8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 30, 2024

TERADYNE, INC.

(Exact Name of Registrant as Specified in Charter)

Massachusetts	001-06462	04-2272148
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

600 Riverpark Drive, North Reading, MA	01864
(Address of Principal Executive Offices)	(Zip Code)

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

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On January 30, 2024, Teradyne, Inc. (“Teradyne”) issued a press release regarding its financial results for the fourth quarter ended December 31, 2023. Teradyne’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
99.1	Press Release dated January 30, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TERADYNE, INC.
Dated: January 31, 2024	By:	/s/ SANJAY MEHTA
	Name:	Sanjay Mehta
	Title:	Vice President, Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

Teradyne Reports Fourth Quarter and Fiscal Year 2023 Results

•Revenue of $671 million in Q4'23, down 8% from Q4'22

•Revenue of $2,676 million in FY 2023, down 15% from FY 2022

•Record Robotics revenue in Q4'23, up 50% from Q3'23 and 17% from Q4'22

	Q4'23		Q4'22		Q3'23		FY 2023		FY 2022
Revenue (mil)	$	671	$	732	$	704	$	2,676	$	3,155
GAAP EPS	$	0.72	$	1.04	$	0.78	$	2.73	$	4.22
Non-GAAP EPS	$	0.79	$	0.92	$	0.80	$	2.93	$	4.25

NORTH READING, Mass. – January 30, 2024 – Teradyne, Inc. (NASDAQ: TER) reported revenue of $671 million for the fourth quarter of 2023 of which $431 million was in Semiconductor Test, $86 million in System Test, $25 million in Wireless Test and $129 million in Robotics. GAAP net income for the fourth quarter was $117 million or $0.72 per diluted share. On a non-GAAP basis, Teradyne’s net income in the fourth quarter was $127 million, or $0.79 per diluted share, which excluded pension actuarial losses, acquired intangible asset amortization, restructuring and other charges, and included the related tax impact on non-GAAP adjustments.

“We closed out 2023 with Q4 revenue and profit in line with our guidance as strong demand for memory test systems and 50% quarterly growth of Robotics revenue offset weakening demand for System-on-a-Chip (SOC) test systems,” said Teradyne CEO Greg Smith. “Looking into the new year, we expect low tester utilization will impact demand in the first half of the year but anticipate the full year Semiconductor test demand to incrementally improve from 2023. In Robotics, after expected seasonal weakness in Q1, we project consistent quarterly growth powered by new products, new applications and improvements in our global distribution channels.”

Guidance for the first quarter of 2024 is revenue of $540 million to $590 million, with GAAP net income of $0.19 to $0.35 per diluted share and non-GAAP net income of $0.22 to $0.38 per diluted share. Non-GAAP guidance excludes acquired intangible asset amortization and includes the related tax impact on non-GAAP adjustments.

Webcast

A conference call to discuss the fourth quarter results, along with management’s business outlook, will follow at 8:30 a.m. ET, Wednesday, January 31, 2024. Interested investors should access the webcast at www.teradyne.com and click on "Investors" at least five minutes before the call begins. Presentation materials will be available starting at 8:30 a.m. ET. A replay will be available on the Teradyne website at www.teradyne.com/investors.

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Non-GAAP Results

In addition to disclosing results that are determined in accordance with GAAP, Teradyne also discloses non-GAAP results of operations that exclude certain income items and charges. These results are provided as a complement to results provided in accordance with GAAP. Non-GAAP income from operations and non-GAAP net income exclude acquired intangible assets amortization, restructuring and other, pension actuarial gains and losses, stock compensation modification expense, discrete income tax adjustments, and includes the related tax impact on non-GAAP adjustments. GAAP requires that these items be included in determining income from operations and net income. Non-GAAP income from operations, non-GAAP net income, non-GAAP income from operations as a percentage of revenue, non-GAAP net income as a percentage of revenue, and non-GAAP net income per share are non-GAAP performance measures presented to provide meaningful supplemental information regarding Teradyne’s baseline performance before gains, losses or other charges that may not be indicative of Teradyne’s current core business or future outlook. These non-GAAP performance measures are used to make operational decisions, to determine employee compensation, to forecast future operational results, and for comparison with Teradyne’s business plan, historical operating results and the operating results of Teradyne’s competitors. Non-GAAP diluted shares include the impact of Teradyne’s call option on its shares. Management believes each of these non-GAAP performance measures provides useful supplemental information for investors, allowing greater transparency to the information used by management in its operational decision making and in the review of Teradyne’s financial and operational performance, as well as facilitating meaningful comparisons of Teradyne’s results in the current period compared with those in prior and future periods. A reconciliation of each available GAAP to non-GAAP financial measure discussed in this press release is contained in the attached exhibits and on the Teradyne website at www.teradyne.com by clicking on “Investor Relations” and then selecting “Financials” and the “GAAP to Non-GAAP Reconciliation” link. The non-GAAP performance measures discussed in this press release may not be comparable to similarly titled measures used by other companies. The presentation of non-GAAP measures is not meant to be considered in isolation, as a substitute for, or superior to, financial measures or information provided in accordance with GAAP.

