Teradyne (TER) 10-K risk factor changes: FY2015 vs FY2014

These cycles have resulted in periods of over-supply; a trend we believe will continue to [removed: occur for newer generations of electronic products.]

In addition, such adverse changes in economic conditions, and resulting slowdowns in the market for our products, may, among other things, result in increased price competition for our products, increased risk of excess and obsolete inventories, increased risk in the collectability of our accounts receivable from our customers, potential reserves for doubtful accounts and write-offs of accounts receivable, increased risk of restructuring charges, and [added: higher operating costs as a percentage of revenues, which, in each case and together, adversely affect our operating results.]

In each of the years [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012,] [added: 2013,] our three largest customers in aggregate accounted for [removed: 21%, 26%] [added: 25%, 21%] and [removed: 29%] [added: 26%] of consolidated revenues, respectively.

Realization of the leased equipment’s value depends on numerous factors including: the technological [added: obsolescence of the leased equipment; elections by customers to terminate a lease prior to]

[removed: obsolescence of the leased equipment; elections by customers to terminate a lease prior to] scheduled termination; the general market conditions at the time of expiration of the lease; the customer’s election to renew the lease; and the cost of comparable new equipment.

Our inability to realize the [removed: leased equipment’s] value [added: of leased equipment] could cause a decrease in revenues and an increase in asset write-offs which would in each case reduce our operating income.

We may [added: continue to] acquire [added: additional] businesses, form strategic alliances or create joint ventures with third parties that we believe will complement or augment our existing businesses.

Following an acquisition, we may not achieve the [removed: revenues] [added: revenue] or net income levels that justify the acquisition.

Additionally, we may fund acquisitions of new businesses, strategic alliances or joint ventures by utilizing our cash, [removed: raising] [added: incurring] debt, issuing shares of our common stock, or by other means.

We are subject to both domestic and international environmental regulations and statutory strict liability relating to the use, storage, discharge, site cleanup and disposal of hazardous chemicals used in our [added: manufacturing processes.]

If we fail to comply with present and future regulations, or are required to perform site [removed: remediation, we could be subject to future liabilities or cost, including penalties or the suspension of production.]

As of December 31, [removed: 2014,] [added: 2015,] we have not incurred material costs as result of the monitoring and remediation steps taken at the Massachusetts and New Hampshire sites.

We protect the technology that is incorporated in our products in several ways, including through patent, copyright, [added: trademark] and trade secret protection and by contractual agreement.

The tax savings attributable to the Singapore tax holiday for the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012] [added: 2013] were [removed: $13.2] [added: $11.5] million or [removed: $0.06] [added: $0.05] per diluted share, [removed: $4.7] [added: $13.2] million or [removed: $0.02] [added: $0.06] per diluted share and [removed: $10.9] [added: $4.7] million or [removed: $0.05] [added: $0.02] per diluted share, respectively.

In addition, we may incur additional costs, including headcount expenses, in order to [removed: obtain or] maintain [added: or obtain] a foreign tax incentive in a particular foreign jurisdiction.

In January 2015, our Board of Directors authorized Teradyne to repurchase up to $500 million of common [removed: stock, $300 million of which we intend to repurchase in 2015.][added: stock.]

The Dodd-Frank Wall Street Reform and Consumer Protection Act imposes new disclosure requirements regarding the use of “conflict” minerals mined from the Democratic Republic of Congo and adjoining countries [removed: in our products, whether or not these products are manufactured by third parties.]

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occur for newer generations of electronic products.

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| | • | | our ability to expand our global distribution channel for our collaborative robots; |

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In June 2015, we acquired Universal Robots.

We may not be able to realize the benefit of acquiring Universal Robots or successfully grow Universal Robots’ business.

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remediation, we could be subject to future liabilities or cost, including penalties or the suspension of production.

| --- | --- | --- | --- |

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In December 2015, Teradyne entered into an agreement with the Singapore Economic Development Board which extended our Singapore tax holiday under substantially similar terms to the agreement which expired on December 31, 2015.

The new tax holiday is scheduled to expire on December 31, 2020.

In 2015, we

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repurchased $300 million of common stock.

In 2016, we intend to repurchase between $100 million and $200 million of common stock.

_We may incur indebtedness._

On April 27, 2015, we entered into a five-year, senior secured revolving credit facility of up to $350 million.

Subject to customary conditions, we may seek to obtain from existing or new lenders incremental commitments under the credit facility in an aggregate principal amount not to exceed $150 million.

We have not borrowed any funds under this credit facility.

We could borrow funds under this credit facility at any time for general corporate purposes and working capital.

