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 28, 2010

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 28, 2010, Teradyne, Inc. (“Teradyne”) issued a press release regarding its financial results for the second quarter ended July 4, 2010. 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 28, 2010.

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 29, 2010	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 28, 2010.

EX-99.1

Exhibit 99.1

Teradyne Reports Second Quarter 2010 Results

— Q2’10 revenue of $455 million, up 38% from Q1’10 and up 168% from Q2’09

— Q2’10 diluted non-GAAP income of $0.69 per share, up from non-GAAP income of $0.33 per share in Q1’10 and up from a non-GAAP loss of $0.21 per share in Q2’09; Q2’10 diluted GAAP income of $0.55 per share

— Q3’10 guidance: Revenue of $490 million to $520 million: Diluted non-GAAP income of $0.75 to $0.83 per share; Diluted GAAP income of $0.60 to $0.67 per share

NORTH READING, Mass. — July 28, 2010 — Teradyne, Inc. (NYSE: TER) reported revenue of $455 million for the second quarter of 2010 of which $413 million was in Semiconductor Test and $42 million in Systems Test Group. On a non-GAAP basis, Teradyne’s net income in the second quarter was $133.7 million, or $0.69 per diluted share, which excluded acquired intangible asset amortization, non-cash convertible debt interest and restructuring and other charges. GAAP net income for the second quarter was $122.1 million, or $0.55 per diluted share.

Bookings in the second quarter of 2010 were $512 million of which $466 million were in Semiconductor Test and $46 million in the Systems Test Group.

Guidance for the third quarter of 2010 is revenue of $490 million to $520 million, with non-GAAP net income per diluted share of $0.75 to $0.83 and GAAP net income per diluted share of $0.60 to $0.67. Non-GAAP guidance excludes acquired intangible asset amortization, non-cash convertible debt interest and restructuring and other charges.

“We delivered our highest earnings in a decade in the second quarter driven by continued revenue and order growth in Semiconductor Test, and are poised to surpass that mark in the third quarter,” said Mike Bradley, Teradyne president and CEO. “We’ve reached new order highs for all of our System on a Chip (SOC) test products, continuing our market share gains of the last few years. While the memory test market is on a slower recovery path than SOC, we logged additional high speed memory production test orders and expect continued improvement in memory in the coming quarters.”

Webcast

A webcast to discuss second quarter results, along with management’s business outlook will be held at 10 a.m. EDT, Thursday, July 29, 2010. 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 89233317. The replay will be available via phone and web site through August 14, 2010.

Teradyne Reports Second Quarter 2010 Results

Page 2

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/(loss) from operations and non-GAAP net income/(loss) exclude goodwill impairment, in-process research and development, non- cash convertible debt interest, write-off of credit line debt issue costs, restructuring and other, net, fair value inventory step-up related to Nextest and Eagle Test, (losses)/gains on marketable securities and acquired intangible asset amortization, as well as applicable adjustments to profit sharing (prior to January 1, 2010) and income taxes due to these exclusions. GAAP requires that these items be included in determining income/(loss) from operations and net income/(loss). Non-GAAP income/(loss) from operations, non-GAAP net income/(loss), non-GAAP income/(loss) from operations and non-GAAP net income/(loss) as a percentage of revenue, and non-GAAP net income/(loss) per share are non-GAAP 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 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 gross margin excludes charges related to the fair value inventory step-up recorded as part of acquisition purchase accounting. GAAP requires that this item be included in determining gross margin. Non-GAAP gross margin dollar amount and percentage are non-GAAP measures that management believes provide useful supplemental information for management and the investor. Management uses non-GAAP gross margin as a performance measure for Teradyne’s current core business and future outlook and for comparison with Teradyne’s business plan, historical gross margin results and the gross margin results of Teradyne’s competitors. Management believes each of these non-GAAP 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 “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

Teradyne (NYSE:TER) is the 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 2009, Teradyne had sales of $819 million. 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.