About Teradyne

Teradyne (NASDAQ:TER) test technology helps bring high-quality innovations such as smart devices, life-saving medical equipment and data storage systems to market, faster. Its advanced test solutions for semiconductors, electronic systems, wireless devices and more ensure that products perform as they were designed. Its robotics offerings include collaborative and mobile robots that help manufacturers of all sizes increase productivity, improve safety, and lower costs. In 2023, Teradyne had revenue of $2.7 billion and today employs over 6,500 people worldwide. For more information, visit teradyne.com. Teradyne® is a registered trademark of Teradyne, Inc., in the U.S. and other countries.

Safe Harbor Statement

This release contains forward-looking statements including statements regarding Teradyne’s future business prospects, financial performance or position and results of operations. You can identify forward-looking statements by their use of forward-looking words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “goal” or other comparable terms. Forward-looking statements in this press release address various matters, including statements regarding Teradyne’s financial guidance. Investors are cautioned that such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements due to known and unknown risks, uncertainties, assumptions, and other factors. Such factors include, but are not limited to, macroeconomic factors and slowdowns or downturns in economic conditions generally and in the markets in which Teradyne operates; decreased or delayed product demand from one or more significant customers; a slowdown or inability in the development, delivery and acceptance of new products; the ability to grow the Robotics business; the impact of increased research and development spending; the impact of epidemics or pandemics such as COVID-19; the impact of a supply shortage on our supply chain and contract manufacturers; the consummation and success of any mergers or acquisitions; unexpected cash needs; the business judgment of the board of directors that a declaration of a dividend or the repurchase of common stock is not in Teradyne’s best interests; changes to U.S. or global tax regulations or guidance; the impact of any tariffs or export controls imposed by the U.S. or China; the impact of U.S. Department of Commerce or other government agency regulations relating to Huawei, HiSilicon and other customers or potential customers; the impact of U.S. Department

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Commerce export control regulations for certain U.S. products and technology sold to military end users or for military end-use in China; the impact of the Israel-Hamas conflict; the impact of regulations published by the U.S. Department of Commerce relating to semiconductors and semiconductor manufacturing equipment destined for certain end uses in China. The risks included above are not exhaustive. For a more detailed description of the risk factors associated with Teradyne, please refer to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and Quarterly Report on Form 10-Q for the fiscal quarter ended October 1, 2023. Many of these factors are macroeconomic in nature and are, therefore, beyond Teradyne’s control. We caution readers not to place undue reliance on any forward-looking statements included in this press release which speak only as to the date of this press release. Teradyne specifically disclaims any obligation to update any forward-looking information contained in this press release or with respect to the announcements described herein.

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TERADYNE, INC. REPORT FOR FOURTH FISCAL QUARTER OF 2023

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Quarter Ended									Twelve Months Ended
	December 31, 2023			October 1, 2023			December 31, 2022			December 31, 2023			December 31, 2022
Net revenues	$	670,600		$	703,732		$	731,836		$	2,676,298		$	3,155,045
Cost of revenues (exclusive of acquired intangible assets amortization shown separately below) (1)		291,055			305,441			311,387			1,139,550			1,287,894
Gross profit		379,545			398,291			420,449			1,536,748			1,867,151
Operating expenses:
Selling and administrative (2)		142,336			138,330			142,752			577,315			558,103
Engineering and development		102,207			104,413			108,810			418,089			440,591
Acquired intangible assets amortization		4,651			4,720			4,670			18,999			19,333
Restructuring and other (3)		6,027			6,856			(2,369	)		21,277			17,185
Operating expenses		255,221			254,319			253,863			1,035,680			1,035,212
Income from operations		124,324			143,972			166,586			501,068			831,939
Interest and other (income) expense (4)		(15,482	)		(308	)		(28,651	)		(24,504	)		(8,446	)
Income before income taxes		139,806			144,280			195,237			525,572			840,385
Income tax provision		22,752			16,164			22,936			76,820			124,884
Net income	$	117,054		$	128,116		$	172,301		$	448,752		$	715,501
Net income per common share:
Basic	$	0.77		$	0.83		$	1.11		$	2.91		$	4.52
Diluted	$	0.72		$	0.78		$	1.04		$	2.73		$	4.22
Weighted average common shares - basic		152,812			153,762			155,762			154,310			158,434
Weighted average common shares - diluted (5)		162,106			164,050			165,468			164,304			169,734
Cash dividend declared per common share	$	0.11		$	0.11		$	0.11		$	0.44		$	0.44

