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 22, 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 October 22, 2008, Teradyne, Inc. (“Teradyne”) issued a press release regarding its financial results for the third quarter ended September 28, 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 October 22, 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: October 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 October 22, 2008.

EX-99.1

Exhibit 99.1

Teradyne Announces Third Quarter, 2008 Results

NORTH READING, Mass. — (BUSINESS WIRE) —Oct. 22, 2008—

Teradyne, Inc. reported sales of $297 million in the third quarter of 2008. Income from continuing operations in the quarter was $15.1 million, or $0.09 per diluted share on a non-GAAP basis, and the loss from continuing operations was $23.5 million or $0.14 per diluted share on a GAAP basis. Bookings for the third quarter were $198 million.

“The current economic unrest has rippled very quickly through the semiconductor sector, and is now affecting System-On-a-Chip test buying,” said Mike Bradley, Teradyne president and CEO. “While Integrated Device Manufacturers’ capital spending held up through the third quarter, our Outsourced Semiconductor Assembly and Test customers had a strong pull-back in capacity additions. We’re not expecting any short-term rebound, so our fourth quarter guidance has been adjusted accordingly. In addition we’re scaling back our spending in anticipation of this uncertain environment. Our priorities remain focused on customer support, new product development and continued improvement in our over-the-cycle financial performance.”

Guidance for the fourth quarter of 2008, excluding the impact of the pending Eagle Test Systems acquisition, is for sales of $190 million to $220 million, with a loss per share between $0.07 and $0.18 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 third quarter 2008 results and management’s business outlook will be held at 10 a.m. Eastern Time, Thursday, October 23. 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 replay will be available within approximately 24 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 68771031. The replay will be available via phone and website through November 6.

Non-GAAP Results and Guidance

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 may not be indicative of our current core business or future outlook. 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 for restructuring and other charges, net, as well as intangible asset amortization expense. 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^® 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 or other forward looking statements 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 including uncertainties related to the global economy in general; continued volatility and further deterioration in the financial markets, including uncertainties and disruptions in credit markets and the availability of credit; delays in new product introductions; decreased product demand; lack of customer acceptance of new products; the ability to realize synergies and cost savings from the integration of Nextest Systems Corporation and (once acquired) Eagle Test Systems with Teradyne’s existing operations; the ability to consummate the planned acquisition of Eagle Test Systems, Inc. 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 THIRD FISCAL QUARTER OF 2008

CONDENSED CONSOLIDATED OPERATING STATEMENTS

(In thousands, except per share amounts)

