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): October 19, 2004

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.)

321 Harrison Avenue, Boston, Massachusetts     02118

(Address of Principal Executive Offices)                 (Zip Code)

Registrant’s telephone number, including area code (617) 482-2700

(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))

Item 2.02. Results of Operations and Financial Condition.

On October 19, 2004, Teradyne, Inc. (the “Company”) issued a press release regarding its financial results for the quarter ended October 3, 2004. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

The exhibit listed below and in the accompanying Exhibit Index is furnished as a part of this Current Report on Form 8-K.

(c) Exhibits.

Exhibit No.	Description
99.1*	Press Release, dated October 19, 2004, of Teradyne, Inc.

*Furnished, not filed.

-2-

SIGNATURES

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

	TERADYNE, INC.
Dated: October 19, 2004	By:	/s/    Gregory R. Beecher
		Name: Gregory R. Beecher Title: V.P. & Chief Financial Officer

-3-

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated October 19, 2004, of Teradyne, Inc.

-4-

EX-99.1

Exhibit 99.1

Teradyne Announces Third Quarter Results

Business Editors/Technology Writers

BOSTON—(BUSINESS WIRE)—Oct. 19, 2004—Teradyne, Inc. reported sales of $457.8 million for the third quarter of 2004, and net income of $41.1 million, or $0.21 per share. Net orders for the quarter were $284.1 million.

“Our customers sharply lowered their capital spending in the third quarter, resulting in a significant reduction in our orders compared with the second quarter,” said Mike Bradley, Teradyne’s President and CEO. “We’re responding to this by lowering our shipment plan and reducing our costs in the fourth quarter. At the same time, we’re maintaining our investments in new products and customer support. Our guidance for the fourth quarter is for sales to be between $360 and $380 million, with earnings per share of between break-even and four cents.”

Conference Call/Webcast

Teradyne will be conducting its conference call tomorrow, October 20, 2004, at 10:00 a.m. E.D.T. The call will be webcast at www.teradyne.com (click on “Investors”). A replay will be available via phone starting at Noon E.D.T. and continuing through November 3, 2004. The replay may be accessed by calling 1-800-642-1687 in the US and Canada, or 706-645-9291 outside the US and Canada, and providing conference code 1164207, or by visiting www.teradyne.com and clicking on “Investors” for a link to the replay.

About Teradyne

Teradyne (NYSE:TER) is a leading supplier of Automatic Test Equipment, and interconnection systems. The company’s products deliver competitive advantage to the world’s leading semiconductor, electronics, automotive and network systems companies. In 2003, Teradyne had sales of $1.4 billion, and currently employs about 6300 people worldwide. For more information, visit www.teradyne.com. Teradyne(R) is a registered trademark of Teradyne, Inc. in the US and other countries. All product names are trademarks of Teradyne, Inc. (including its subsidiaries) or their respective owners.

Safe Harbor Statement

This release contains statements regarding expected future revenues and earnings and future market conditions which are “forward-looking statements” as defined under the Private Securities Litigation Reform Act of 1995. Such statements are based on the current assumptions and expectations of Teradyne’s management and are neither promises nor guarantees but involve risks and uncertainties, both known and unknown, that could cause Teradyne’s actual results to differ materially from those projected in the forward-looking statements. There can be no assurance that such estimates of future results will be achieved. Important factors that could cause actual results to differ materially from those presently expected include: adverse changes in general economic or market conditions, including market demand for electronics and the current downturn in the semiconductor industry; reductions or delays in capital investment by our customers; the decision by customers to cancel or defer orders that previously had been accepted; reduced bookings; the “hockey-stick” pattern of sales resulting in a disproportionately large percentage of total quarterly sales occurring in the last month and weeks of each quarter; the historically cyclical nature and volatility of the markets that Teradyne serves; war or the threat of terrorist attacks; disruptions or delays in Teradyne’s supply chain; new product development introductions and transitions and any delays; uncertainty of customer acceptance of new product offerings including the timing, price and mix of new product acceptance; competitive pressures including new products, pricing and gross margin pressures; the effectiveness of our implementation of cost cutting and expense control measures, including facility consolidations, employee reductions, the centralization of certain shared services, seeking lower prices from suppliers and the outsourcing of selected manufacturing and engineering activities; insufficient, excess or obsolete inventory; disruptions, delays or shortages in an adequate supply of raw materials, components or internal and external manufacturing capability; incoming quality of components or raw materials; the impact of our ability to manage the effects of past or future acquisitions or divestitures; the class action securities litigation brought against Teradyne and any other material litigation against Teradyne; the increase in our debt service obligations and debt to capital ratio resulting from our issuance of $400 million aggregate principal amount of senior convertible notes in 2001; the availability of additional financing; Teradyne’s obligations in the event of a change of control; the impact of being required to account for stock options as an expense; the ability to attract and retain key employees; the risks of potential environmental liability; the risks of operating internationally which include political and economic instability and unexpected changes in legal and regulatory requirements and in policy changes affecting international markets; and other events, factors and risks previously and from time to time disclosed in our filings with the Securities and Exchange Commission including, but not limited to, Teradyne’s annual report on Form 10-K for the period ending December 31, 2003 and quarterly reports on Form 10-Q including that for the quarter ended July 4, 2004. The “forward-looking statements” included herein are made only as of the date of publication and Teradyne undertakes no obligation to update the information set forth in this release.