(1)Cost of revenues includes:

	Quarter Ended									Twelve Months Ended
	December 31, 2023			October 1, 2023			December 31, 2022			December 31, 2023			December 31, 2022
Provision for excess and obsolete inventory	$	5,289		$	11,728		$	11,787		$	28,358		$	31,452
Sale of previously written down inventory		(1,115	)		(1,198	)		(828	)		(5,161	)		(1,808	)
	$	4,174		$	10,530		$	10,959		$	23,197		$	29,644

(2)For the twelve months ended December 31, 2023, selling and administrative expenses included an equity charge of $5.9 million for the modification of Teradyne’s retired CEO’s outstanding equity awards in connection with his February 1, 2023 retirement.

(3)Restructuring and other consists of:

	Quarter Ended							Twelve Months Ended
	December 31, 2023		October 1, 2023		December 31, 2022			December 31, 2023		December 31, 2022
Acquisition and divestiture related expenses	$	3,132	$	—	$	—		$	3,132	$	—
Employee severance		2,892		4,658		775			14,727		2,924
Contract termination		—		1,511		—			1,511		—
Litigation settlement		—		—		—			—		14,700
Gain on sale of asset		—		—		(3,410	)		—		(3,410	)
Other		3		687		266			1,907		2,971
	$	6,027	$	6,856	$	(2,369	)	$	21,277	$	17,185

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(4)Interest and other (income) expense includes:

	Quarter Ended								Twelve Months Ended
	December 31, 2023			October 1, 2023		December 31, 2022			December 31, 2023			December 31, 2022
Pension actuarial losses (gains)	$	2,575		$	72	$	(25,592	)	$	2,703		$	(25,584	)
Gain on foreign exchange option		(7,464	)		—		—			(7,464	)		—

(5)Under GAAP, when calculating diluted earnings per share, convertible debt must be assumed to have converted if the effect on EPS would be dilutive. Diluted shares assume the conversion of the convertible debt as the effect would be dilutive. Accordingly, for the quarters ended December 31, 2023, October 1, 2023 and December 31, 2022, 0.2 million, 0.6 million and 1.2 million shares, respectively, have been included in diluted shares. For the twelve months ended December 31, 2023 and December 31, 2022, 0.6 million and 1.8 million shares, respectively, have been included in diluted shares. For the quarters ended December 31, 2023, October 1, 2023 and December 31, 2022, diluted shares also included 8.6 million, 9.2 million and 7.9 million shares, respectively, from the convertible note hedge transaction. For the twelve months ended December 31, 2023 and December 31, 2022, diluted shares included 8.9 million and 8.8 million shares, respectively, from the convertible note hedge transaction.

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CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)

	December 31, 2023		December 31, 2022
Assets
Cash and cash equivalents	$	757,571	$	854,773
Marketable securities		62,154		39,612
Accounts receivable, net		422,124		491,145
Inventories, net		309,974		325,019
Prepayments		548,970		532,962
Other current assets		37,992		14,404
Current assets held for sale		23,250		—
Total current assets		2,162,035		2,257,915
Property, plant and equipment, net		445,492		418,683
Operating lease right-of-use assets, net		73,417		73,734
Marketable securities		117,434		110,777
Deferred tax assets		175,775		142,784
Retirement plans assets		11,504		11,761
Other assets		38,580		28,925
Acquired intangible assets, net		35,404		53,478
Goodwill		415,652		403,195
Assets held for sale		11,531		—
Total assets	$	3,486,824	$	3,501,252
Liabilities
Accounts payable	$	180,131	$	139,722
Accrued employees’ compensation and withholdings		191,750		212,266
Deferred revenue and customer advances		99,804		148,285
Other accrued liabilities		114,712		112,271
Operating lease liabilities		17,522		18,594
Income taxes payable		48,653		65,010
Current debt		—		50,115
Current liabilities held for sale		7,379		—
Total current liabilities		659,951		746,263
Retirement plans liabilities		132,090		116,005
Long-term deferred revenue and customer advances		37,282		45,131
Long-term other accrued liabilities		19,998		15,981
Deferred tax liabilities		183		3,267
Long-term operating lease liabilities		65,092		64,176
Long-term income taxes payable		44,331		59,135
Liabilities held for sale		2,000		—
Total liabilities		960,927		1,049,958
Shareholders’ equity		2,525,897		2,451,294
Total liabilities and shareholders’ equity	$	3,486,824	$	3,501,252