Teradyne Reports Second Quarter 2010 Results

Page 3

Safe Harbor Statement

This release contains forward-looking statements regarding future business prospects, Teradyne’s results of operations and market conditions. Such statements are based on the current assumptions and expectations of Teradyne’s management and are neither promises nor guarantees of future performance. You can 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 Teradyne’s 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; decreased or delayed product demand; unanticipated delays in meeting product demand and delivery requirements; and other events, factors and risks disclosed in filings with the SEC, including, but not limited to, the “Risk Factors” section of Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 and Quarterly Report on Form 10-Q for the period ended April 4, 2010. The forward-looking statements provided by Teradyne in this press release represent management’s views as of the date of this release. Teradyne anticipates that subsequent events and developments may cause management’s views to change. However, while Teradyne may elect to update these forward-looking statements at some point in the future, Teradyne specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Teradyne’s views as of any date subsequent to the date of this release.

TERADYNE, INC. REPORT FOR SECOND QUARTER OF 2010

CONDENSED CONSOLIDATED OPERATING STATEMENTS

(In thousands, except per share amounts)

	Quarter Ended:									Six Months Ended
	July 4, 2010			April 4, 2010			July 5, 2009			July 4, 2010			July 5, 2009
Net Revenues	$	454,776		$	329,623		$	169,580		$	784,399		$	290,188
Cost of Revenues (1)		200,473			156,079			122,451			356,552			209,699
Gross Profit		254,303			173,544			47,129			427,847			80,489
Operating Expenses:
Engineering and Development		50,393			49,052			38,451			99,445			85,649
Selling and Administrative		58,343			55,871			47,257			114,214			102,630
Acquired Intangible Asset Amortization		7,313			7,356			8,214			14,669			16,453
Restructuring and Other, net (2)		1,700			1,264			15,270			2,964			31,235
Operating Expenses		117,749			113,543			109,192			231,292			235,967
Income/(Loss) from Operations		136,554			60,001			(62,063	)		196,555			(155,478	)
Interest & Other (3)		(4,862	)		(5,071	)		(6,905	)		(9,933	)		(11,958	)
Income/(Loss) Before Income Taxes		131,692			54,930			(68,968	)		186,622			(167,436	)
Income Tax Provision/(Benefit)		9,543			4,830			(2,200	)		14,373			(10,000	)
Net Income/(Loss)	$	122,149		$	50,100		$	(66,768	)	$	172,249		$	(157,436	)
Net Income/(Loss) per Common Share:
Basic	$	0.68		$	0.28		$	(0.39	)	$	0.97		$	(0.91	)
Diluted	$	0.55		$	0.24		$	(0.39	)	$	0.79		$	(0.91	)
Weighted Average Common Shares - Basic		179,990			176,867			173,022			178,429			172,576
Weighted Average Common Shares - Diluted (4)		231,541			226,277			173,022			228,909			172,576
Net Orders	$	511,923		$	534,400		$	227,331		$	1,046,323		$	363,677

(1) Cost of Revenues includes:

	Quarter Ended:								Six Months Ended
	July 4, 2010			April 4, 2010		July 5, 2009			July 4, 2010			July 5, 2009
Sale of Previously Written Down Inventory	$	(5,232	)	$	—	$	—		$	(5,232	)	$	—
Provision for Excess and Obsolete Inventory		301			1,364		11,491			1,665			20,088
Cost for Purchase Accounting Inventory Step-up		—			—		3,924			—			5,162
Insurance Recovery Gain		—			—		(1,000	)		—			(1,000	)
	$	(4,931	)	$	1,364	$	14,415		$	(3,567	)	$	24,250

(2) Restructuring and other, net consists of:

	Quarter Ended:							Six Months Ended
	July 4, 2010		April 4, 2010		July 5, 2009			July 4, 2010		July 5, 2009
Employee Severance	$	745	$	1,264	$	14,976		$	2,009	$	31,654
Facility Related		955		—		—			955		—
Long-Lived Asset Impairment		—		—		1,068			—		1,068
Eagle Test Purchase Accounting Adjustment		—		—		(774	)		—		(1,487	)
	$	1,700	$	1,264	$	15,270		$	2,964	$	31,235

(3) Interest and Other includes:

	Quarter Ended:						Six Months Ended
	July 4, 2010		April 4, 2010		July 5, 2009		July 4, 2010		July 5, 2009
Non-cash Convertible Debt Interest	$	2,580	$	2,494	$	2,251	$	5,074	$	2,251
Expense for Deferred Debt Financing Costs as a Result of Repayment and Termination of the Revolving Line of Credit		—		—		2,488		—		2,488
Other-Than-Temporary Impairment and Realized (Gains)/Losses on Marketable Securities		—		—		—		—		2,589
	$	2,580	$	2,494	$	4,739	$	5,074	$	7,328

(4) 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 July 4, 2010 and April 4, 2010, 34.7 million shares have been included in diluted shares and net interest expense of approximately $4.4 million has been added back to net income for the diluted earnings per share calculation. For the six months ended July 4, 2010, 34.7 million shares have been included in diluted shares and net interest expense of approximately $8.8 million has been added back to net income for the diluted earnings per share calculation.

CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)

	July 4, 2010		December 31, 2009
Assets
Cash and Cash Equivalents	$	407,983	$	416,737
Marketable Securities		157,791		46,933
Accounts Receivable		248,018		125,236
Inventories		83,820		90,836
Deferred Tax Assets		19,711		18,944
Prepayments and Other Current Assets		47,994		63,606
		965,317		762,292
Net Property, Plant and Equipment		235,692		246,362
Long-Term Marketable Securities		95,487		55,130
Intangible Assets		137,522		152,192
Other Assets		15,307		19,361
	$	1,449,325	$	1,235,337
Liabilities
Accounts Payable		96,044		66,765
Accrued Employees’ Compensation and Withholdings		80,592		55,356
Deferred Revenue and Customer Advances		41,451		104,439
Other Accrued Liabilities		62,619		54,640
Accrued Income Taxes		11,346		—
Current Debt		2,291		2,157
		294,343		283,357
Retirement Plans Liabilities		69,757		115,101
Deferred Tax Liabilities		10,136		8,041
Other Long-Term Liabilities		20,836		23,159
Long-Term Debt		145,497		141,100
		540,569		570,758
Shareholders’ Equity		908,756		664,579
	$	1,449,325	$	1,235,337

GAAP to Non-GAAP Earnings Reconciliation

(In millions, except per share amounts)

