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): July 23, 2008

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 July 23, 2008, Teradyne, Inc. (“Teradyne”) issued a press release regarding its financial results for the second quarter ended June 29, 2008. Teradyne’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
99.1	Press Release dated July 23, 2008.

SIGNATURES

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

	TERADYNE, INC.
Dated: July 23, 2008	By:	/s/ Gregory R. Beecher
	Name:	Gregory R. Beecher
	Title:	V.P., Chief Financial Officer and Treasurer

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated July 23, 2008.

EX-99.1

Exhibit 99.1

July 23, 2008 06:38 PM Eastern Daylight Time

Teradyne Announces Second Quarter, 2008 Results

NORTH READING, Mass. — (BUSINESS WIRE) — Teradyne, Inc. reported sales of $318 million in the second quarter of 2008. Net income for the second quarter was $28.1 million, or $0.16 per diluted share, on a non-GAAP basis, and $11.1 million or $0.06 per diluted share on a GAAP basis. Bookings for the second quarter were $308 million.

“Our System-On-a-Chip (SOC) test business further strengthened in the second quarter, driven by record first-half demand in wireless test applications, however we saw a softening in memory test capacity-driven orders,” said Mike Bradley Teradyne president and CEO. “Overall, our roll-out of new SOC test products is on track for the year.”

Guidance for the third quarter of 2008 is for sales of $290 million to $310 million, with earnings per diluted share between $0.10 and $0.15 on a non-GAAP basis. Non-GAAP guidance excludes restructuring and other charges, net, as well as acquired intangible asset amortization.

Webcast

A webcast to discuss second quarter 2008 results and management’s business outlook will be held at 10 a.m. Eastern Time, Thursday, July 24. 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 800-642-1687. The replay number outside the U.S. & Canada is 706-645-9291. The pass code for both numbers is 12340. The replay will be available via phone and website through August 7.

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. Teradyne’s earnings per share guidance is only provided on a non GAAP basis due to the difficulty in forecasting and

quantifying the amounts that would be required to be included in the GAAP measure. Although Teradyne expects certain known charges, such as intangible asset amortization expense, other additional charges excluded from the non-GAAP measure are difficult to predict and estimate and are primarily dependent on future events and unknown factors, such as the sale of a facility. 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 “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 2007, Teradyne had sales of $1.1 billion and currently employs about 3,600 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. Teradyne disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.

This release contains forward-looking statements regarding future business prospects and market conditions. 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: conditions affecting the markets in which Teradyne operates; delays in new product introductions; lack of customer acceptance of new products; the ability to realize synergies and cost savings from the integration of Nextest Systems Corporation with Teradyne’s existing operations; and other events, factors and risks previously and from time to time disclosed in

filings with the SEC, including, but not limited to, Teradyne’s annual report on Form 10-K for the fiscal year ended December 31, 2007.

TERADYNE, INC. REPORT FOR SECOND FISCAL QUARTER OF 2008

CONDENSED CONSOLIDATED OPERATING STATEMENTS

(In thousands, except per share amounts)

