognition |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Point in Time |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Over Time |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Geographical Market |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Asia Pacific |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Americas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Europe, Middle East and Africa |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Contract Balances
During the three months ended March 29, 2026, and March 30, 2025, Teradyne recognized $
Deferred revenue and customer advances consist of the following and are included in short and long-term deferred revenue and customer advances on the balance sheet:
|
|
March 29, |
|
|
December 31, |
|
||
|
|
(in thousands) |
|
|||||
Maintenance, service and training |
|
$ |
|
|
$ |
|
||
Customer advances, undelivered elements and other |
|
|
|
|
|
|
||
Extended warranty |
|
|
|
|
|
|
||
Total deferred revenue and customer advances |
|
$ |
|
|
$ |
|
||
F. EQUITY METHOD INVESTMENT
On May 27, 2024, Teradyne paid
The carrying value of this equity method investment as of March 29, 2026 and December 31, 2025, was $
9
recorded a $
Based on the quoted closing price of Technoprobe stock as of March 29, 2026 and March 30, 2025, the fair value of the publicly traded investment was $
Teradyne’s equity method basis difference was calculated as the difference between the investment and the amount of underlying equity in net assets acquired. The basis differences, net of tax, will be amortized over the estimated useful lives.
Teradyne made an accounting policy election to report its share of Technoprobe’s results on a 3-month lag, which is applied consistently from period to period. Teradyne records its share of Technoprobe’s net income or loss and the amortization of equity method basis difference, as ‘Equity in net earnings of affiliate’ in the condensed consolidated statements of operations. Teradyne includes its share of Technoprobe’s other comprehensive income and a cumulative translation adjustment in the condensed consolidated statements of comprehensive income.
G. INVENTORIES
Inventories, net consisted of the following at March 29, 2026, and December 31, 2025:
|
|
March 29, |
|
|
December 31, |
|
||
|
|
(in thousands) |
|
|||||
Raw material |
|
$ |
|
|
$ |
|
||
Work-in-process |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Total inventories, net |
|
$ |
|
|
$ |
|
||
Inventory reserves at March 29, 2026, and December 31, 2025, were $
H. FINANCIAL INSTRUMENTS
Cash Equivalents
Teradyne considers all highly liquid investments with original maturities of three months or less at the date of acquisition to be cash equivalents.
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. The vast majority of Level 2 securities are fixed income securities priced by second 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 three months ended March 29, 2026, and March 30, 2025, there were no transfers in or out of Level 1, Level 2, or Level 3 financial instruments.
10
|
|
For the Three Months |
|
|||||
|
|
March 29, |
|
|
March 30, |
|
||
|
|
(in millions) |
|
|||||
Realized gains and losses included in ‘Other (income) expense, net’ in the condensed consolidated statement of operations |
|
|
|
|
|
|
||
Realized gains |
|
$ |
|
|
$ |
|
||
Realized losses |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Unrealized gains and losses on equity securities included in ‘Other (income) expense, net’ in the condensed consolidated statement of operations |
|
|
|
|
|
|
||
Unrealized gains on equity securities |
|
$ |
|
|
$ |
|
||
Unrealized losses on equity securities |
|
|
|
|
|
|
||
Unrealized gains and losses on available-for-sale debt securities are included in ‘Accumulated other comprehensive income (loss)’ in the condensed consolidated balance sheet.
The cost of securities sold is based on average cost.
11
The following tables set forth by fair value hierarchy Teradyne’s financial assets and liabilities that were measured at fair value on a recurring basis as of March 29, 2026, and December 31, 2025.
|
|
March 29, 2026 |
|
|||||||||||||
|
|
Quoted Prices |
|
|
Significant |
|
|
Significant |
|
|
Total |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Available-for-sale securities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate debt securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt mutual funds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-U.S. government securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Certificates of deposit and time deposits |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity securities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual funds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Derivative assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Reported as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
Total |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Long-term marketable securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Marketable securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prepayments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other current liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
12
|
|
December 31, 2025 |
|
|||||||||||||
|
|
Quoted Prices |
|
|
Significant |
|
|
Significant |
|
|
Total |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Available-for-sale securities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate debt securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Certificates of deposit and time deposits |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt mutual funds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-U.S. government securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity securities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual Funds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Derivative assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Reported as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
Total |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Long-term marketable securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Marketable securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prepayments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other current liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The carrying amounts and fair values of Teradyne’s financial instruments at March 29, 2026, and December 31, 2025, were as follows:
|
|
March 29, 2026 |
|
|
December 31, 2025 |
|
||||||||||
|
|
Carrying Value |
|
|
Fair Value |
|
|
Carrying Value |
|
|
Fair Value |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Marketable securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
The fair values of accounts receivable, net and accounts payable approximate the carrying value due to the short-term nature of these instruments.
13
The following table summarizes the composition of available-for-sale marketable securities at March 29, 2026:
|
|
March 29, 2026 |
|
|||||||||||||||||
|
|
Available-for-Sale |
|
|||||||||||||||||
|
|
Cost |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
Fair Market |
|
|||||
|
|
(in thousands) |
|
|||||||||||||||||
Corporate debt securities |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
U.S. Treasury securities |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Debt mutual funds |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Non-U.S. government securities |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Certificates of deposit and time deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
Reported as follows:
|
|
Cost |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
Fair Market |
|
|||||
|
|
(in thousands) |
|
|||||||||||||||||
Marketable securities |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
Long-term marketable securities |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
The following table summarizes the composition of available-for-sale marketable securities at December 31, 2025:
|
|
December 31, 2025 |
|
|||||||||||||||||
|
|
Available-for-Sale |
|
|||||||||||||||||
|
|
Cost |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
Fair Market |
|
|||||
|
|
(in thousands) |
|
|||||||||||||||||
U.S. Treasury securities |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
Corporate debt securities |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Debt mutual funds |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Certificates of deposit and time deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Non-U.S. government securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
Reported as follows:
|
|
Cost |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
Fair Market |
|
|||||
|
|
(in thousands) |
|
|||||||||||||||||
Marketable securities |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
Long-term marketable securities |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
As of March 29, 2026, the fair market value of investments with unrealized losses less than one year and greater than one year totaled $
14
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 March 29, 2026, and December 31, 2025, were not other than temporary.
The contractual maturities of investments in available-for-sale securities held at March 29, 2026, were as follows:
|
|
March 29, 2026 |
|
|||||
|
|
Cost |
|
|
Fair Market |
|
||
|
|
(in thousands) |
|
|||||
Due within one year |
|
$ |
|
|
$ |
|
||
Due after 1 year through 5 years |
|
|
|
|
|
|
||
Due after 5 years through 10 years |
|
|
|
|
|
|
||
Due after 10 years |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
Contractual maturities of investments in available-for-sale securities held at March 29, 2026, exclude debt mutual funds with a fair market value of $
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.
