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 24, 2007

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))

Item 2.02 Results of Operations and Financial Condition.

On January 24, 2007, Teradyne, Inc. (“Teradyne”) issued a press release regarding its financial results for the quarter and fiscal year ended December 31, 2006. 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.

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

Exhibit No.	Description
99.1	Press Release dated January 24, 2007.

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 24, 2007

By:  /s/  Gregory R. Beecher                        

        Name: Gregory R. Beecher

        Title: V.P., Chief Financial Officer and Treasurer

Exhibit No.	Description
99.1	Press Release dated January 24, 2007.

EX-99.1

Exhibit 99.1

Teradyne Announces Fourth Quarter and Fiscal Year Results

NORTH READING, Mass. — (BUSINESS WIRE)—January 24, 2007 — Teradyne, Inc. reported sales of $263 million for the fourth quarter of 2006. Net income in the fourth quarter was $10.9 million, or $0.06 per diluted share, and $11.6 million or $0.06 per diluted share on a non-GAAP basis. Bookings for the fourth quarter were $287.5 million.

For fiscal 2006, sales were $1.38 billion. Net income for the year was $198.8 million or $1.01 per diluted share. Net income for the year from continuing operations was $202.6 million, or $1.03 per diluted share and $171.6 million, or $0.88 per diluted share on a non-GAAP basis. Bookings for the year were $1.29 billion.

“Despite continued low demand in the semiconductor test market in the fourth quarter, our results for the year as a whole were very solid,” said Michael Bradley, Teradyne president and CEO. “Our 2006 semiconductor test revenues grew significantly faster than the market, our Systems Test Group had very good performance and we achieved record free cash flow for the year. However, System On a Chip (SOC) test customers remain very cautious in the near-term as they digest their 2006 capacity additions.”

Sales in the first quarter of 2007 are expected to be between $245 million and $260 million, with earnings per diluted share between $0.00 and $0.03.

During the fourth quarter of 2006, Teradyne repurchased 2.1 million shares of its common stock for $28 million under its previously announced Stock Repurchase Program, bringing the total number of shares of common stock repurchased in fiscal 2006 to 10.6 million, for a total of $138 million.

Webcast

A webcast to discuss fourth quarter and fiscal year 2006 results, along with management’s outlook, will be held at 10 a.m. EST, Thursday, January 25, 2007. Interested investors should access the webcast at www.teradyne.com and click on “Investors” at least five minutes before the call begins. The webcast replay will be available on www.teradyne.com. In addition, a conference call replay will be available approximately two hours after the call. The replay number in the U.S. & Canada is 1-800-642-1687. The replay number outside the U.S. & Canada is 1-706-645-9291. The pass code for both numbers is 6116387. The replay will be available via phone and website through February 8, 2007.

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. Teradyne reports non-GAAP results in order to better assess and reflect operating performance. Management believes the non-GAAP measures help indicate Teradyne’s baseline performance before gains, losses or other charges that are considered by management to be outside Teradyne’s ongoing operating results. Teradyne believes these non-GAAP measures will aid investors’ overall understanding of its results by providing a higher degree of transparency for certain expenses and providing a level of disclosure that will help investors understand how Teradyne plans and measures its own business. A reconciliation of each 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 “Investors” and then selecting the “GAAP to Non-GAAP Reconciliation” link. 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, Inc.

Teradyne (NYSE:TER) is a leading supplier of Automatic Test Equipment used to test complex electronics used in the consumer electronics, automotive, computing, telecommunications, and aerospace and defense industries. In 2006, Teradyne had sales of $1.38 billion, and currently employs about 3,800 people worldwide. For more information, visit www.teradyne.com. Teradyne (R) is a registered trademark of Teradyne, Inc. in the U.S. and other countries. All product names are trademarks of Teradyne, Inc. (including its subsidiaries) or their respective owners.

Safe Harbor Statement

The forward-looking statements included in this release are made only as of the date of publication and Teradyne undertakes no obligation to update the information set forth in this release.