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)

	Quarter Ended						Twelve Months Ended
	December 31, 2023			December 31, 2022			December 31, 2023			December 31, 2022
Cash flows from operating activities:
Net income	$	117,054		$	172,301		$	448,752		$	715,501
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		23,260			22,861			92,118			90,763
Stock-based compensation		12,443			10,808			57,682			48,228
Provision for excess and obsolete inventory		5,289			11,787			28,358			31,452
Amortization		4,685			4,900			18,768			19,912
Deferred taxes		(13,616	)		(10,320	)		(37,642	)		(38,693	)
(Gains) losses on investments		(11,756	)		(1,451	)		(14,915	)		9,985
Retirement plans actuarial losses (gains)		2,575			(25,592	)		2,703			(25,584	)
Gains on sale of asset		—			(3,410	)		—			(3,410	)
Other		(811	)		1,621			(955	)		2,353
Changes in operating assets and liabilities
Accounts receivable		40,786			46,380			70,977			50,628
Inventories		(1,068	)		(11,992	)		5,327			(80,809	)
Prepayments and other assets		20,881			(46,382	)		(43,101	)		(140,713	)
Accounts payable and other liabilities		42,783			11,911			46,782			(60,507	)
Deferred revenue and customer advances		(7,693	)		(337	)		(57,210	)		(6,233	)
Retirement plans contributions		(1,794	)		(1,219	)		(5,492	)		(5,116	)
Income taxes		15,762			1,536			(26,921	)		(29,834	)
Net cash provided by operating activities		248,780			183,402			585,231			577,923
Cash flows from investing activities:
Purchases of property, plant and equipment		(44,336	)		(34,577	)		(159,642	)		(163,249	)
Purchases of marketable securities		(24,120	)		(20,234	)		(161,906	)		(287,409	)
Proceeds from sales of marketable securities		24,438			8,858			61,401			268,058
Proceeds from maturities of marketable securities		13,595			40,849			85,042			222,941
Issuance of convertible loan		—			—			(5,000	)		—
Proceeds from life insurance		—			—			460			—
Proceeds from sale of asset		—			3,410			—			3,410
Net cash (used for) provided by investing activities		(30,423	)		(1,694	)		(179,645	)		43,751
Cash flows from financing activities:
Repurchase of common stock		(50,749	)		(2,082	)		(397,241	)		(752,082	)
Payments of convertible debt principal		(23,529	)		(14,754	)		(50,264	)		(66,759	)
Dividend payments		(16,797	)		(17,133	)		(67,878	)		(69,711	)
Payments related to net settlement of employee stock compensation awards		(202	)		(183	)		(20,788	)		(33,170	)
Issuance of common stock under stock purchase and stock option plans		175			—			34,259			28,733
Net cash used for financing activities		(91,102	)		(34,152	)		(501,912	)		(892,989	)
Effects of exchange rate changes on cash and cash equivalents		(6,645	)		(3,529	)		(876	)		3,889
Increase (decrease) in cash and cash equivalents		120,610			144,027			(97,202	)		(267,426	)
Cash and cash equivalents at beginning of period		636,961			710,746			854,773			1,122,199
Cash and cash equivalents at end of period	$	757,571		$	854,773		$	757,571		$	854,773

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GAAP to Non-GAAP Earnings Reconciliation

(In millions, except per share amounts)