15
At March 29, 2026, and December 31, 2025, 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 |
|
|||||
|
|
March 29, |
|
|
December 31, |
|
||
|
|
(in millions) |
|
|||||
Currency Hedged (Buy/Sell) |
|
|
|
|
|
|
||
U.S. dollar/Taiwan dollar |
|
$ |
|
|
$ |
|
||
U.S. dollar/Japanese yen |
|
|
|
|
|
|
||
U.S. dollar/Euro |
|
|
|
|
|
|
||
U.S. dollar/Korean won |
|
|
|
|
|
|
||
U.S. dollar/British pound sterling |
|
|
|
|
|
|
||
Singapore dollar/U.S. dollar |
|
|
|
|
|
|
||
Danish krone/U.S. dollar |
|
|
|
|
|
|
||
Danish krone/Chinese yuan |
|
|
|
|
|
|
||
Philippine peso/U.S. dollar |
|
|
|
|
|
|
||
Chinese yuan/U.S. dollar |
|
|
|
|
|
|
||
Euro/U.S. dollar |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
The change in the fair value of the outstanding contracts resulted in a net loss of $
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’ in the condensed consolidated statement of operations.
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.
The following table summarizes the fair value of derivative instruments as of March 29, 2026, and December 31, 2025:
|
|
Balance Sheet Location |
|
March 29, |
|
|
December 31, |
|
||
|
|
|
|
(in thousands) |
|
|||||
Derivatives not designated as hedging instruments: |
|
|||||||||
Foreign exchange forward contracts |
|
Other current assets |
|
|
|
|
|
|
||
Foreign exchange forward contracts |
|
Other current liabilities |
|
|
( |
) |
|
|
( |
) |
Total derivatives |
|
|
|
$ |
( |
) |
|
$ |
|
|
The following table summarizes the effect of derivative instruments recognized in the statement of operations for the three months ended March 29, 2026, and March 30, 2025:
|
|
|
|
For the Three Months |
|
|||||
|
|
Location of (Gains) Losses |
|
March 29, |
|
|
March 30, |
|
||
|
|
|
|
(in thousands) |
|
|||||
Derivatives not designated as hedging instruments: |
|
|||||||||
Foreign exchange forward contracts (1) |
|
Other (income) expense, net |
|
$ |
|
|
$ |
( |
) |
|
Derivatives designated as hedging instruments: |
|
|||||||||
Foreign exchange forward and option contracts |
|
Revenue |
|
|
|
|
|
( |
) |
|
Total Derivatives |
|
|
|
$ |
|
|
$ |
( |
) |
|
16
See Note I: “Debt” regarding derivatives related to the convertible senior notes.
I. DEBT
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
As of March 29, 2026, Teradyne did
J. PREPAYMENTS
Prepayments consist of the following:
|
|
March 29, |
|
|
December 31, |
|
||
|
|
(in thousands) |
|
|||||
Contract manufacturer and supplier prepayments |
|
$ |
|
|
$ |
|
||
Prepaid maintenance and other services |
|
|
|
|
|
|
||
Prepaid taxes |
|
|
|
|
|
|
||
Other prepayments |
|
|
|
|
|
|
||
Total prepayments |
|
$ |
|
|
$ |
|
||
17
K. 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.
|
|
For the Three Months |
|
|||||
|
|
March 29, |
|
|
March 30, |
|
||
|
|
(in thousands) |
|
|||||
Balance at beginning of period |
|
$ |
|
|
$ |
|
||
Accruals for warranties issued during the period |
|
|
|
|
|
|
||
Accruals related to pre-existing warranties |
|
|
( |
) |
|
|
( |
) |
Settlements made during the period |
|
|
( |
) |
|
|
( |
) |
Balance at end of period |
|
$ |
|
|
$ |
|
||
When Teradyne receives payment 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.
|
|
For the Three Months |
|
|||||
|
|
March 29, |
|
|
March 30, |
|
||
|
|
(in thousands) |
|
|||||
Balance at beginning of period |
|
$ |
|
|
$ |
|
||
Deferral of new extended warranty revenue |
|
|
|
|
|
|
||
Recognition of extended warranty deferred revenue |
|
|
( |
) |
|
|
( |
) |
Balance at end of period |
|
$ |
|
|
$ |
|
||
L. STOCK-BASED COMPENSATION
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
Performance-based restricted stock units (“PRSUs”) granted to Teradyne’s executive officers may have a performance metric based on relative total shareholder return (“TSR”). For PRSUs granted beginning in 2026, Teradyne’s three‑year TSR performance will be measured against all other companies within the S&P 500. PRSUs granted prior to 2026, including those that remain outstanding and unvested, will continue to be measured against the New York Stock Exchange (“NYSE”) Composite Index for their full three‑year performance periods. The final number of TSR PRSUs that vest will vary based upon the level of performance achieved from
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
18
and charges such as ERP implementation related costs and equity modification charges. The final number of PBIT PRSUs that vest will vary based upon the level of performance achieved from
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 60 and at least
During the three months ended March 29, 2026, and March 30, 2025, Teradyne granted
During the three months ended March 29, 2026, and March 30, 2025, Teradyne granted
During the three months ended March 29, 2026, and March 30, 2025, Teradyne granted
|
|
For the Three Months |
|
|||||
|
|
March 29, |
|
|
March 30, |
|
||
Risk-free interest rate |
|
|
% |
|
|
% |
||
Teradyne volatility-historical |
|
|
% |
|
|
% |
||
S&P 500 Constituents volatility-historical |
|
|
% |
|
|
|
||
NYSE Composite Index volatility-historical |
|
|
|
|
|
% |
||
Dividend yield |
|
|
% |
|
|
% |
||
Expected volatility was based on the historical volatility of Teradyne’s stock and the companies within the S&P 500 for shares granted in 2026 and the NYSE Composite Index for shares granted prior to 2026 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 the applicable grant. Dividend yield was based upon an estimated annual dividend amount of $
During the three months ended March 29, 2026, and March 30, 2025, Teradyne granted
19
The fair value of stock options was estimated using the Black-Scholes option-pricing model with the following assumptions:
|
|
For the Three Months |
|
|||||
|
|
March 29, |
|
|
March 30, |
|
||
Expected life (years) |
|
|
|
|
|
|
||
Risk-free interest rate |
|
|
% |
|
|
% |
||
Volatility-historical |
|
|
% |
|
|
% |
||
Dividend yield |
|
|
% |
|
|
% |
||
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 $
M. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Changes in accumulated other comprehensive income (loss), which are presented net of tax, consist of the following:
|
|
Foreign |
|
|
Unrealized |
|
|
Unrealized (Losses) Gains on Cash Flow Hedges |
|
|
Retirement |
|
|
Total |
|
|||||
|
|
(in thousands) |
|
|||||||||||||||||
Three Months Ended March 29, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at December 31, 2025, net of tax of $ |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other comprehensive (loss) gain before reclassifications, |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Amounts reclassified from accumulated other comprehensive |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Net current period other comprehensive loss, net of tax |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Balance at March 29, 2026, net of tax of $ |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Three Months Ended March 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at December 31, 2024, net of tax of $ |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Other comprehensive (loss) gain before reclassifications, |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Amounts reclassified from accumulated other comprehensive |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
||
Net current period other comprehensive loss, net of tax |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|||