This release contains forward-looking statements regarding expected future revenues and earnings, future market conditions and business prospects. Such statements are based on the current assumptions and expectations of Teradyne’s management and are neither promises nor guarantees. You can generally identify these forward-looking statements based on the context of the statements and by the fact that they use words such as “will,” “anticipate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. There can be no assurance that management’s estimates of our 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 downturns in the semiconductor industry); the historically cyclical nature and volatility of the markets that we serve; 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 decision by customers to cancel or defer orders that previously had been accepted; reduced bookings; reductions or delays in capital investment by our customers; competitive pressures (including pricing and gross margin pressures); the risks of operating internationally (including political and economic instability and unexpected changes in legal and regulatory requirements and in policy changes affecting international markets); disruptions, delays or shortages in an adequate supply of raw materials, components or internal and external manufacturing capability; disruptions or delays in our supply chain; incoming quality of components or raw materials; insufficient or excess inventory; the effectiveness of our implementation of cost cutting and expense control measures (including facility consolidations, the centralization of certain shared services, seeking lower prices from suppliers and the outsourcing of selected manufacturing, information technology and engineering activities); the risks of potential environmental liability; any material litigation against Teradyne; the ability to attract and retain key employees; war or the threat of terrorist attacks; 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, our annual report on Form 10-K for the fiscal year ended December 31, 2005 and our periodic reports on Forms 10-Q and 8-K.

TERADYNE, INC. REPORT FOR FOURTH FISCAL QUARTER OF 2006

CONDENSED CONSOLIDATED OPERATING STATEMENTS

(In thousands, except per share amounts)

	Quarter Ended:									Year Ended:
	December 31, 2006			October 1, 2006			December 31, 2005			December 31, 2006			December 31, 2005
Net Revenues	$	263,147		$	359,122		$	345,151		$	1,376,818		$	1,075,232
Cost of Revenues (1) (2)		141,703			183,831			184,980			716,386			663,464
Gross Profit		121,444			175,291			160,171			660,432			411,768
Operating Expenses:
Engineering and Development (1)		49,638			53,289			49,770			208,702			223,015
Selling and Administrative (1)		69,460			71,774			60,972			289,006			252,807
Restructuring and Other, net (3)		1,810			(15,118	)		(10,393	)		(34,107	)		17,644
Operating Expenses		120,908			109,945			100,349			463,601			493,466
Income/(Loss) From Operations		536			65,346			59,822			196,831			(81,698	)
Interest Income		11,029			12,453			5,572			44,624			17,790
Interest Expense		(701	)		(3,518	)		(3,583	)		(11,060	)		(16,229	)
Income/(Loss) From Continuing Operations Before Income Taxes		10,864			74,281			61,811			230,395			(80,137	)
Income Tax Expense/(Benefit) (4)		(10	)		9,830			(27,814	)		27,752			(19,680	)
Net Income/(Loss) From Continuing Operations		10,874			64,451			89,625			202,643			(60,457	)
(Loss)/Income From Discontinued Operations (net of income tax provision of $0, $3,886, $262, $3,886, and $1,320 respectively) (4)		—			(3,886	)		(2,516	)		(3,886	)		14,152
Gain on disposal of discontinued operations (net of income tax provision of $30,979) (4)		—			—			136,953			—			136,953
Net Income	$	10,874		$	60,565		$	224,062		$	198,757		$	90,648
Net Income/(Loss) per Common Share from Continuing Operations:
Basic	$	0.06		$	0.33		$	0.46		$	1.04		$	(0.31	)
Diluted (5)	$	0.06		$	0.33		$	0.44		$	1.03		$	(0.31	)
Net Income per Common Share:
Basic	$	0.06		$	0.31		$	1.14		$	1.02		$	0.46
Diluted (5)	$	0.06		$	0.31		$	1.07		$	1.01		$	0.46
Shares used in calculation of Net Income/(Loss) per Common Share—Basic		189,093			193,563			196,919			194,729			196,283
Shares used in calculation of Net Income/(Loss) per Common Share—Diluted (5)		190,341			204,551			211,764			204,414			196,283
Gross Orders	$	290,419		$	239,153		$	385,955		$	1,299,789		$	1,185,822
Net Orders	$	287,489		$	239,153		$	377,635		$	1,294,421		$	1,170,593
(1) Includes the following amounts related to stock-based compensation:
	December 31, 2006			October 1, 2006			December 31, 2005			December 31, 2006			December 31, 2005
Cost of Revenues	$	1,179		$	1,165		$	290		$	4,687		$	290
Engineering and Development		1,922			1,902			137			7,647			137
Selling and Administrative		3,102			3,067			335			12,335			335
	$	6,203		$	6,134		$	762		$	24,669		$	762
(2) Cost of revenues includes an inventory provision of $8 million in the year ended December 31, 2006 and $38.5 million in the year ended December 31, 2005, for non-FLEX products in the Semiconductor Test Division.
(3) Restructuring and Other, net consists of:
	Quarter Ended:									Year Ended:
	December 31, 2006			October 1, 2006			December 31, 2005			December 31, 2006			December 31, 2005
Gain on Sale of Real Estate	$	(779	)	$	(16,583	)	$	(10,884	)	$	(39,098	)	$	(15,329	)
Severance		2,589			1,038			2,862			6,067			21,252
Facility Related		—			447			—			(821	)		2,311
Gain on Sale of Product Lines		—			(20	)		(2,752	)		(406	)		(4,068	)
Long-Lived Asset Impairment		—			—			164			50			10,231
Divestiture-Related Fees		—			—			—			—			3,078
Other		—			—			217			101			169
	$	1,810		$	(15,118	)	$	(10,393	)	$	(34,107	)	$	17,644
(4) Under GAAP in the quarter ended October 1, 2006 and year ended December 31, 2006, there was a tax benefit recorded in continuing operations for finalization of the 2005 U.S. tax losses, with an offsetting tax provision in discontinued operations. In the quarter and year ended December 31, 2005, there was a tax benefit recorded in continuing operations for the 2005 operating loss used as a result of the sale of TCS. There was an offsetting tax provision in the gain on sale of TCS included in discontinued operations.
(5) 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 and $0.98 per share per year.
	Quarter Ended:									Year Ended:
	December 31, 2006			October 1, 2006			December 31, 2005			December 31, 2006			December 31, 2005
Shares included in diluted shares		—			10,367			13,674			8,545			—
Net interest expense added back to net income	$	—		$	2,562		$	3,334		$	8,346		$	—

CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)

	December 31, 2006		December 31, 2005
Assets
Cash and Cash Equivalents	$	568,025	$	340,699
Marketable Securities		47,766		354,042
Accounts Receivable		158,939		232,462
Inventories		93,070		142,706
Other Current Assets		21,610		25,033
		889,410		1,094,942
Net Property, Plant and Equipment		366,349		421,286
Long-term Marketable Securities		328,827		232,952
Goodwill		69,147		69,147
Intangible and Other Assets		35,819		35,537
Retirement Plans Assets		31,503		5,868
	$	1,721,055	$	1,859,732
Liabilities
Current Portion of Long-term Debt	$	—	$	300,282
Accounts Payable		40,082		48,012
Accrued Employees’ Compensation and Withholdings		87,975		81,670
Deferred Revenue and Customer Advances		46,471		31,477
Other Accrued Liabilities		49,136		50,820
Income Taxes Payable		36,052		3,234
		259,716		515,495
Retirement Plans Liabilities		81,121		80,224
Other Long-term Debt		—		1,819
Other Long-term Liabilities		19,031		19,528
		359,868		617,066
Shareholders’ Equity		1,361,187		1,242,666
	$	1,721,055	$	1,859,732

GAAP to Non-GAAP Earnings Reconciliation

References by the Company to non-GAAP income from continuing operations and non-GAAP earnings per share refer to net income or earnings per share excluding restructuring and other, net, and certain inventory provisions, as well as adjustments to profit sharing and taxes due to these exclusions. GAAP requires that these items be included in determining Net Income/(Loss) and Net Income/(Loss) per share. Non-GAAP net income from continuing operations (which is the basis for non-GAAP earnings per share) gives an indication of Teradyne's baseline performance before gains, losses or other charges that are considered by management to be outside the Company's ongoing operating results. The Company believes these non-GAAP measures will aid investors' overall understanding of the Company's results by providing a higher degree of transparency for certain expenses and credits, through providing a level of disclosure that will help investors understand how the Company plans and measures its own business. However, the presentation of non-GAAP measures is not meant to be considered in isolation or as a substitute for, or superior to, financial information provided in accordance with GAAP.