	Quarter Ended:									Nine Months Ended:
	September 28, 2008			June 29, 2008			September 30, 2007			September 28, 2008			September 30, 2007
Net Revenues	$	297,255		$	317,705		$	299,461		$	912,275		$	841,864
Cost of Revenues (1)(2)(3)		169,325			163,857			155,215			491,994			447,001
Gross Profit		127,930			153,848			144,246			420,281			394,863
Operating Expenses:
Engineering and Development (3)		52,969			56,154			52,245			164,272			153,924
Selling and Administrative (3)		58,614			65,463			62,178			189,298			187,307
Acquired Intangible Asset Amortization		5,034			4,774			954			13,671			2,820
In-process Research and Development		—			—			—			1,100			16,700
Restructuring and Other, net (4)		28,589			12,726			(3,119	)		53,100			(304	)
Operating Expenses		145,206			139,117			112,258			421,441			360,447
(Loss)/Income from Operations		(17,276	)		14,731			31,988			(1,160	)		34,416
Interest & Other, net (5)		(3,111	)		2,448			7,927			4,419			29,870
(Loss)/Income from Continuing Operations Before Income Taxes		(20,387	)		17,179			39,915			3,259			64,286
Income Tax Provision		3,070			6,100			4,717			13,270			9,556
(Loss)/Income from Continuing Operations		(23,457	)		11,079			35,198			(10,011	)		54,730
Income from Discontinued Operations Before Income Taxes		768			—			6,084			768			6,795
Income Tax Provision		—			—			293			—			518
Income from Discontinued Operations		768			—			5,791			768			6,277
Net (Loss)/Income	$	(22,689	)	$	11,079		$	40,989			(9,243	)	$	61,007
(Loss)/Income per Common Share from Continuing Operations:
Basic	$	(0.14	)	$	0.06		$	0.19		$	(0.06	)	$	0.29
Diluted	$	(0.14	)	$	0.06		$	0.19		$	(0.06	)	$	0.29
Net (Loss)/Income per Common Share:
Basic	$	(0.13	)	$	0.06		$	0.22		$	(0.05	)	$	0.33
Diluted	$	(0.13	)	$	0.06		$	0.22		$	(0.05	)	$	0.32
Weighted Average Common Shares—Basic		168,769			170,644			183,566			171,058			187,527
Weighted Average Common Shares—Diluted		168,769			174,096			185,298			171,058			189,222
Net Orders	$	198,072		$	307,940		$	273,332		$	827,067		$	825,860
(1)    For the quarter ended September 28, 2008 and nine months ended September 28, 2008, Cost of Revenues includes a provision of $20.6 million for excess inventory in the Semiconductor Test Division. (2)    For the quarter ended September 28, 2008, nine months ended September 28, 2008 and nine months ended September 30, 2007, cost of revenues included credits of $0.5 million, $1.4 million and $0.5 million, respectively, related to previously written off inventory in the Semiconductor Test Division. For the nine months ended September 28, 2008, cost of revenues also included an added cost of $4.3 million for Nextest inventory step-up as a result of purchase accounting. (3)    Includes the following amounts related to stock-based compensation:
	September 28, 2008			June 29, 2008			September 30, 2007			September 28, 2008			September 30, 2007
Cost of Revenues	$	796		$	898		$	1,059		$	2,557		$	3,732
Engineering and Development		1,626			1,809			1,729			5,067			6,091
Selling and Administrative		2,665			2,960			2,789			8,285			9,822
	$	5,087		$	5,667		$	5,577		$	15,909		$	19,645
(4)    Restructuring and Other, net consists of:
	Quarter Ended:									Nine Months Ended:
	September 28, 2008			June 29, 2008			September 30, 2007			September 28, 2008			September 30, 2007
Loss/(Gain) on Sale of Real Estate	$	22,565		$	(1,682	)	$	(3,628	)	$	20,883		$	(3,597	)
Facility Related		3,404			8,348			—			16,424			(16	)
Employee Severance		2,620			5,510			2,291			15,243			5,997
Long-Lived Asset Impairment		—			550			—			550			—
Insurance Gain from Taiwan fire		—			—			(1,782	)		—			(1,782	)
Gain on Sale of Product Lines		—			—			—			—			(906	)
	$	28,589		$	12,726		$	(3,119	)	$	53,100		$	(304	)
(5)    For the quarter and nine months ended September 28, 2008, Interest and Other, net included an $8.5 million other-than-temporary impairment of marketable securities, $2.8 million gain on sale of an equity investment, $1.4 million gain on life insurance and a $1.2 million charge for acquisition financing fees. For the nine months ended September 30, 2007, Interest and Other, net included a $1.8 million gain for the recognition of fair value of an asset related to an equity investment.

CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)