Balance at March 30, 2025, net of tax of $ |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
20
Reclassifications out of accumulated other comprehensive income (loss) to the statement of operations for the three months ended March 29, 2026, and March 30, 2025, were as follows:
Details about Accumulated Other Comprehensive Income (Loss) Components |
|
For the Three Months |
|
|
Affected Line Item |
|||||
|
|
March 29, |
|
|
March 30, |
|
|
|
||
|
|
(in thousands) |
|
|
|
|||||
Available-for-sale marketable securities: |
|
|
|
|
|
|
|
|
||
Unrealized (losses) gains, net of tax of $ |
|
$ |
|
|
$ |
( |
) |
|
Other (income) expense, net |
|
Cash flow hedges: |
|
|
|
|
|
|
|
|
||
Unrealized (losses) gains, net of tax of $ |
|
|
|
|
|
|
|
Revenue |
||
Defined benefit pension and postretirement plans: |
|
|
|
|
|
|
|
|
||
Amortization of prior service credit, net of tax of $ |
|
|
|
|
|
|
|
(a) |
||
Total reclassifications, net of tax of $ |
|
$ |
|
|
$ |
|
|
Net income |
||
N. GOODWILL AND ACQUIRED INTANGIBLE ASSETS
Goodwill
Goodwill is considered impaired when the carrying value of a reporting unit exceeds its estimated fair value. Teradyne performs its annual goodwill impairment test as required under the provisions of Accounting Standards Codification (“ASC”) 350-10, “Intangibles—Goodwill and Other” on December 31 of each fiscal year unless there are negative qualitative factors relating to macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, and other relevant events and changes during an interim period. The presence of such factors could, under certain circumstances, be a triggering event that causes us to perform a goodwill impairment test. The Company did not identify a triggering event and
The changes in the carrying amount of goodwill by reportable segments for the three months ended March 29, 2026, were as follows:
|
|
Robotics |
|
|
Semiconductor |
|
|
Product |
|
|
Total |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Balance at December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Goodwill |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Accumulated impairment losses |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Total Goodwill |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustment |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Balance at March 29, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Goodwill |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Accumulated impairment losses |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Total Goodwill |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
21
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. For the three months ended March 29, 2026, the Company did
Amortizable intangible assets consist of the following and are included in intangible assets, net on the balance sheet:
|
|
Gross |
|
|
Accumulated |
|
|
Foreign |
|
|
Net |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Balance at March 29, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Developed technology |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||
Customer relationships |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Tradenames and trademarks |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
||
Total intangible assets |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||
Balance at December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Developed technology |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||
Customer relationships |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Tradenames and trademarks |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
||
Total intangible assets |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||
Aggregate intangible asset amortization expense was $
Estimated intangible asset amortization expense for each of the five succeeding fiscal years and thereafter is as follows:
Year |
|
Amortization |
|
|
|
|
(in thousands) |
|
|
2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
22
O. NET INCOME PER COMMON SHARE
The following table sets forth the computation of basic and diluted net income per common share:
|
|
For the Three Months |
|
|||||
|
|
March 29, |
|
|
March 30, |
|
||
|
|
(in thousands, except per share amounts) |
|
|||||
Net income for basic and diluted net income per share |
|
$ |
|
|
$ |
|
||
Weighted average common shares-basic |
|
|
|
|
|
|
||
Effect of dilutive potential common shares: |
|
|
|
|
|
|
||
Restricted stock units |
|
|
|
|
|
|
||
Stock options |
|
|
|
|
|
|
||
Employee stock purchase plan |
|
|
|
|
|
|
||
Dilutive potential common shares |
|
|
|
|
|
|
||
Weighted average common shares-diluted |
|
|
|
|
|
|
||
Net income per common share-basic |
|
$ |
|
|
$ |
|
||
Net income per common share-diluted |
|
$ |
|
|
$ |
|
||
The computation of diluted net income per common share for the three months ended March 29, 2026, and March 30, 2025, excludes the effect of the potential vesting of less than
P
During the three months ended March 29, 2026, Teradyne recorded $
During the three months ended March 30, 2025, Teradyne consolidated its Robotics go-to-market and other central functions to better serve its customers. As a result, Teradyne recorded $
Q. RETIREMENT PLANS
ASC 715, “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 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 these plans in accordance with local laws and to the extent that such contributions are tax deductible. The assets of the U.S. qualified pension plan 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 the three months ended March 29, 2026, and March 30, 2025, Teradyne contributed $
23
For the three months ended March 29, 2026, and March 30, 2025, Teradyne’s net periodic pension cost was comprised of the following:
|
|
For the Three Months Ended |
|
|||||||||||||
|
|
March 29, 2026 |
|
|
March 30, 2025 |
|
||||||||||
|
|
United |
|
|
Foreign |
|
|
United |
|
|
Foreign |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Service cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expected return on plan assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total net periodic pension cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Postretirement Benefit Plan
In addition to receiving pension benefits, Teradyne employees in the United States 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 three months ended March 30, 2025, Teradyne recorded special termination benefit charges associated with a voluntary early retirement program.
For the three months ended March 29, 2026, and March 30, 2025, Teradyne’s net periodic postretirement benefit cost was comprised of the following:
|
|
For the Three Months |
|
|||||
|
|
March 29, |
|
|
March 30, |
|
||
|
|
(in thousands) |
|
|||||
Service cost |
|
$ |
|
|
$ |
|
||
Interest cost |
|
|
|
|
|
|
||
Amortization of prior service credit |
|
|
( |
) |
|
|
( |
) |
Special termination benefits |
|
|
|
|
|
|
||
Total net periodic postretirement benefit cost |
|
$ |
|
|
$ |
|
||
R. COMMITMENTS AND CONTINGENCIES
Purchase Commitments
As of March 29, 2026, Teradyne had entered into purchase commitments for certain components and materials. The purchase commitments covered by the agreements aggregate to approximately $
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 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.