Incurring indebtedness, among other things, could:

| | • | | make it difficult to pay other obligations; |

| --- | --- | --- | --- |

| | • | | make it difficult to obtain any necessary future financing for working capital, capital expenditures, debt service requirements or other purposes; |

| --- | --- | --- | --- |

| | • | | require the dedication of a substantial portion of any cash flow from operations to service our indebtedness, thereby reducing the amount of cash flow available for other purposes, including capital expenditures; and |

| --- | --- | --- | --- |

| | • | | limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we compete. |

| --- | --- | --- | --- |

_Restrictive covenants in the agreement governing our senior secured revolving credit facility may restrict our ability to pursue business strategies._

The agreement governing our senior secured revolving credit facility limits our ability, among other things, to: incur additional secured indebtedness; sell, transfer, license or dispose of assets; consolidate or merge; enter into transactions with our affiliates; and incur liens.

In addition, our senior secured revolving credit facility contains financial and other restrictive covenants that limit our ability to engage in activities that may be in our long term best interest, such as, subject to permitted exceptions, making capital expenditures in excess of certain thresholds, making investments, loans and other advances, and prepaying any additional indebtedness while our indebtedness under our senior secured revolving credit facility is outstanding.

Our failure to comply with financial and other restrictive covenants could result in an event of default, which if not cured or waived, could result in the lenders requiring immediate payment of all outstanding borrowings or foreclosing on collateral pledged to them to secure the indebtedness.

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in our products, whether or not these products are manufactured by third parties.

higher operating costs as a percentage of revenues, which, in each case and together, adversely affect our operating results.

In 2013, revenues from our Storage Test business unit were significantly lower than in 2012 due to lower hard disk drive demand from lower shipments of personal computers.

In response to this lower demand, during the third quarter of 2013, we implemented a headcount reduction in the Storage Test business unit.

It is possible that we may need to take further cost control and reduction measures including reducing the number of employees and reducing manufacturing capacity.

A prolonged slowdown in hard disk drive demand may result in increased risk of excess and obsolete inventories, asset write-offs and restructuring charges.

Subsequent to the one year term, the customer can cancel the lease by providing us two months notice.

In 2014, the volume of leasing transactions and the value of equipment under leases increased significantly.

manufacturing processes.

In Singapore, we operate under a tax holiday which is effective through December 31, 2015.

We are in discussions with the Singapore Economic Development Board with respect to extension of the tax holiday for periods after December 31, 2015.

No assurances can be given that such discussions will be successful.

If we are unable to reach an agreement with the Singapore Economic Development Board, our results of operations and financial condition for periods after December 31, 2015 will be adversely affected.

We design, develop, manufacture and sell automatic test systems [removed: and solutions] used to test semiconductors, wireless products, [removed: hard disk drives, solid state disks] [added: data storage] and [removed: circuit boards] [added: complex electronics systems] in the consumer electronics, wireless, automotive, industrial, computing, [removed: communications] [added: communications,] and aerospace and defense industries.

Our automatic test equipment [added: and industrial automation] products and services include:

| | • | | defense/aerospace (“Defense/Aerospace”) test instrumentation and systems, storage test (“Storage Test”) systems, and circuit-board test and inspection (“Production Board Test”) systems (collectively these products represent “System [removed: Test”).] [added: Test”);] |

We have a broad customer base which includes integrated device manufacturers (“IDMs”), outsourced semiconductor assembly and test providers (“OSATs”), wafer foundries, fabless companies that design, but contract with others for the manufacture [removed: of,] [added: of] integrated circuits (“ICs”), developers of wireless devices and consumer electronics, manufacturers of circuit boards, automotive suppliers, wireless product manufacturers, storage device manufacturers, aerospace and military [removed: contractors.][added: contractors, and distributors that sell collaborative robots.]

AIT is included in our System Test [removed: segment.]

In circumstances where either title or risk of loss pass upon destination, acceptance or cash payment, we defer revenue recognition until such events [removed: occur.][added: occur except when title transfer is tied to cash payment outside the United States.]

[removed: Certain contracts require us to] perform tests of the product to ensure that performance meets the published product specifications or customer requested specifications, which are generally conducted prior to shipment.

[removed: In 2012, we elected to immediately] [added: We] recognize net actuarial gains and losses and the change in the fair value of the plan assets in our operating results in the year in which they occur or upon any interim remeasurement of the plans.

[removed: In addition, we used to] [added: We] calculate the expected return on plan assets using [removed: a calculated market-related] [added: the fair] value of [added: the] plan assets.