Page 1

TERADYNE, INC. REPORT FOR THIRD FISCAL QUARTER OF 2004

CONDENSED CONSOLIDATED OPERATING STATEMENTS

(In thousands, except per share amounts)

	Quarter Ended:						Nine Months Ended:
	10/3/04			9/28/03			10/3/04			9/28/03
Net Revenues	$	457,800		$	329,172		$	1,414,866		$	995,277
Cost of Revenues		269,344			230,622			823,807			724,013
Gross Profit		188,456			98,550			591,059			271,264
Operating Expenses:
Engineering and Development		67,243			61,248			198,851			193,637
Selling and Administrative		70,270			60,062			206,503			188,976
Restructuring and Other Charges		(46	)		23,330			236			56,194
Gain on Sale of Business		—			—			(865	)		—
Operating Expenses		137,467			144,640			404,725			438,807
Income/(Loss) From Operations		50,989			(46,090	)		186,334			(167,543	)
Interest Income		3,784			3,510			10,845			10,988
Interest Expense		(4,696	)		(5,502	)		(14,223	)		(16,315	)
Other Income and Expense, Net		—			(3,232	)		1,277			(4,531	)
Income/(Loss) Before Income Taxes		50,077			(51,314	)		184,233			(177,401	)
Income Tax Expense (1)		8,928			2,200			22,344			5,100
Net Income/(Loss)	$	41,149		$	(53,514	)	$	161,889		$	(182,501	)
Income/(Loss) per Common Share—Basic and Diluted:
Net Income/(Loss) per Common Share—Basic	$	0.21		$	(0.28	)	$	0.83		$	(0.98	)
Shares used in calculation of Net Income/(Loss) per Common Share—Basic		194,128			189,479			193,998			186,611
Net Income/(Loss) per Common Share—Diluted	$	0.21		$	(0.28	)	$	0.81		$	(0.98	)
Shares used in calculation of Net Income/(Loss) per Common Share—Diluted (2)		195,751			189,479			213,137			186,611
Gross Orders	$	294,512		$	337,025		$	1,403,913		$	943,549
Net Orders	$	284,060		$	336,304		$	1,393,244		$	929,926

(1) Income Tax Expense for the quarter ended October 3, 2004 includes a $3 million IRS Settlement charge related to the closing out of the audits for tax years 1999 through 2001, and an increase in the estimated annual tax rate from 10% to 10.5%.

(2) Under GAAP, when calculating diluted earnings per share, convertible debentures must be assumed to have converted if the effect on EPS would be dilutive. For Teradyne, dilution occurs when earnings are greater than $0.24 per share per quarter. Accordingly, for the quarter ended October 3, 2004, diluted shares do not assume the conversion of the convertible debentures as the effect on EPS would be anti-dilutive. Diluted shares for the nine months ended October 3, 2004 assumes the conversion of the convertible debentures, as the effect of the conversion on EPS would be dilutive. Accordingly, 15.2 million shares have been included in diluted shares and net interest expense of $11.1 million has been added back to net income for the diluted earnings per share calculation.

Page 2

CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)

	10/3/04		12/31/03
Assets
Cash and Cash Equivalents	$	264,019	$	228,444
Marketable Securities		86,215		60,974
Accounts Receivable		255,519		229,532
Inventories		292,064		214,934
Other Current Assets		33,914		35,393
		931,731		769,277
Net Property, Plant and Equipment		546,826		544,369
Long-term Marketable Securities		325,385		296,618
Goodwill		116,176		118,203
Intangible and Other Assets		48,541		56,895
	$	1,968,659	$	1,785,362
Liabilities
Notes Payable—Banks	$	7,081	$	7,272
Current Portion of Long-term Debt		302		310
Accounts Payable		85,315		74,097
Accrued Employees' Compensation and Withholdings		93,589		91,244
Deferred Revenue and Customer Advances		36,624		25,391
Other Accrued Liabilities		70,227		75,125
Income Taxes Payable		19,012		7,376
		312,150		280,815
Pension Liability		76,373		93,878
Other Long-term Liabilities		47,437		53,441
Convertible Senior Notes (3)		391,500		400,000
Other Long-term Debt		7,364		7,658
		834,824		835,792
Shareholders' Equity		1,133,835		949,570
	$	1,968,659	$	1,785,362

(3) During the quarter ended October 3, 2004, $8.5 million of the Convertible Senior Notes were purchased on the open market. No gain was recognized on the purchase of the Notes.

For press releases and other information of interest to investors, please visit Teradyne's homepage on the World Wide Web at http://www.teradyne.com.

Contact:    Teradyne, Inc.

Tom Newman, 617-422-2425

Page 3