	Quarter Ended:
	July 4, 2010			% of Net Revenues						April 4, 2010			% of Net Revenues						July 5, 2009			% of Net Revenues
Net Revenues	$	454.8								$	329.6								$	169.6
Gross Margin - GAAP	$	254.3		55.9	%					$	173.5		52.6	%					$	47.1		27.8	%
Inventory step-up reversal (1)		—		—							—		—							3.9		2.3	%
Insurance recovery		—		—							—		—							(1.0	)	-0.6	%
Gross Margin - non-GAAP	$	254.3		55.9	%					$	173.5		52.6	%					$	50.0		29.5	%
Income/(Loss) from Operations - GAAP	$	136.6		30.0	%					$	60.0		18.2	%					$	(62.1	)	-36.6	%
Acquired intangible asset amortization		7.3		1.6	%						7.4		2.2	%						8.2		4.8	%
Restructuring and other, net (2)		1.7		0.4	%						1.3		0.4	%						15.3		9.0	%
Inventory step-up reversal (1)		—		—							—		—							3.9		2.3	%
Insurance recovery		—		—							—		—							(1.0	)	-0.6	%
Income/(Loss) from Operations - non-GAAP	$	145.6		32.0	%					$	68.7		20.8	%					$	(35.7	)	-21.0	%
						Net Income/ (Loss) per Common Share									Net Income/ (Loss) per Common Share									Net Income/ (Loss) per Common Share
	July 4, 2010			% of Net Revenues		Basic		Diluted		April 4, 2010			% of Net Revenues		Basic		Diluted		July 5, 2009			% of Net Revenues		Basic			Diluted
Net Income/(Loss) - GAAP	$	122.1		26.8	%	$	0.68	$	0.55	$	50.1		15.2	%	$	0.28	$	0.24	$	(66.8	)	-39.4	%	$	(0.39	)	$	(0.39	)
Acquired intangible asset amortization		7.3		1.6	%		0.04		0.04		7.4		2.2	%		0.04		0.04		8.2		4.8	%		0.05			0.05
Interest and other (3)		2.6		0.6	%		0.01		0.01		2.5		0.8	%		0.01		0.01		4.7		2.8	%		0.03			0.03
Restructuring and other, net (2)		1.7		0.4	%		0.01		0.01		1.3		0.4	%		0.01		0.01		15.3		9.0	%		0.09			0.09
Convertible share adjustment (4)		—		—			—		0.08		—		—			—		0.03		—		—			—			—
Inventory step-up reversal (1)		—		—			—		—		—		—			—		—		3.9		2.3	%		0.02			0.02
Insurance recovery		—		—			—		—		—		—			—		—		(1.0	)	-0.6	%		(0.01	)		(0.01	)
Net Income/(Loss) - non-GAAP	$	133.7		29.4	%	$	0.74	$	0.69	$	61.3		18.6	%	$	0.35	$	0.33	$	(35.6	)	-21.0	%	$	(0.21	)	$	(0.21	)
GAAP and Non-GAAP Weighted Average Common Shares - Basic		180.0									176.9									173.0
GAAP Weighted Average Common Shares - Diluted		231.5									226.3									173.0
Exclude dilutive shares from convertible note		(34.7	)								(34.7	)								—
Non-GAAP Weighted Average Common Shares - Diluted (4)		196.8									191.6									173.0
(1)    Reversal of Eagle Test purchase accounting inventory step-up.
(2)    Restructuring and other, net consists of:
	Quarter Ended:
	July 4, 2010									April 4, 2010									July 5, 2009
Employee Severance	$	0.7								$	1.3								$	15.0
Facility Related		1.0									—									—
Long - Lived Asset Impairment		—									—									1.1
Eagle Test Purchase Accounting Adjustment		—									—									(0.8	)
	$	1.7								$	1.3								$	15.3

(3) For the quarters ended July 4, 2010 and April 4, 2010, Interest and Other included non-cash convertible debt interest. For the quarter ended July 5, 2009, Interest and Other included a charge to expense deferred debt financing costs as a result of the repayment and termination of Teradyne's revolving line of credit and non-cash convertible debt interest.

(4) For the quarters ended July 4, 2010 and April 4, 2010, the calculation of non-GAAP diluted earnings per share gives benefit to the Company's call option on its stock for 34.7 million shares at $5.48. As a result, 11.2 million and 9.1 million shares, respectively, have been included in non-GAAP diluted shares and net interest expense of approximately $2.4 million has been added back to non-GAAP net income for the non-GAAP diluted earnings per share calculation.