	Quarter Ended
	December 31, 2023		% of Net Revenues			October 1, 2023		% of Net Revenues			December 31, 2022			% of Net Revenues
Net revenues	$	670.6				$	703.7				$	731.8
Gross profit GAAP and non-GAAP		379.5		56.6	%		398.3		56.6	%		420.4			57.4	%
Income from operations - GAAP		124.3		18.5	%		144.0		20.5	%		166.6			22.8	%
Restructuring and other (1)		6.0		0.9	%		6.9		1.0	%		(2.4	)		-0.3	%
Acquired intangible assets amortization		4.7		0.7	%		4.7		0.7	%		4.7			0.6	%
Income from operations - non-GAAP	$	135.0		20.1	%	$	155.6		22.1	%	$	168.9			23.1	%

							Net Income per Common Share												Net Income per Common Share												Net Income per Common Share
	December 31, 2023			% of Net Revenues			Basic			Diluted			October 1, 2023			% of Net Revenues			Basic			Diluted			December 31, 2022			% of Net Revenues			Basic			Diluted
Net income - GAAP	$	117.1			17.5	%	$	0.77		$	0.72		$	128.1			18.2	%	$	0.83		$	0.78		$	172.3			23.5	%	$	1.11		$	1.04
Restructuring and other (1)		6.0			0.9	%		0.04			0.04			6.9			1.0	%		0.04			0.04			(2.4	)		-0.3	%		(0.02	)		(0.01	)
Acquired intangible assets amortization		4.7			0.7	%		0.03			0.03			4.7			0.7	%		0.03			0.03			4.7			0.6	%		0.03			0.03
Pension mark-to-market adjustment (2)		2.6			0.4	%		0.02			0.02			0.1			0.0	%		0.00			0.00			(25.6	)		-3.5	%		(0.16	)		(0.15	)
Gain on foreign exchange option		(7.5	)		-1.1	%		(0.05	)		(0.05	)		—			—			—			—			—			—			—			—
Exclude discrete tax adjustments		3.3			0.5	%		0.02			0.02			(4.8	)		-0.7	%		(0.03	)		(0.03	)		(2.8	)		-0.4	%		(0.02	)		(0.02	)
Non-GAAP tax adjustments		1.0			0.1	%		0.01			0.01			(3.5	)		-0.5	%		(0.02	)		(0.02	)		4.5			0.6	%		0.03			0.03
Convertible share adjustment (3)		—			—			—			—			—			—			—			—			—			—			—			0.01
Net income - non-GAAP	$	127.2			19.0	%	$	0.83		$	0.79		$	131.5			18.7	%	$	0.86		$	0.80		$	150.8			20.6	%	$	0.97		$	0.92
GAAP and non-GAAP weighted average common shares - basic		152.8												153.8												155.8
GAAP weighted average common shares - diluted		162.1												164.1												165.5
Exclude dilutive shares related to convertible note transaction		(0.2	)											(0.6	)											(1.2	)
Non-GAAP weighted average common shares - diluted		161.9												163.4												164.3

(1)Restructuring and other consists of:

	Quarter Ended
	December 31, 2023		October 1, 2023		December 31, 2022
Acquisition and divestiture related expenses	$	3.1	$	—	$	—
Employee severance		2.9		4.7		0.8
Contract termination		—		1.5		—
Gain on sale of asset		—		—		(3.4	)
Other		—		0.6		0.3
	$	6.0	$	6.9	$	(2.4	)

(2)For the quarters ended December 31, 2023, October 1, 2023 and December 31, 2022 adjustment to exclude actuarial (gain) loss recognized under GAAP in accordance with Teradyne’s mark-to-market pension accounting.

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(3)For the quarter ended December 31, 2022, the non-GAAP diluted EPS calculation adds back $0.2 million of convertible debt interest expense to non-GAAP net income. For the quarters ended December 31, 2023, October 1, 2023, and December 31, 2022, non-GAAP weighted average diluted common shares include 8.6 million, 9.2 million and 7.9 million shares, respectively, from the convertible note hedge transaction.