	Quarter Ended:								Six Months Ended:
	June 29, 2008			March 30, 2008		July 1, 2007			June 29, 2008			July 1, 2007
Net Revenues (1)	$	317,705		$	297,315	$	288,710		$	615,020		$	542,403
Cost of Revenues (2)(3)		163,857			158,812		151,490			322,669			291,786
Gross Profit		153,848			138,503		137,220			292,351			250,617
Operating Expenses:
Engineering and Development (2)		56,154			55,149		52,417			111,303			101,679
Selling and Administrative (2)		65,463			65,221		62,182			130,684			125,129
Acquired Intangible Asset Amortization		4,774			3,863		955			8,637			1,866
In-process Research and Development (4)		—			1,100		—			1,100			16,700
Restructuring and Other, net (5)		12,726			11,785		568			24,511			2,815
Operating Expenses		139,117			137,118		116,122			276,235			248,189
Income from Operations		14,731			1,385		21,098			16,116			2,428
Interest & Other, net (6)		2,448			5,082		9,602			7,530			21,943
Income from Continuing Operations Before Income Taxes		17,179			6,467		30,700			23,646			24,371
Income Tax Provision		6,100			4,100		3,454			10,200			4,839
Income from Continuing Operations		11,079			2,367		27,246			13,446			19,532
Income from Discontinued Operations		—			—		618			—			711
Income Tax Provision		—			—		210			—			225
Income from Discontinued Operations		—			—		408			—			486
Net Income	$	11,079		$	2,367	$	27,654			13,446		$	20,018
Income per Common Share from Continuing Operations:
Basic	$	0.06		$	0.01	$	0.14		$	0.08		$	0.10
Diluted	$	0.06		$	0.01	$	0.14		$	0.08		$	0.10
Net Income per Common Share:
Basic	$	0.06		$	0.01	$	0.15		$	0.08		$	0.11
Diluted	$	0.06		$	0.01	$	0.14		$	0.08		$	0.10
Weighted Average Common Shares - Basic		170,644			173,762		189,391			172,203			189,508
Weighted Average Common Shares - Diluted		174,096			175,722		191,405			174,909			191,184
Net Orders	$	307,940		$	321,055	$	306,553		$	628,995		$	552,528
(1)    For the quarters ended June 29, 2008 and March 30, 2008, net revenues excluded $3 million and $4 million, respectively, of Nextest revenue, that would otherwise be recognized except for purchase accounting effects on acquired deferred revenue. The quarter ended June 29, 2008 includes three months of Nextest’s results and cost structure and the quarter ended March 30, 2008 only includes two months. (2)    Includes the following amounts related to stock-based compensation:
	June 29, 2008			March 30, 2008		July 1, 2007			June 29, 2008			July 1, 2007
Cost of Revenues	$	898		$	863	$	1,289		$	1,761		$	2,673
Engineering and Development		1,809			1,632		2,103		$	3,441			4,362
Selling and Administrative		2,960			2,660		3,391			5,620			7,033
	$	5,667		$	5,155	$	6,783		$	10,822		$	14,068
(3)    For the quarter ended March 30, 2008 and six months ended June 29, 2008, cost of revenues included a credit of $0.9 million related to previously written off inventory in the Semiconductor Test Division and a charge of $4.3 million to adjust Nextest acquired inventory to fair value. (4)    For the quarter ended March 30, 2008 and six months ended June 29, 2008, in-process research and development included a charge related to the Nextest acquisition. For the six months ended July 1, 2007, in-process research and development included a charge from the acquisition of enabling test technology from MOSAID Technologies. (5)    Restructuring and Other, net consists of:
	Quarter Ended:								Six Months Ended:
	June 29, 2008			March 30, 2008		July 1, 2007			June 29, 2008			July 1, 2007
Facility Related	$	8,348		$	4,672	$	(52	)	$	13,020		$	(16	)
Employee Severance		5,510			7,113		1,505			12,623			3,706
(Gain)/Loss on Sale of Real Estate		(1,682	)		—		21			(1,682	)		31
(Gain) on Sale of Product Lines		—			—		(906	)		—			(906	)
Long-Lived Asset Impairment		550			—		—			550			—
	$	12,726		$	11,785	$	568		$	24,511		$	2,815
(6)    For the six months ended July 1, 2007, interest and other, net included income of $1.8 million for the recognition of fair value of an asset related to an equity investment.

CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)

	June 29, 2008		December 31, 2007
Assets
Cash and Cash Equivalents	$	286,094	$	562,371
Marketable Securities		19,780		75,593
Accounts Receivable		212,458		189,487
Inventories		118,441		80,313
Deferred Tax Asset		30,779		3,216
Prepayments and Other Current Assets		39,805		33,953
		707,357		944,933
Net Property, Plant and Equipment		353,105		352,707
Long-term Marketable Securities		108,462		104,978
Goodwill		241,730		69,147
Intangible and Other Assets		122,225		30,847
Retirement Plans Assets		48,028		46,396
Long-term Deferred Tax Assets		—		6,280
	$	1,580,907	$	1,555,288
Liabilities
Accounts Payable		80,456		57,426
Accrued Employees’ Compensation and Withholdings		70,991		71,691
Deferred Revenue and Customer Advances		53,781		41,928
Other Accrued Liabilities		46,330		47,002
Income Taxes Payable		2,366		5,187
		253,924		223,234
Retirement Plans Liabilities		77,876		80,388
Deferred Tax Liabilities		20,495		—
Other Long-term Liabilities		30,705		22,492
		383,000		326,114
Shareholders’ Equity		1,197,907		1,229,174
	$	1,580,907	$	1,555,288