	Six Months Ended:
	July 4, 2010			% of Net Revenues						July 5, 2009			% of Net Revenues
Net Revenues	$	784.4								$	290.2
Gross Margin - GAAP	$	427.8		54.5	%					$	80.5		27.7	%
Inventory step-up reversal (1)		—		—							5.1		1.8	%
Insurance recovery		—		—							(1.0	)	-0.3	%
Gross Margin - non-GAAP	$	427.8		54.5	%					$	84.6		29.2	%
Income/(Loss) from Operations - GAAP	$	196.6		25.1	%					$	(155.5	)	-53.6	%
Acquired intangible asset amortization		14.7		1.9	%						16.5		5.7	%
Restructuring and other, net (2)		3.0		0.4	%						31.2		10.8	%
Inventory step-up reversal (1)		—		—							5.1		1.8	%
Insurance recovery		—		—							(1.0	)	-0.3	%
Income/(Loss) from Operations - non-GAAP	$	214.3		27.3	%					$	(103.7	)	-35.7	%
						Net Income/(Loss) per Common Share									Net Income/(Loss) per Common Share
	July 4, 2010			% of Net Revenues		Basic		Diluted		July 5, 2009			% of Net Revenues		Basic			Diluted
Net Income/(Loss) - GAAP	$	172.2		22.0	%	$	0.97	$	0.79	$	(157.4	)	-54.2	%	$	(0.91	)	$	(0.91	)
Acquired intangible asset amortization		14.7		1.9	%		0.08		0.08		16.5		5.7	%		0.10			0.10
Interest and other (3)		5.1		0.7	%		0.03		0.03		7.3		2.5	%		0.04			0.04
Restructuring and other, net (2)		3.0		0.4	%		0.02		0.02		31.2		10.8	%		0.18			0.18
Convertible share adjustment (4)		—		—			—		0.11		—		—			—			—
Inventory step-up reversal (1)		—		—			—		—		5.1		1.8	%		0.03			0.03
Insurance recovery		—		—			—		—		(1.0	)	-0.3	%		(0.01	)		(0.01	)
Income tax adjustment (5)		—		—			—		—		(2.9	)	-1.0	%		(0.02	)		(0.02	)
Income/(Loss) from Operations - non-GAAP	$	195.0		24.9	%	$	1.09	$	1.03	$	(101.2	)	-34.9	%	$	(0.59	)	$	(0.59	)
GAAP and Non-GAAP Weighted Average Common Shares - Basic		178.4									172.6
GAAP Weighted Average Common Shares - Diluted		228.9									172.6
Exclude dilutive shares from convertible note		(34.7	)								—
Non-GAAP Weighted Average Common Shares - Diluted (4)		194.2									172.6
(1)    Reversal of Eagle Test purchase accounting inventory step-up.
(2)    Restructuring and other, net consists of:
	Six Months Ended:
	July 4, 2010									July 5, 2009
Employee Severance	$	2.0								$	31.7
Facility Related		1.0									—
Eagle Test Purchase Accounting Adjustment		—									(1.5	)
Long-Lived Asset Impairment		—									1.1
	$	3.0								$	31.2

(3) For the six months ended July 4, 2010 and July 5, 2009, Interest and Other included non-cash convertible debt interest. For the six months ended July 5, 2009, Interest and Other included a charge to expense deferred debt financing costs as a result of the repayment and termination of Teradyne’s revolving line of credit, non-cash convertible debt interest, and a charge for other-than-temporary impairment and realized losses on marketable securities.

(4) For the six months ended July 4, 2010, the calculation of non-GAAP diluted earnings per share gives benefit to the Company’s call option on its stock for 34.7 million shares at $5.48. As a result, 10.2 million shares have been included in non-GAAP diluted shares and net interest expense of approximately $4.8 million has been added back to non-GAAP net income for the non-GAAP diluted earnings per share calculation.

(5) Income tax adjustment related to a discrete foreign exchange item.

GAAP to Non-GAAP Reconciliation of third quarter 2010 guidance:

GAAP and Non-GAAP third quarter revenue guidance:	$	490 million	to	$	520 million
GAAP net income per diluted share	$	0.60		$	0.67
Exclude acquired intangible asset amortization	$	0.04		$	0.04
Exclude non-cash convertible debt interest	$	0.01		$	0.01
Exclude dilutive shares from convertible note	$	0.10		$	0.11
Non-GAAP net income per diluted share	$	0.75		$	0.83

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