	September 28, 2008		December 31, 2007
Assets
Cash and Cash Equivalents	$	292,573	$	562,371
Marketable Securities		15,502		75,593
Accounts Receivable		193,870		189,487
Inventories		120,647		80,313
Deferred Tax Assets		30,814		3,216
Prepayments and Other Current Assets		44,088		33,953
		697,494		944,933
Net Property, Plant and Equipment		295,168		352,707
Long-term Marketable Securities		159,901		104,978
Goodwill		242,521		69,147
Intangible and Other Assets		116,661		30,847
Retirement Plans Assets		48,854		46,396
Long-term Deferred Tax Assets		—		6,280
	$	1,560,599	$	1,555,288
Liabilities
Accounts Payable		64,206		57,426
Accrued Employees' Compensation and Withholdings		62,664		71,691
Deferred Revenue and Customer Advances		67,794		41,928
Other Accrued Liabilities		54,800		47,002
Income Taxes Payable		238		5,187
		249,702		223,234
Retirement Plans Liabilities		74,958		80,388
Deferred Tax Liabilities		21,351		—
Other Long-term Liabilities		27,056		22,492
		373,067		326,114
Shareholders' Equity		1,187,532		1,229,174
	$	1,560,599	$	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 continuing operations or income per common share from continuing operations excluding in-process research and development, restructuring and other, net, certain inventory provision reversals and fair value inventory step-up related to Nextest, certain interest and other, net, and acquired intangible asset amortization, as well as applicable adjustments to profit sharing and income taxes due to these exclusions. GAAP requires that these items be included in determining income from continuing operations. 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 may not be indicative of our current core business or future outlook. 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 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:															Nine Months Ended:
	September 28, 2008					June 29, 2008					September 30, 2007					September 28, 2008					September 30, 2007
(in millions, except per share data)
Net Revenues	$	297.3				$	317.7				$	299.5				$	912.3				$	841.9
Gross Margin - GAAP (1)	$	127.9		43.0	%	$	153.8		48.4	%	$	144.2		48.2	%	$	420.3		46.1	%	$	394.9		46.9	%
Nextest inventory step-up reversal (2)		—					—					—					4.3					—
Inventory provision reversal (3)		(0.5	)				—					—					(1.4	)				(0.5	)
Gross Margin - non-GAAP	$	127.4		42.9	%	$	153.8		48.4	%	$	144.2		48.2	%	$	423.2		46.4	%	$	394.4		46.8	%
(Loss)/Income from Operations - GAAP	$	(17.3	)	-5.8	%	$	14.7		4.6	%	$	32.0		10.7	%	$	(1.2	)	-0.1	%	$	34.4		4.1	%
Restructuring and other, net (4)		28.6					12.7					(3.1	)				53.1					(0.3	)
Acquired intangible asset amortization		5.0					4.8					1.0					13.7					2.8
Inventory provision reversal (3)		(0.5	)				—					—					(1.4	)				(0.5	)
Nextest inventory step-up reversal (2)		—					—					—					4.3					—
In-process research and development (5)		—					—					—					1.1					16.7
Profit sharing adjustment (6)		—					(0.7	)				—					(1.5	)				(1.6	)
Income from Operations - non-GAAP	$	15.8		5.3	%	$	31.5		9.9	%	$	29.9		10.0	%	$	68.1		7.5	%	$	51.5		6.1	%
(Loss)/Income from Continuing Operations - GAAP	$	(23.5	)	-7.9	%	$	11.1		3.5	%	$	35.2		11.8	%	$	(10.0	)	-1.1	%	$	54.7		6.5	%
Restructuring and other, net (4)		28.6					12.7					(3.1	)				53.1					(0.3	)
Acquired intangible asset amortization		5.0					4.8					1.0					13.7					2.8
Interest and other, net (7)		5.5					—					—					5.5					(1.8	)
Inventory provision reversal (3)		(0.5	)				—					—					(1.4	)				(0.5	)
Nextest inventory step-up reversal (2)		—					—					—					4.3					—
In-process research and development (5)		—					—					—					1.1					16.7
Profit sharing adjustment (6)		—					(0.7	)				—					(1.5	)				(1.6	)
Income tax adjustment (8)		—					0.2					(0.4	)				0.2					(0.3	)
Income from Continuing Operations - non-GAAP	$	15.1		5.1	%	$	28.1		8.8	%	$	32.7		10.9	%	$	65.0		7.1	%	$	69.7		8.3	%
GAAP (Loss)/Income per Common Share from Continuing Operations - Basic	$	(0.14	)			$	0.06				$	0.19				$	(0.06	)			$	0.29
Non-GAAP Income per Common Share from Continuing Operations - Basic	$	0.09				$	0.16				$	0.18				$	0.38				$	0.37
GAAP and Non-GAAP Weighted Average Common Shares - Basic		168.8					170.6					183.6					171.1					187.5
GAAP (Loss)/ Income per Common Share from Continuing Operations - Diluted	$	(0.14	)			$	0.06				$	0.19				$	(0.06	)			$	0.29
Non-GAAP Income per Common Share from Continuing Operations - Diluted	$	0.09				$	0.16				$	0.18				$	0.37				$	0.37
GAAP Weighted Average Common Shares - Diluted		168.8					174.1					185.3					171.1					189.2
Non-GAAP Weighted Average Common Shares - Diluted		170.3					174.1					185.3					173.4					189.2
(1)    For the quarter ended September 28, 2008 and nine months ended September 28, 2008, Gross Margin includes a provision for excess inventory in the Semiconductor Test Division.
(2)    Reversal of Nextest purchase accounting inventory step-up.
(3)    Reversal of previously written off inventory for non-FLEX products in the Semiconductor Test Division.
(4)    Restructuring and other, net consists of (in millions):
	Quarter Ended:															Nine Months Ended:
	September 28, 2008					June 29, 2008					September 30, 2007					September 28, 2008					September 30, 2007
Loss/(Gain) on sale of real estate	$	22.6				$	(1.7	)			$	(3.6	)			$	20.9				$	(3.6	)
Facility related		3.4					8.3					—					16.4					—
Employee severance		2.6					5.5					2.3					15.2					6.0
Long-lived asset impairment		—					0.6					—					0.6					—
Insurance gain from Taiwan fire		—					—					(1.8	)				—					(1.8	)
Gain on sale of product lines		—					—					—					—					(0.9	)
	$	28.6				$	12.7				$	(3.1	)			$	53.1				$	(0.3	)
(5)    For the nine months ended September 28, 2008, in-process research and development included a charge related to the Nextest acquisition. For the nine months ended September 30, 2007, in-process research and development included a charge from the acquisition of enabling test technology from MOSAID Technologies.
(6)    Profit sharing adjustment for non-GAAP items.
(7)    For the quarter and nine months ended September 28, 2008, Interest and Other, net included other-than-temporary impairment of marketable securities, gain on sale of an equity investment, gain on life insurance and a charge for acquisition financing fees. For the nine months ended September 30, 2007, Interest and Other, net included a recognition of fair value of an asset related to an equity investment.
(8)    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