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
24
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 and recognized on a straight-line basis over the contract period. Related costs are expensed as incurred. As of March 29, 2026, and December 31, 2025, Teradyne had a product warranty accrual of $
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 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.
S. INCOME TAXES
The effective tax rate for the three months ended March 29, 2026, and March 30, 2025, was
On a quarterly basis, Teradyne evaluates the realizability of the deferred tax assets by jurisdiction and assesses the need for a valuation allowance. As of March 29, 2026, Teradyne believes that it will ultimately realize the deferred tax assets recorded on the condensed consolidated balance sheet. However, should Teradyne believe that it is more-likely-than-not that the deferred tax assets would not be realized, the tax provision would increase in the period in which Teradyne determined that the realizability was not likely. Teradyne considers the probability of future taxable income and historical profitability, among other factors, in assessing the realizability of the deferred tax assets.
As of both March 29, 2026, and December 31, 2025, Teradyne had $
Teradyne recognizes interest and penalties related to income tax matters in income tax expense. As of March 29, 2026, and December 31, 2025, $
25
Expense of less than $
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 three months ended March 29, 2026 and March 30, 2025 were $
On January 5, 2026, the Organisation for Economic Co-operation and Development (OECD/G20) Inclusive Framework released a ‘side-by-side’ arrangement that provides a safe harbor for U.S.-headquartered multinationals. The arrangement effectively recognizes the U.S. tax system as complying with the Pillar Two GloBE rules for fiscal years beginning on or after January 1, 2026. Under this arrangement, the Company expects its U.S.-parented group and foreign subsidiaries to be exempt from the Income Inclusion Rule (IIR) and the Undertaxed Profits Rule (UTPR) in foreign jurisdictions that adopt this safe harbor. As a result, we do not expect to have a material impact from top-up taxes under the IIR and UTPR. Teradyne continues to monitor the implementation of Qualified Domestic Minimum Top-up Taxes (QDMTTs) in foreign jurisdictions, which remain unaffected by the side-by-side arrangement.
On July 4, 2025, the One Big Beautiful Bill Act (OBBBA, P.L. 119-21) was enacted, introducing significant changes to U.S. federal income tax law. Key provisions include a permanent extension of 100% bonus depreciation, immediate expensing of research and experimental expenditures, and modifications to the business interest expense deduction. The OBBBA also reduces deduction rates related to foreign income and export sales income. The OBBBA is not expected to have a material impact on Teradyne’s consolidated financial statements for the year ended December 31, 2026.
T. SEGMENT INFORMATION
Teradyne has
The Semiconductor Test segment includes operations related to the design, manufacturing and marketing of semiconductor test products and services inclusive of storage and system level test products. The Robotics segment includes operations related to the design, manufacturing and marketing of collaborative robotic arms and autonomous mobile robots. The Product Test segment includes operations related to the design, manufacturing and marketing of products and services for defense/aerospace test, circuit-board test, wireless test systems, and silicon photonics testing. Each reportable segment has a segment manager who is accountable to and maintains regular contact with Teradyne’s CODM to discuss operating activities, financial results, forecasts, and plans for the segment.
26
Segment information for the three months ended March 29, 2026, and March 30, 2025, is as follows:
|
Semiconductor |
|
|
Robotics |
|
|
Product Test |
|
|
Total Reportable Segments |
|
|
Corporate |
|
|
Consolidated |
|
||||||
|
(in thousands) |
|
|||||||||||||||||||||
Three months ended March 29, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenues |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Engineering and development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Selling and marketing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
||||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other segment items (1)(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income (loss) before taxes (2) |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Total assets (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Property additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Three months ended March 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenues |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Engineering and development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Selling and marketing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other segment items (1)(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income (loss) before taxes (2) |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Total assets (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Property additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
U. SHAREHOLDERS’ EQUITY
Stock Repurchase Program
In January 2023, Teradyne’s Board of Directors cancelled its January 2021 repurchase program and approved a new repurchase program for up to $
During the three months ended March 29, 2026, Teradyne repurchased less than
During the three months ended March 30, 2025, Teradyne repurchased
The total cost of shares acquired includes commissions and related excise tax and is recorded as a reduction to retained earnings.
Dividends
Holders of Teradyne’s common stock are entitled to receive dividends when they are declared by Teradyne’s Board of Directors.
27
In January 2026, and January 2025, Teradyne’s Board of Directors declared a quarterly cash dividend of $
V. SUBSEQUENT EVENTS
On April 8, 2026, Teradyne and MultiLane formed a joint venture, MultiLane Test Products (“MLTP”), to which MultiLane contributed the assets of its test and measurement business. MLTP is expected to serve the growing demand from the AI Data Center equipment market by accelerating the development of test solutions for critical high speed data connections. In connection with the formation of MLTP, Teradyne obtained a controlling
On April 16, 2026, Teradyne acquired all of the issued and outstanding shares of TestInsight Ltd. (“TestInsight”) for a total purchase price of $
Due to the limited time since the date of these transactions, certain business combination disclosures are not available or included in this filing.
28
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
Statements in this Quarterly Report on Form 10-Q which are not historical facts, so called “forward-looking statements,” are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including those detailed in our filings with the Securities and Exchange Commission. See also Part II, Item 1A of this Quarterly Report on Form 10-Q and Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management’s analysis only as of the date hereof. We assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting forward-looking statements, except as may be required by law.
Overview
We are a leading global provider of automated test equipment and robotics products. Our automated test systems are used to test semiconductors, wireless products, data storage, silicon photonics, and complex electronics systems in many industries including consumer electronics, wireless, automotive, industrial, computing, communications, and aerospace and defense industries. Our robotics product offerings consist primarily of collaborative robotic arms and autonomous mobile robots used by global manufacturing, logistics and industrial customers to improve quality and increase manufacturing and material handling efficiency, while reducing costs. Our automated test equipment and robotics products and services include:
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.
During the first quarter of 2026, our Semiconductor Test segment delivered record results, driven primarily by continued strength in Artificial Intelligence (“AI”)–related demand across compute and memory applications resulting in Semiconductor Test revenue alone exceeding $1.0 billion for the first time. AI-related customer demand continues to be significant in the quarter, reflecting the investments by hyperscalers, vertically integrated producers, and merchant compute customers in AI data center infrastructure. Memory test revenue remained at near-record levels, driven by robust demand for high bandwidth memory (“HBM”) and DRAM test solutions supporting AI compute deployments. The first quarter results reflect our ongoing focus on AI-dominant testing requirements. Our Robotics segment achieved its fourth consecutive quarter of sequential revenue growth, which is notable given the typical seasonality associated with this business. Demand was supported by customer engagement across e‑commerce, electronics manufacturing, semiconductor, and AI data center end markets. In the Product Test Group, first quarter revenue increased year over year, supported by continued strength in defense and aerospace applications. Across the company, our first quarter results reflect strong execution and the benefits of prior investments in product development, manufacturing capacity, and strategic partnerships, which we expect to continue to support our performance over the course of 2026.