[removed: Effective January 1, 2012, we elected to] [added: We] calculate the expected return on plan assets using the fair value of the plan assets.

[removed: These actuarial] [added: Actuarial] gains and losses are generally measured annually as of December 31 and, accordingly, [removed: will be] recorded during the fourth quarter of each year or upon any interim remeasurement of the plans.

[removed: We record a provision] for both excess and obsolete inventory when such write-downs or write-offs are identified through the quarterly review process.

| | | [removed: Year] [added: Years] Ended December 31, | | | | | | | | | | |

| | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Products | | | [removed: 82.8] [added: 81.8] | % | | | [removed: 80.9] [added: 82.8] | % | | | [removed: 83.5] [added: 80.9] | % |

| Services | | | [removed: 17.2] [added: 18.2] | | | | [removed: 19.1] [added: 17.2] | | | | [removed: 16.5] [added: 19.1] | |

| Cost of products | | | [removed: 38.9] [added: 36.1] | | | | [removed: 34.9] [added: 38.9] | | | | [removed: 38.8] [added: 34.9] | |

| Cost of services | | | [removed: 7.8] [added: 8.1] | | | | [removed: 8.4] [added: 7.8] | | | | [removed: 7.7] [added: 8.4] | |

| Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below) | | | [removed: 46.7] [added: 44.2] | | | | [removed: 43.4] [added: 46.7] | | | | [removed: 46.5] [added: 43.4] | |

| Gross profit | | | [removed: 53.3] [added: 55.8] | | | | [removed: 56.6] [added: 53.3] | | | | [removed: 53.5] [added: 56.6] | |

| Engineering and development | | | [removed: 17.7] [added: 17.8] | | | | [removed: 18.5] [added: 17.7] | | | | [removed: 15.4] [added: 18.5] | |

| Selling and administrative | | | [removed: 19.4] [added: 18.7] | | | | [removed: 19.6] [added: 19.4] | | | | [removed: 16.7] [added: 19.6] | |

| Goodwill impairment | | | [removed: 6.0] [added: —] | | | | [removed: —] [added: 6.0] | | | | — | |

| Acquired intangible assets amortization | | | [removed: 4.3] [added: 4.2] | | | | [removed: 5.1] [added: 4.3] | | | | [removed: 4.4] [added: 5.1] | |

| Restructuring and other | | | [removed: 0.1] [added: 0.3] | | | | 0.1 | | | | [removed: (0.5] [added: 0.1] | [removed: )] |

| Total operating expenses | | | [removed: 47.5] [added: 41.0] | | | | [removed: 43.3] [added: 47.5] | | | | [removed: 36.1] [added: 43.3] | |

| Income from operations | | | [removed: 5.9] [added: 14.8] | | | | [removed: 13.4] [added: 5.9] | | | | [removed: 17.3] [added: 13.4] | |

| Interest income | | | (0.4 | ) | | | [removed: (0.3] [added: (0.4] | ) | | | [removed: (0.2] [added: (0.3] | ) |

| Interest expense | | | [removed: 0.4] [added: 0.1] | | | | [removed: 1.8] [added: 0.4] | | | | [removed: 1.5] [added: 1.8] | |

| Other (income) expense, net | | | [removed: —] [added: (0.3] | [added: )] | | | [removed: (2.3] [added: —] | [removed: )] | | | [removed: 0.1] [added: (2.3] | [added: )] |

| Income before income taxes | | | [removed: 5.8] [added: 15.4] | | | | [removed: 14.1] [added: 5.8] | | | | [removed: 16.1] [added: 14.1] | |

| [removed: Provision for income taxes] [added: Income tax provision] | | | [removed: 0.9] [added: 2.8] | | | | [removed: 2.6] [added: 0.9] | | | | [removed: 3.0] [added: 2.6] | |

| Net income | | | [removed: 4.9] [added: 12.6] | % | | | [removed: 11.6] [added: 4.9] | % | | | [removed: 13.1] [added: 11.6] | % |

| | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Semiconductor Test | | | [removed: 1.0] [added: 2.0] | | | | 1.0 | | | | 1.0 | |

| Wireless Test | | | [removed: 1.0] [added: 0.9] | | | | [removed: 0.7] [added: 1.0] | | | | [removed: 1.1] [added: 0.7] | |

| System Test | | | [removed: 1.5] [added: 1.1] | | | | [removed: 1.0] [added: 1.5] | | | | [removed: 1.6] [added: 1.0] | |

| Total Company | | | [removed: 1.0] [added: 1.6] | | | | 1.0 | | | | [removed: 1.1] [added: 1.0] | |

Revenues for our [removed: three] [added: four] reportable segments were as follows:

| | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2013-2014] [added: 2014-2015] Dollar Change | | | | [removed: 2012-2013] [added: 2013-2014] Dollar Change | | |

We are a leading global supplier of automation equipment for test and industrial applications.

