The following table sets forth the computation of basic and diluted net income per common share:


	For the Three Months Ended
	March 31, 2013		April 1, 2012
	(in thousands except per share amounts)
Net income for basic net income per share	$	6,589	$	33,564

Weighted average common shares-basic		189,686		185,838

Effect of dilutive potential common shares:
Incremental shares from assumed conversion of convertible Note(1)		23,386		23,000
Convertible note hedge warrant shares(2)		18,859		18,319
Restricted stock units		1,123		1,647
Stock options		1,676		2,325
Employee stock purchase rights		27		24

Dilutive potential common shares		45,071		45,315

Weighted average common shares-diluted		234,757		231,153

Net income per common share-basic	$	0.03	$	0.18

Net income per common share-diluted	$	0.03	$	0.15

(1)

Incremental shares from assumed conversion of the convertible notes for the three months ended March 31, 2013 and April 1, 2012 are calculated using the difference between the average Teradyne stock price for the period and the conversion price of $5.48, multiplied by the 34.7 million shares that would be issued upon conversion. The result of this calculation, representing the total intrinsic value of the convertible debt, is divided by the average Teradyne stock price for the period.

(2)

Convertible note hedge warrant shares for the three months ended March 31, 2013 and April 1, 2012 are calculated using the difference between the average Teradyne stock price for the period and the warrant price of $7.67, multiplied by the 34.7 million shares that would be issued upon conversion. The result of this calculation, representing the total intrinsic value of the warrant, is divided by the average Teradyne stock price for the period.