On April 8, 2026, we and MultiLane formed a joint venture, MultiLane Test Products (“MLTP”), to which MultiLane contributed the assets of its test and measurement business. MLTP is expected to serve the growing demand from the AI Data Center equipment market by accelerating the development of test solutions for critical high speed data connections. In connection with the formation of MLTP, we obtained a controlling 75% ownership interest in MLTP for a total purchase price of approximately $157.8 million, subject to customary post-closing adjustments. MLTP will be included in our Product Test Segment.
On April 16, 2026, we acquired all of the issued and outstanding shares of TestInsight Ltd. (“TestInsight”) for a total purchase price of $29.0 million, subject to customary post-closing adjustments. TestInsight is a leading provider of semiconductor test development, validation, and conversion software widely used across the industry. TestInsight will be included in our Semiconductor Test Segment.
Our capital allocation plan will continue to be balanced between investing in organic and inorganic growth and returning cash to shareholders through share repurchases and dividends while maintaining cash balances to enable us to run the business. During the first three months of 2026 we returned $25.9 million to shareholders through $5.5 million of share buybacks and $20.4 million of
29
dividend payments. In April 2026, we paid a combined $166.7 million towards the formation of MLTP and the acquisition of TestInsight.
Government Regulations
We are subject to numerous U.S. and foreign laws and regulations, including, without limitation, tariffs, trade sanctions, trade barriers, trade embargoes, regulations relating to import-export control, technology transfer restrictions, and other laws and regulations. Additionally, U.S. and foreign governmental authorities have taken, and may continue to take, administrative, legislative or regulatory action that could impact our operations. We believe that our operations are in material compliance with applicable trade regulations. The costs we incurred in complying with applicable trade regulations for the three months ended March 29, 2026 were not material, however, compliance with these laws has limited our ability to compete in certain regions. It is possible that future developments, including changes in laws and regulations or government policies, could lead to material costs, and such costs may have a material adverse effect on our future business or prospects.
We have paid certain tariffs on imported products under the International Emergency Economic Powers Act (“IEEPA”) since the inception of the IEEPA tariffs in 2025. On April 20, 2026, U.S. Customs and Border Protection (“CBP”) began accepting refund claims related to these tariffs. While we have submitted refund requests, the timing and impact of any potential refunds remain uncertain, however, we do not expect the impact to be material to our financial position or results of operations.
For information regarding risks associated with import-export control regulations and similar applicable laws and regulations, see Part II - Item 1A “Risk Factors- Risks Related to Legal and Regulatory Compliance” included elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Critical Accounting Policies and Estimates
We have identified the policies which are critical to understanding our business and our results of operations. 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. There have been no significant changes during the three months ended March 29, 2026, to the items disclosed as our critical accounting policies and estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
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.
Preparation of Financial Statements and Use of Estimates
The preparation of consolidated financial statements requires management to make estimates and judgments that affect the amounts reported in the financial statements. Actual results may differ significantly from these estimates under different assumptions or conditions.
30
SELECTED RELATIONSHIPS WITHIN THE CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS
|
|
For the Three Months |
|
|||||
|
|
March 29, |
|
|
March 30, |
|
||
Percentage of revenues: |
|
|
|
|
|
|
||
Revenues: |
|
|
|
|
|
|
||
Products |
|
|
89 |
% |
|
|
82 |
% |
Services |
|
|
11 |
|
|
|
18 |
|
Total revenues |
|
|
100 |
|
|
|
100 |
|
Cost of revenues: |
|
|
|
|
|
|
||
Cost of products |
|
|
35 |
|
|
|
33 |
|
Cost of services |
|
|
4 |
|
|
|
7 |
|
Total cost of revenues (exclusive of acquired intangible |
|
|
39 |
|
|
|
39 |
|
Gross profit |
|
|
61 |
|
|
|
61 |
|
Operating expenses: |
|
|
|
|
|
|
||
Selling and administrative |
|
|
13 |
|
|
|
23 |
|
Engineering and development |
|
|
11 |
|
|
|
17 |
|
Acquired intangible assets amortization |
|
|
— |
|
|
|
1 |
|
Restructuring and other |
|
|
— |
|
|
|
2 |
|
Total operating expenses |
|
|
24 |
|
|
|
43 |
|
Income from operations |
|
|
37 |
|
|
|
18 |
|
Non-operating (income) expense: |
|
|
|
|
|
|
||
Interest income |
|
|
— |
|
|
|
(1 |
) |
Interest expense |
|
|
— |
|
|
|
— |
|
Other (income) expense, net |
|
|
1 |
|
|
|
1 |
|
Income before income taxes and equity in net earnings of affiliate |
|
|
36 |
|
|
|
17 |
|
Income tax provision |
|
|
5 |
|
|
|
2 |
|
Income before equity in net earnings of affiliate |
|
|
31 |
|
|
|
15 |
|
Equity in net earnings of affiliate |
|
|
— |
|
|
|
(1 |
) |
Net income |
|
|
31 |
% |
|
|
14 |
% |
31
Results of Operations
First Quarter 2026 Compared to First Quarter 2025
Revenues
Revenues by our reportable segments were as follows:
|
|
For the Three Months |
|
|
|
|
||||||
|
|
March 29, |
|
|
March 30, |
|
|
Dollar |
|
|||
|
|
(in millions) |
|
|||||||||
Semiconductor Test |
|
$ |
1,110.8 |
|
|
$ |
542.5 |
|
|
$ |
568.3 |
|
Robotics |
|
|
91.3 |
|
|
|
69.0 |
|
|
|
22.3 |
|
Product Test |
|
|
80.4 |
|
|
|
74.2 |
|
|
|
6.2 |
|
|
|
$ |
1,282.5 |
|
|
$ |
685.7 |
|
|
$ |
596.8 |
|
The increase in Semiconductor Test revenues of $568.3 million, or 104.8%, was driven primarily by higher sales in compute related to artificial intelligence applications. The increase in Robotics revenues of $22.3 million, or 32.3%, was primarily due to increased sales of collaborative robotic arms, partially offset by decreased sales of autonomous mobile robots. The increase in Product Test revenues of $6.2 million, or 8.4%, was driven primarily by higher Defense/Aerospace sales.