Our industrial automation products include collaborative robots used by global manufacturing and light industrial customers to improve quality, increase manufacturing efficiency and decrease manufacturing costs.

| | • | | industrial automation (“Industrial Automation”) products. |

On June 11, 2015, we acquired Universal Robots A/S (“Universal Robots”) for approximately $284 million of cash plus up to an additional $65 million of cash if certain performance targets are met extending through 2018.

Universal Robots is the leading supplier of collaborative robots which are low-cost, easy-to-deploy and simple-to-program robots that work side by side with production workers to improve quality, increase manufacturing efficiency and decrease manufacturing costs.

Universal Robots is a separate operating and reportable segment, Industrial Automation.

The acquisition of Universal Robots provides a growth engine to our business and complements our existing System Test and Wireless Test segments.

The total purchase price for Universal Robots was approximately $315 million.

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segment.

The total purchase price for AIT was approximately $21 million, which included cash paid of approximately $19 million and $2 million in fair value of contingent consideration payable upon achievement of revenue and gross margin targets in 2015 and 2016.

No contingent consideration was paid for 2015.

The maximum remaining contingent consideration that could be paid is $1.1 million.

The total purchase price for ZTEC was approximately $17 million, which included cash paid of approximately $15 million and $2 million in fair value of contingent consideration payable upon achievement of certain customer order and revenue targets through 2015.

None of the contingent consideration was paid.

Outside the United States, we recognize revenue upon shipment or at delivery destination point, even if we retain a form of title to products delivered to customers, provided the sole purpose is to enable us to recover the products in the event of customer payment default and the arrangement does not prohibit the customer’s use or resale of the product in the ordinary course of business.

Certain contracts require us to

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_Translation of Non-U.S. Currencies_

The functional currency for all non-U.S. subsidiaries is the U.S. dollar, except for the Industrial Automation segment for which the local currency is its functional currency.

All foreign currency denominated monetary assets and liabilities are remeasured on a monthly basis into the functional currency using exchange rates in effect at the end of the period.

All foreign currency denominated non-monetary assets and liabilities are remeasured into the functional currency using historical exchange rates.

Net foreign exchange gains and losses resulting from remeasurement are included in other (income) expense, net.

For Industrial Automation, assets and liabilities are translated into U.S. dollars using exchange rates in effect at the end of the period.

Revenue and expense amounts are translated using an average of exchange rates in effect during the period.

Translation adjustments are recorded within accumulated other comprehensive income (loss).

We record a provision

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| --- | --- | --- | --- |

No goodwill impairment was identified in 2015 or 2013.

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There were no events or circumstances indicating that the carrying value may not be recoverable in 2015 or 2013.

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| Industrial Automation | | | 0.8 | | | | — | | | | — | |

| Industrial Automation | | | 41.9 | | | | — | | | | — | | | | 41.9 | | | | — | |

The decrease in Semiconductor Test revenues of $99.3 million, or 8%, from 2014 to 2015 was primarily due to a decrease in system-on-a-chip (“SOC”) product volume, driven by smaller microcontroller, power management and radio frequency test markets.

The increase in System Test revenues of $49.1 million, or 30%, from 2014 to 2015 was primarily due to higher sales in Storage Test of 3.5” hard disk drive testers used for testing drives for cloud storage applications.

The acquisition of Universal Robots, completed in June of 2015, added $41.9 million of revenue in 2015.

Universal Robots is our Industrial Automation segment.

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We are a leading global supplier of automatic test equipment.

In 2013, revenues from our Storage Test business unit were significantly lower than in 2012 due to lower hard disk drive demand from lower shipments of personal computers.

In response to this lower demand, during the third quarter of 2013, we implemented a headcount reduction in the Storage Test business unit.

It is possible that we may need to take further cost control and reduction measures including reducing the number of employees and reducing manufacturing capacity.

A prolonged slowdown in Storage Test demand may result in increased risk of excess and obsolete inventories, asset write-offs and restructuring charges.

Effective January 1, 2012, we changed the method of recognizing actuarial gains and losses for our defined benefit pension plans and postretirement benefit plan and calculating the expected return on plan assets for our defined benefit pension plans.

Historically, we recognized net actuarial gains and losses in accumulated other comprehensive income within shareholders’ equity on our consolidated balance sheet on an annual basis and amortized them into operating results over the average remaining years of service of the plan participants, to the extent such gains and losses were outside of a range (“corridor”).