	Quarter Ended:															Twelve Months Ended:
	December 31, 2006					October 1, 2006					December 31, 2005					December 31, 2006					December 31, 2005
(in millions, except per share data)
Gross Margin—GAAP	$	121.4		46.2	%	$	175.3		48.8	%	$	160.2		46.4	%	$	660.4		48.0	%	$	411.8		38.3	%
Inventory charge (1)		—					—					—					8.0					38.5
Gross Margin—Non-GAAP	$	121.4		46.2	%	$	175.3		48.8	%	$	160.2		46.4	%	$	668.4		48.5	%	$	450.3		41.9	%
Net Income/(Loss) from Continuing Operations—GAAP	$	10.9		4.1	%	$	64.5		17.9	%	$	89.6		26.0	%	$	202.6		14.7	%	$	(60.5	)	-5.6	%
Inventory charge (1)		—					—					—					8.0					38.5
Restructuring and Other, net (2)		1.8					(15.1	)				(10.4	)				(34.1	)				17.6
Profit sharing adjustment (3)		(0.3	)				0.2					—					(0.7	)				(7.9	)
Tax Benefit from disposal of TCS (4)		—					(3.9	)				(29.2	)				(3.9	)				(29.2	)
Income tax adjustment (5)		(0.8	)				0.3					0.3					(0.3	)				(0.2	)
Net Income/(Loss) from Continuing Operations—non-GAAP	$	11.6		4.4	%	$	46.0		12.8	%	$	50.3		14.6	%	$	171.6		12.5	%	$	(41.7	)	-3.9	%
GAAP Net Income/(Loss) from Continuing Operations per Common Share—Basic	$	0.06				$	0.33				$	0.46				$	1.04				$	(0.31	)
Non-GAAP Net Income/(Loss) from Continuing Operations per Common Share—Basic	$	0.06				$	0.24				$	0.26				$	0.88				$	(0.21	)
Shares used in calculation of Net Income/(Loss) per Common Share—Basic		189.1					193.6					196.9					194.7					196.3
GAAP Net Income/(Loss) from Continuing Operations per Common Share—Diluted(6)	$	0.06				$	0.33				$	0.44				$	1.03				$	(0.31	)
Non-GAAP Net Income/(Loss) from Continuing Operations per Common Share—Diluted(6)	$	0.06				$	0.24				$	0.25				$	0.88				$	(0.21	)
Shares used in calculation of GAAP Net Income/(Loss) from Continuing Operations per Common Share—Diluted (6)		190.3					204.6					211.8					204.4					196.3
Shares used in calculation of non-GAAP Net Income/(Loss) from Continuing Operations per Common Share—Diluted (6)		190.3					194.2					211.8					195.9					196.3
(1) Cost of revenues includes an inventory provision of $8 million in the year ended December 31, 2006 and $38.5 million in the year ended December 31, 2005, respectively, for non-FLEX products in the Semiconductor Test Division.
	Quarter Ended:															Twelve Months Ended:
	December 31, 2006					October 1, 2006					December 31, 2005					December 31, 2006					December 31, 2005
(2) Restructuring and Other, net consists of (in millions):
Gain on Sale of Real Estate	$	(0.8	)			$	(16.6	)			$	(10.9	)			$	(39.1	)			$	(15.3	)
Employee Severance		2.6					1.0					2.9					6.0					21.3
Facility Related		—					0.5					—					(0.8	)				2.3
Gain on Sale of Product Lines		—					—					(2.7	)				(0.4	)				(4.1	)
Divestiture-Related Fees		—					—					—					—					3.1
Long-Lived Asset Impairment		—					—					0.1					0.1					10.2
Other		—					—					0.2					0.1					0.1
	$	1.8				$	(15.1	)			$	(10.4	)			$	(34.1	)			$	17.6
(3) To adjust the profit sharing calculation in accordance with the profit sharing plan for the non-GAAP items.
(4) Under GAAP in the quarter ended October 1, 2006 and year ended December 31, 2006, there was a tax benefit recorded in continuing operations for finalization of the 2005 U.S. tax losses, with an offsetting tax provision in discontinued operations. In the quarter and year ended December 31, 2005, there was a tax benefit recorded in continuing operations for the 2005 operating loss used as a result of the sale of TCS. There was an offsetting tax provision in the gain on sale of TCS included in discontinued operations.
(5) To adjust the tax provision for the non-GAAP items. The quarter ended December 31, 2006 amount includes $0.4 million for a prior quarter tax adjustment related to a sale of real estate.
(6) 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 or $0.98 per share per year.
	Quarter Ended:															Twelve Months Ended:
	December 31, 2006					October 1, 2006					December 31, 2005					December 31, 2006					December 31, 2005
Shares included in diluted shares		—					10.4					13.7					8.5					—
Net interest expense added back to net income	$	—				$	2.6				$	3.3				$	8.3				$	—

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, 978-370-2425

V.P. Corporate Relations