Revenues by country as a percentage of total revenues were as follows (1):
|
|
For the Three Months |
|
|||||
|
|
March 29, |
|
|
March 30, |
|
||
Taiwan |
|
|
41 |
% |
|
|
28 |
% |
Korea |
|
|
19 |
|
|
|
12 |
|
China |
|
|
11 |
|
|
|
19 |
|
United States |
|
|
7 |
|
|
|
11 |
|
Europe |
|
|
7 |
|
|
|
6 |
|
Malaysia |
|
|
4 |
|
|
|
2 |
|
Singapore |
|
|
3 |
|
|
|
8 |
|
Philippines |
|
|
2 |
|
|
|
4 |
|
Thailand |
|
|
1 |
|
|
|
2 |
|
Japan |
|
|
1 |
|
|
|
2 |
|
Rest of World |
|
|
4 |
|
|
|
6 |
|
|
|
|
100 |
% |
|
|
100 |
% |
Gross Profit
Our gross profit was as follows:
|
|
For the Three Months |
|
|
|
|
||||||
|
|
March 29, |
|
|
March 30, |
|
|
Dollar/Point |
|
|||
|
|
(in millions) |
|
|||||||||
Gross profit |
|
$ |
780.9 |
|
|
$ |
415.3 |
|
|
$ |
365.6 |
|
Percent of total revenues |
|
|
60.9 |
% |
|
|
60.6 |
% |
|
|
0.3 |
|
Gross profit as a percent of revenue increased by 0.3 points, primarily due to volume increase in Semiconductor Test.
32
Selling and Administrative
Selling and administrative expenses were as follows:
|
|
For the Three Months |
|
|
|
|
||||||
|
|
March 29, |
|
|
March 30, |
|
|
Dollar |
|
|||
|
|
(in millions) |
|
|||||||||
Selling and administrative |
|
$ |
166.7 |
|
|
$ |
157.3 |
|
|
$ |
9.4 |
|
Percent of total revenues |
|
|
13.0 |
% |
|
|
22.9 |
% |
|
|
|
|
The increase of $9.4 million in selling and administrative expenses was primarily driven by strategic investments in Semiconductor Test.
Engineering and Development
Engineering and development expenses were as follows:
|
|
For the Three Months |
|
|
|
|
||||||
|
|
March 29, |
|
|
March 30, |
|
|
Dollar |
|
|||
|
|
(in millions) |
|
|||||||||
Engineering and development |
|
$ |
135.6 |
|
|
$ |
118.2 |
|
|
$ |
17.4 |
|
Percent of total revenues |
|
|
10.6 |
% |
|
|
17.2 |
% |
|
|
|
|
The increase of $17.4 million in engineering and development expenses was primarily driven by strategic investments in Semiconductor Test.
Restructuring and Other
During the three months ended March 29, 2026, we recorded $3.4 million of restructuring and other charges, $1.7 million of which were acquisition and divestiture related expenses. During the three months ended March 29, 2026, we made $4.3 million of severance payments related to the 2025 Robotics restructurings.
During the three months ended March 30, 2025, we consolidated our Robotics go-to-market functions to better serve our
customers. As a result, we recorded $11.4 million of employee severance charges, $9.2 million of which is related to the Robotics
restructuring which impacted approximately 150 employees. Additionally, we recorded $2.0 million of acquisition and divestiture related costs and $1.1 million related to lease terminations.
Interest and Other
|
|
For the Three Months |
|
|
|
|
||||||
|
|
March 29, |
|
|
March 30, |
|
|
Dollar |
|
|||
|
|
(in millions) |
|
|||||||||
Interest income |
|
$ |
(2.4 |
) |
|
$ |
(5.1 |
) |
|
$ |
2.7 |
|
Interest expense |
|
|
3.2 |
|
|
|
0.8 |
|
|
$ |
2.4 |
|
Other (income) expense, net |
|
|
6.6 |
|
|
|
6.1 |
|
|
$ |
0.5 |
|
The decrease in interest income was driven primarily by lower average cash balances and lower interest rates in the current period. The increase in interest expense was driven primarily by higher borrowings under the Revolving Credit Facility.
33
Income (Loss) Before Income Taxes and Equity in Net Earnings of Affiliate
|
|
For the Three Months |
|
|
|
|
||||||
|
|
March 29, |
|
|
March 30, |
|
|
Dollar |
|
|||
|
|
(in millions) |
|
|||||||||
Semiconductor Test |
|
$ |
468.1 |
|
|
$ |
155.8 |
|
|
$ |
312.3 |
|
Product Test |
|
|
4.7 |
|
|
|
8.6 |
|
|
|
(3.9 |
) |
Robotics |
|
|
(1.0 |
) |
|
|
(37.2 |
) |
|
|
36.2 |
|
Corporate and Eliminations (1) |
|
|
(6.1 |
) |
|
|
(8.2 |
) |
|
|
2.1 |
|
|
|
$ |
465.7 |
|
|
$ |
119.0 |
|
|
$ |
346.7 |
|
The increase in income before income taxes and equity in net earnings of affiliate in Semiconductor Test was driven primarily by higher sales in compute related to artificial intelligence applications. The decrease in income before income taxes and equity in net earnings of affiliate in Product Test was driven primarily by strategic investments, partially offset by higher revenue. The decrease in loss before income taxes and equity in net earnings of affiliate in Robotics was primarily due to higher revenue and lower operating expenses primarily as a result of restructuring actions taken in 2025.
Income Taxes
The effective tax rate for the three months ended March 29, 2026, and March 30, 2025, was 13.3% and 12.2%, respectively. The increase in the effective tax rate from the three months ended March 30, 2025, to the three months ended March 29, 2026, is primarily attributable to lower benefits from tax credits, lower benefits related to U.S. taxation of international income, and higher expense related to Pillar Two. These impacts were partially offset by increased benefits from equity compensation and a projected shift in the geographic distribution of income.
Contractual Obligations
There have been no changes outside of the ordinary course of business to our contractual obligations as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
Liquidity and Capital Resources
Sources of Liquidity
|
|
March 29, 2026 |
|
|
December 31, 2025 |
|
|
Change |
|
|||
|
|
(in millions) |
|
|||||||||
Cash, cash equivalents and marketable securities: |
|
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents |
|
$ |
241.9 |
|
|
$ |
293.8 |
|
|
$ |
(51.9 |
) |
Short-term marketable securities |
|
|
3.7 |
|
|
|
28.2 |
|
|
|
(24.5 |
) |
Long-term marketable securities |
|
|
148.4 |
|
|
|
126.3 |
|
|
|
22.1 |
|
Total cash, cash equivalents and marketable securities: |
|
$ |
394.0 |
|
|
$ |
448.3 |
|
|
$ |
(54.3 |
) |
|
|
|
|
|
|
|
|
|
|
|||
Short-term debt |
|
$ |
— |
|
|
$ |
200.0 |
|
|
$ |
(200.0 |
) |
Our cash, cash equivalents and marketable securities balances decreased by $54.3 million in the three months ended March 29, 2026, to $394.0 million. Cash decreased primarily due to net repayments of borrowings on revolving credit facility of $200.0 million, partially offset by operating cash proceeds.