GAAP to Non-GAAP Earnings Reconciliation

References by the Company to non-GAAP income and non-GAAP income per share refer to income from operations, income from continuing operations or income per common share from continuing operations excluding in-process research and development, restructuring and other, net, certain inventory provisions and fair value adjustment related to Nextest, interest and other, net, and acquired intangible asset amortization, as well as adjustments to profit sharing and income taxes due to these exclusions. GAAP requires that these items be included in determining income from operations and income from continuing operations. Non-GAAP income from operations and non-GAAP income from continuing operations (which is the basis for non-GAAP income 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 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:															Six Months Ended:
	June 29, 2008					March 30, 2008					July 1, 2007					June 29, 2008					July 1, 2007
(in millions, except per share data)
Net Revenues	$	317.7				$	297.3				$	288.7				$	615.0				$	542.4
Gross Margin - GAAP	$	153.8		48.4	%	$	138.5		46.6	%	$	137.2		47.5	%	$	292.4		47.5	%	$	250.6		46.2	%
Nextest inventory fair value adjustment reversal (1)		—					4.3					—					4.3					—
Inventory provision reversal (2)		—					(0.9	)				(0.5	)				(0.9	)				(0.5	)
Gross Margin - non-GAAP	$	153.8		48.4	%	$	141.9		47.7	%	$	136.7		47.4	%	$	295.8		48.1	%	$	250.1		46.1	%
Income from Operations - GAAP	$	14.7		4.6	%	$	1.4		0.5	%	$	21.1		7.3	%	$	16.1		2.6	%	$	2.4		0.4	%
Restructuring and other, net (3)		12.7					11.8					0.6					24.5					2.8
Acquired intangible asset amortization		4.8					3.9					1.0					8.6					1.9
Nextest inventory fair value adjustment reversal (1)		—					4.3					—					4.3					—
In-process research and development (4)		—					1.1					—					1.1					16.7
Inventory provision reversal (2)		—					(0.9	)				(0.5	)				(0.9	)				(0.5	)
Interest and Other, net (5)		—					—					—					—					(1.8	)
Profit sharing adjustment (6)		(0.7	)				(0.8	)				(0.1	)				(1.5	)				(1.9	)
Income from Operations - Non-GAAP	$	31.5		9.9	%	$	20.8		7.0	%	$	22.1		7.7	%	$	52.2		8.5	%	$	19.6		3.6	%
Income from Continuing Operations - GAAP	$	11.1		3.5	%	$	2.4		0.8	%	$	27.2		9.4	%	$	13.4		2.2	%	$	19.5		3.6	%
Restructuring and other, net (3)		12.7					11.8					0.6					24.5					2.8
Acquired intangible asset amortization		4.8					3.9					1.0					8.6					1.9
Nextest inventory fair value adjustment reversal (1)		—					4.3					—					4.3					—
In-process research and development (4)		—					1.1					—					1.1					16.7
Inventory provision reversal (2)		—					(0.9	)				(0.5	)				(0.9	)				(0.5	)
Interest and Other, net (5)		—					—					—					—					(1.8	)
Profit sharing adjustment (6)		(0.7	)				(0.8	)				(0.1	)				(1.5	)				(1.9	)
Income tax adjustment (7)		0.2					—					—					0.2					0.1
Income from Continuing Operations - non-GAAP	$	28.1		8.8	%	$	21.8		7.3	%	$	28.2		9.8	%	$	49.7		8.1	%	$	36.8		6.8	%
GAAP Income per Common Share from Continuing Operations- Basic	$	0.06				$	0.01				$	0.14				$	0.08				$	0.10
Non-GAAP Income per Common Share from Continuing Operations - Basic	$	0.16				$	0.13				$	0.15				$	0.29				$	0.19
GAAP Weighted Average Common Shares - Basic		170.6					173.8					189.4					172.2					189.5
GAAP Income per Common Share from Continuing Operations - Diluted	$	0.06				$	0.01				$	0.14				$	0.08				$	0.10
Non-GAAP Income per Common Share from Continuing Operations - Diluted	$	0.16				$	0.12				$	0.15				$	0.28				$	0.19
GAAP Weighted Average Common Shares - Diluted		174.1					175.7					191.4					174.9					191.2
(1)     Reversal of a charge adjusting Nextest acquired inventory to fair value.
(2)     Reversal of previously written off inventory for non-FLEX products in the Semiconductor Test Division.
(3)     Restructuring and other, net consists of (in millions):
	Quarter Ended:															Six Months Ended:
	June 29, 2008					March 30, 2008					July 1, 2007					June 29, 2008					July 1, 2007
Facility related	$	8.3				$	4.7				$	—				$	13.0				$	—
Employee severance		5.5					7.1					1.5					12.6					3.7
Gain on Sale of Real Estate		(1.7	)				—					—					(1.7	)				—
Gain on Sale of Product Lines		—					—					(0.9	)				—					(0.9	)
Long-Lived Asset Impairment		0.6					—					—					0.6					—
	$	12.7				$	11.8				$	0.6				$	24.5				$	2.8
(4)     For the quarter ended March 30, 2008 and six months ended June 29, 2008, in-process research and development included a charge related to the Nextest acquisition. For the six months ended July 1, 2007, in-process research and development included a charge from the acquisition of enabling test technology from MOSAID Technologies. (5)     Recognition of fair value of an asset related to an equity investment. (6)     Profit sharing adjustment for non-GAAP items. (7)     Income tax adjustment for non-GAAP items.

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.

Contacts   

Teradyne, Inc.

Tom Newman, 978-370-2425

Vice President of Corporate Relations