	Twelve Months Ended
	December 31, 2023		% of Net Revenues			December 31, 2022		% of Net Revenues
Net Revenues	$	2,676.3				$	3,155.0
Gross profit GAAP and non-GAAP		1,536.7		57.4	%		1,867.2		59.2	%
Income from operations - GAAP		501.1		18.7	%		831.9		26.4	%
Restructuring and other (1)		21.3		0.8	%		17.2		0.5	%
Acquired intangible assets amortization		19.0		0.7	%		19.3		0.6	%
Equity modification charge (2)		5.9		0.2	%		—		—
Income from operations - non-GAAP	$	547.3		20.4	%	$	868.4		27.5	%

							Net Income per Common Share												Net Income per Common Share
	December 31, 2023			% of Net Revenues			Basic			Diluted			December 31, 2022			% of Net Revenues			Basic			Diluted
Net income - GAAP	$	448.8			16.8	%	$	2.91		$	2.73		$	715.5			22.7	%	$	4.52		$	4.22
Restructuring and other (1)		21.3			0.8	%		0.14			0.13			17.2			0.5	%		0.11			0.10
Acquired intangible assets amortization		19.0			0.7	%		0.12			0.12			19.3			0.6	%		0.12			0.11
Equity modification charge (2)		5.9			0.2	%		0.04			0.04			—			—			—			—
Pension mark-to-market adjustment (3)		2.7			0.1	%		0.02			0.02			(25.6	)		-0.8	%		(0.16	)		(0.15	)
Gain on foreign exchange option		(7.5	)		-0.3	%		(0.05	)		(0.05	)		—			—			—			—
Exclude discrete tax adjustments		(3.4	)		-0.1	%		(0.02	)		(0.02	)		(12.1	)		-0.4	%		(0.08	)		(0.07	)
Non-GAAP tax adjustments		(7.7	)		-0.3	%		(0.05	)		(0.05	)		(1.4	)		0.0	%		(0.01	)		(0.01	)
Convertible share adjustment (4)		—			—			—			0.01			—			—			—			0.05
Net income - non-GAAP	$	479.1			17.9	%	$	3.10		$	2.93		$	712.9			22.6	%	$	4.50		$	4.25
GAAP and non-GAAP weighted average common shares - basic		154.3												158.4
GAAP weighted average common shares - diluted		164.3												169.7
Exclude dilutive shares from convertible note		(0.6	)											(1.8	)
Non-GAAP weighted average common shares - diluted		163.7												167.9

(1)Restructuring and other consists of:

	Twelve Months Ended
	December 31, 2023		December 31, 2022
Employee severance	$	14.8	$	2.9
Acquisition and divestiture related expenses		3.1		—
Contract termination		1.5		—
Litigation settlement		—		14.7
Gain on sale of asset		—		(3.4	)
Other		1.9		3.0
	$	21.3	$	17.2

(2)For the twelve months ended December 31, 2023, selling and administrative expenses include an equity charge of $5.9 million for the modification of Teradyne’s retired CEO’s outstanding equity awards in connection with his February 1, 2023 retirement.

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(3)For the twelve months ended December 31, 2023 and December 31, 2022, adjustment to exclude actuarial (gain) loss recognized under GAAP in accordance with Teradyne’s mark-to-market pension accounting.

(4)For the twelve months ended December 31, 2023 and December 31, 2022, the non-GAAP diluted EPS calculation adds back $0.2 million and $1.0 million, respectively, of convertible debt interest expense to non-GAAP net income. For the twelve months ended December 31, 2023 and December 31, 2022, non-GAAP weighted average diluted common shares include 8.9 million and 8.8 million shares, respectively, related to the convertible debt hedge transaction.

GAAP to Non-GAAP Reconciliation of First Quarter 2024 guidance:

GAAP and non-GAAP first quarter revenue guidance:	$540 million			to	$590 million
GAAP net income per diluted share	$	0.19			$	0.35
Exclude acquired intangible assets amortization		0.03				0.03
Exclude restructuring and other charges		0.01				0.01
Non-GAAP tax adjustments		(0.01	)			(0.01	)
Non-GAAP net income per diluted share	$	0.22			$	0.38

For press releases and other information of interest to investors, please visit Teradyne’s homepage at http://www.teradyne.com.

Contact:	Teradyne, Inc.
	Andy Blanchard 978-370-2425
	Vice President of Corporate Relations

XML

Document and Entity Information	Jan. 30, 2024
Cover [Abstract]
Entity Registrant Name	TERADYNE, INC.
Amendment Flag	false
Entity Central Index Key	0000097210
Document Type	8-K
Document Period End Date	Jan. 30, 2024
Entity Incorporation State Country Code	MA
Entity File Number	001-06462
Entity Tax Identification Number	04-2272148
Entity Address, Address Line One	600 Riverpark Drive
Entity Address, City or Town	North Reading
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01864
City Area Code	(978)
Local Phone Number	370-2700
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.125 per share
Trading Symbol	TER
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false