Our Third Amended and Restated Revolving Credit Agreement, amended as of November 7, 2023 (the “Credit Agreement”) provides a six-year, senior secured revolving credit facility of $750.0 million (the “Credit Facility”). As of March 29, 2026, Teradyne did not have an outstanding balance under the Credit Agreement. The Credit Agreement is set to expire on December 10, 2026. See
34
Note I: “Debt” for more information regarding our Credit Agreement. As of March 29, 2026, we were in compliance with all covenants under the Credit Agreement. We intend to extend the Credit Facility later in 2026.
Cash Flows
|
|
March 29, 2026 |
|
|
March 30, 2025 |
|
|
Change |
|
|||
|
|
(in millions) |
|
|||||||||
Net cash (used for) provided by: |
|
|
|
|
|
|
|
|
|
|||
Operating activities |
|
|
265.1 |
|
|
|
161.6 |
|
|
|
103.5 |
|
Investing activities |
|
|
(67.3 |
) |
|
|
(61.8 |
) |
|
|
(5.5 |
) |
Financing activities |
|
|
(250.2 |
) |
|
|
(176.8 |
) |
|
|
(73.4 |
) |
Effects of exchange rate changes on cash and cash equivalents |
|
|
0.6 |
|
|
|
(0.8 |
) |
|
|
1.4 |
|
Net increase (decrease) in cash and cash equivalents |
|
$ |
(51.8 |
) |
|
$ |
(77.7 |
) |
|
|
25.9 |
|
|
|
|
|
|
|
|
|
|
|
|||
Net change in operating assets and liabilities, net of businesses acquired |
|
|
(195.5 |
) |
|
|
7.7 |
|
|
|
(203.2 |
) |
Operating Activities
Operating activities during the three months ended March 29, 2026, provided cash of $265.1 million. Changes in operating assets and liabilities, net of businesses acquired used cash of $195.5 million due to a $297.1 million increase in operating assets and a $101.7 million increase in operating liabilities. The increase in operating assets was primarily due to increases in accounts receivable of $322.0 million. The increase in operating liabilities was primarily due to increases in income taxes and in deferred revenue and customer advances of $66.3 million and $52.0 million, respectively.
Operating activities during the three months ended March 30, 2025, provided cash of $161.6 million. Changes in operating assets and liabilities used cash of $7.7 million due to a $12.0 million increase in operating liabilities, partially offset by a $4.3 million increase in operating assets. The change in operating assets was primarily due to a $31.0 million increase in inventories, partially offset by a $13.1 million and $13.7 million decrease in accounts receivable and other assets, respectively. The change in operating liabilities was due to growth in accounts payable of $48.0 million, a $13.0 million uptick in income taxes, and a $10.2 million increase in deferred revenue and customer advance payments, partially offset by a $58.0 million decrease in accrued other and a $1.3 million decline in retirement plan contributions.
Investing Activities
Investing activities during the three months ended March 29, 2026, included $64.7 million used for the purchases of property, plant & equipment and $40.8 million used for the purchases of marketable securities, partially offset by $27.3 million provided by proceeds from sales of marketable securities and $10.9 million provided by proceeds from maturities of marketable securities.
Investing activities during the three months ended March 30, 2025, included $64.0 million used for the purchase of property, plant and equipment, $17.0 million used for the acquisition of business, net of cash acquired, $10.8 million used for the purchase of marketable securities, and $3.0 million used for investments in businesses, partially offset by $27.4 million in proceeds from the maturities of marketable securities and $5.6 million in proceeds from the sale of marketable securities.
Financing Activities
Financing activities during the three months ended March 29, 2026, included $200.0 million in net repayments of borrowings on revolving credit facility, $39.4 million used for payments related to net settlement of employee stock compensation awards, $20.4 million used for dividend payments, and $5.5 million used for the repurchase common stock, partially offset by $15.1 million provided by issuance of common stock under stock purchase and stock options plans.
Financing activities during the three months ended March 30, 2025, included $157.5 million used for the repurchase of 1.5 million shares of common stock at an average price of $107.21 per share, $19.4 million used for dividend payments and $14.7 million used for payments related to net settlements of employee stock compensation awards, partially offset by $14.8 million in proceeds from the issuance of common stock under employee stock purchase and stock option plans.
35
Material Cash Requirements
In January 2026 and January 2025, our Board of Directors declared a quarterly cash dividend of $0.13 and $0.12 per share, respectively. Dividend payments for the three months ended March 29, 2026, and March 30, 2025, were $20.4 million and $19.4 million, respectively.
In January 2023, our Board of Directors approved a repurchase program for up to $2.0 billion of common stock. During the three months ended March 29, 2026, we repurchased less than 0.1 million shares of common stock for $5.5 million, which excludes related excise tax, at an average price of $229.00 per share. The cumulative repurchases under the 2023 repurchase program as of March 29, 2026, were 12.0 million shares of common stock for $1,302.8 million, which excludes related excise tax, at an average price per share of $109.62. During the three months ended March 30, 2025, we repurchased 1.5 million shares of common stock for $157.5 million, which excludes related excise tax, at an average price of $107.21 per share.
While we have previously 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. 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.
We believe our cash, cash equivalents, marketable securities and senior secured revolving credit facility 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. As of March 29, 2026, we were in compliance with all covenants under the Credit Agreement.
Equity Compensation Plans
In addition to our 1996 Employee Stock Purchase Program as discussed in Note S: “Stock-Based Compensation” in our 2025 Annual Report on Form 10-K, we have a 2006 Equity and Cash Compensation Incentive Plan (the “2006 Equity Plan”).
The purpose of the 1996 Employee Stock Purchase Plan is to encourage stock ownership by all eligible employees of Teradyne. The purpose of the 2006 Equity Plan is to provide equity ownership and compensation opportunities in Teradyne to our employees, officers and directors. Both plans were approved by our shareholders.
Recently Issued Accounting Pronouncements
For a description of accounting changes and recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements, see Note C: “Recently Issued Accounting Pronouncements” of this Form 10-Q.
Item 3: Quantitative and Qualitative Disclosures about Market Risks
For “Quantitative and Qualitative Disclosures about Market Risk” affecting Teradyne, see Part 2 Item 7A, “Quantitative and Qualitative Disclosures about Market Risks,” in our Annual Report on Form 10-K filed with the SEC on February 19, 2026. There were no material changes in our exposure to market risk from those set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Item 4: Controls and Procedures
As of the end of the period covered by this report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) or Rule 15d-15(f) promulgated under the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer 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 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 Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
36
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended March 29, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
37
PART II. OTHER INFORMATION
Item 1: Legal Proceedings
We are 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 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.
Item 1A: Risk Factors
In addition to other information set forth in this Form 10-Q, including the risk discussed below, you should carefully consider the factors discussed in Part I, “Item 1A: Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 19, 2026, which could materially affect our business, financial condition or future results. The risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, remain applicable to our business.
The risks described in our Annual Report on Form 10-K 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.
38
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
In January 2023, Teradyne’s Board of Directors cancelled our 2021 repurchase program and approved a new repurchase program for up to $2.0 billion of common stock. During the three months ended March 29, 2026, we repurchased 0.02 million shares of common stock for a total cost of $5.5 million at an average price of $229.00 per share. We record share repurchases at cost, which includes broker commissions and related excise taxes. During the three months ended March 30, 2025, we repurchased 1.5 million shares of common stock for $158.7 million at an average price of $107.21 per share.
The following table includes information with respect to repurchases we made of our common stock during the three months ended March 29, 2026, (in thousands except per share price):
Period |
|
Total |
|
|
|
Average |
|
|
|
Total Number of |
|
|
Maximum Number |
|
||||
January 1, 2026 - January 25, 2026 |
|
|
17 |
|
|
|
$ |
220.76 |
|
|
|
|
16 |
|
|
$ |
687,764 |
|
January 26, 2026 - February 22, 2026 |
|
|
181 |
|
|
|
$ |
244.59 |
|
|
|
|
8 |
|
|
$ |
685,844 |
|
February 23, 2026 - March 29, 2026 |
|
|
1 |
|
|
|
$ |
319.17 |
|
|
|
|
— |
|
|
$ |
685,844 |
|
|
|
|
199 |
|
(1) |
|
|
243.10 |
|
(1) |
|
|
24 |
|
|
|
|
|
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 4: Mine Safety Disclosures
Not Applicable
39
Item 5: Other Information
10b5-1 Trading Plans
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 March 29, 2026, the following Section 16 Officers or directors
Gregory Smith, President and Chief Executive Officer
Gregory Smith, our President and Chief Executive Officer, entered into a new Rule 10b5-1 trading plan on February 12, 2026. The Rule 10b5-1 trading plan provides that Mr. Smith, acting through a broker, may sell up to an aggregate of 44,597 shares. Subject to price limits, the first date that sales of any shares are permitted to be made under the trading arrangement is May 15, 2026. Mr. Smith’s plan is scheduled to terminate on February 26, 2027, subject to earlier termination upon the sale of all shares subject to the plan, upon termination by Mr. Smith or the broker, or as otherwise provided in the plan.
Ryan Driscoll, Vice President and General Counsel
Ryan Driscoll, our Vice President and General Counsel, entered into a new Rule 10b5-1 trading plan on February 5, 2026. The Rule 10b5-1 trading plan provides that Mr. Driscoll, acting through a broker, may sell up to an aggregate of 680 shares. Subject to price limits, the first date that sales of any shares are permitted to be made under the trading arrangement is May 7, 2026. Mr. Driscoll’s plan is scheduled to terminate on December 31, 2026, subject to earlier termination upon the sale of all shares subject to the plan, upon termination by Mr. Driscoll or the broker, or as otherwise provided in the plan.
Shannon Poulin, President of Semiconductor Test
Shannon Poulin, the President of our Semiconductor Test Division, entered into a new Rule 10b5-1 trading plan on February 19, 2026. The Rule 10b5-1 trading plan provides that Mr. Poulin, acting through a broker, may sell up to an aggregate of 4,432 shares. Subject to price limits, the first date that sales of any shares are permitted to be made under the trading arrangement is May 21, 2026. Mr. Poulin’s plan is scheduled to terminate on March 31, 2027, subject to earlier termination upon the sale of all shares subject to the plan, upon termination by Mr. Poulin or the broker, or as otherwise provided in the plan.
Regan Mills, President of Product Test
Regan Mills, the President of our Product Test Division, entered into a new Rule 10b5-1 trading plan on March 10, 2026. The Rule 10b5-1 trading plan provides that Mr. Mills, acting through a broker, may sell up to an aggregate of 1,369 shares. Subject to price limits, the first date that sales of any shares are permitted to be made under the trading arrangement is January 27, 2027. Mr. Mills’ plan is scheduled to terminate on April 6, 2027, subject to earlier termination upon the sale of all shares subject to the plan, upon termination by Mr. Mills or the broker, or as otherwise provided in the plan.
Marilyn Matz, Director
Marilyn Matz, a member of our Board of Directors, entered into a new Rule 10b5-1 trading plan on February 13, 2026. The Rule 10b5-1 trading plan provides that Ms. Matz, acting through a broker, may sell up to an aggregate of 14,400 shares. Subject to price limits, the first date that sales of any shares are permitted to be made under the trading arrangement is May 15, 2026. Ms. Matz’s plan is scheduled to terminate on May 14, 2027, subject to earlier termination upon the sale of all shares subject to the plan, upon termination by Ms. Matz or the broker, or as otherwise provided in the plan.
Mercedes Johnson, Director
Mercedes Johnson, a member of our Board of Directors, entered into a new Rule 10b5-1 trading plan on March 4, 2026. The Rule 10b5-1 trading plan provides that Ms. Johnson, acting through a broker, may sell up to an aggregate of 2,000 shares. Subject to price limits, the first date that sales of any shares are permitted to be made under the trading arrangement is June 2, 2026. Ms.
40
Johnson’s plan is scheduled to terminate on May 28, 2027, subject to earlier termination upon the sale of all shares subject to the plan, upon termination by Ms. Johnson or the broker, or as otherwise provided in the plan.
41
Item 6: Exhibits
Exhibit Number |
|
Description |
|
|
|
|
|
|
|
|
|
31.1 |
|
|
|
|
|
31.2 |
|
|
|
|
|
32.1 |
|
|
|
|
|
32.2 |
|
|
|
|
|
101.INS |
|
Inline XBRL Instance Document |
|
|
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents |
|
|
|
104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL, and contained in Exhibit 101) |
|
|
|
* |
|
Management Contract or Compensatory Plan |
42
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. |
|
Registrant |
|
|
|
/s/ MICHELLE TURNER |
|
Michelle Turner Vice President, Chief Financial Officer and Treasurer (Duly Authorized Officer and Principal Financial Officer) May 1, 2026 |
43