We believe that this new method is preferable as it eliminates the delay in recognizing gains and losses in our operating results and it will improve the transparency by faster recognition of the effects of economic and

interest rate trends on plan obligations and investments.

In accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 250, _“Accounting Changes and Error Corrections”_, all prior periods presented in this Annual Report on Form 10-K have been adjusted to apply the new accounting method retrospectively.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | (in millions) | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

The decrease in Semiconductor Test revenues of $104.7 million or 9% from 2012 to 2013 was primarily due to a decrease in SOC test product sales because of a smaller application processor test market, partially offset by higher memory system sales.

The decrease in System Test revenues of $89.7 million or 37% from 2012 to 2013 was primarily due to lower product volume in Storage Test.

The decrease in Storage Test sales was due to lower hard disk drive demand primarily from lower shipments of personal computers.

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

Our product revenues decreased $228.7 million or 17% in 2013 from 2012 primarily due to a decrease in SOC test product sales because of a smaller application processor test market and due to lower product volume in Storage Test.

Gross profit as a percent of total revenues decreased from 2013 to 2014 by 3.3 points.

Gross profit as a percent of total revenues increased from 2012 to 2013 by 3.1 points.

This increase was a result of an increase of 1.7 points related to favorable product mix in SOC Semiconductor Test and lower Storage Test system sales compared to 2012, an increase of 1.1 points due to pension income in 2013 compared to pension expense in 2012, an increase of 1.1 points due to lower excess and obsolete inventory provisions and increased sales of previously reserved inventory, and an increase of 0.4 points as a result of no purchase accounting inventory step-up in 2013, partially offset by a decrease of 1.4 points due to lower sales volume across all segments.

| --- | --- | --- |

| --- | --- | --- |

| | — | A charge of $12.0 million due to decline in demand compared to previously forecasted demand levels for prior generation Magnum testers resulted in an inventory provision in Semiconductor Test; |

| | — | A $3.9 million inventory write-down as a result of product transition in Wireless Test; and |

| | — | The remainder of the charge of $5.6 million primarily reflects downward revisions to previously forecasted demand levels, of which $4.3 million was in System Test, $1.1 million in Semiconductor Test and $0.2 million in Wireless Test. |

The increase of $8.2 million in engineering and development expenses from 2012 to 2013 was due primarily to a $21.7 million increase in Semiconductor Test spending, partially offset by $4.4 million of pension income in 2013 compared to $7.5 million of pension expense in 2012.

The increase of $2.6 million in selling and administrative expenses from 2012 to 2013 was due primarily to a $7.0 million increase in Wireless Test spending, a $5.4 million increase in Semiconductor Test spending, partially offset by $2.9 million of pension income in 2013 compared to $6.8 million of pension expense in 2012.

During the year ended December 31, 2012, due to a decrease in specified new product revenue through the December 31, 2012 earn-out period end date, we recorded an $8.8 million gain from the fair value adjustment to decrease the LitePoint acquisition contingent consideration.

In 2013 and 2012, interest expense included convertible debt discount amortization.

The decrease in income before income taxes from 2012 to 2013 was primarily due to lower revenues in 2013 compared to 2012, a $9.8 million increase in restructuring and other costs, partially offset by a $34.2 million gain from the sale of an equity investment in 2013.

The decrease in income tax expense from 2012 to 2013 was due to the reinstatement of the U.S. research and development tax credit in 2013 for fiscal years 2013 and 2012 and lower pre-tax income, partially offset by higher tax expense for uncertain tax positions and state taxes.

U.S. research and development tax credits provided a 7.9% and 7.2% reduction to the 2014 and 2013 U.S. statutory federal tax rate of 35.0%, respectively.

The research and development tax credit expired at the end of 2014; therefore if the credit is not re-enacted there could be an unfavorable impact on our 2015 effective income tax rate.

We operate under a tax holiday in Singapore, which is effective through December 31, 2015.

We are in discussions with the Singapore Economic Development Board with respect to extension of the tax holiday for periods after December 31, 2015.

We regularly enter into foreign currency forward contracts to hedge the value of our monetary assets and liabilities in Japanese Yen, British Pound, Korean Won, Taiwan [added: Dollar, Singapore] Dollar and Euro.

As of December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012,] [added: 2013,] the analysis indicated that these hypothetical market movements would not have a material effect on our consolidated financial position, results of operations or cash flows.

Our interest rate exposure is primarily in the [added: Netherlands,] United States [removed: in] [added: and Singapore related to] short-term and long-term marketable securities.

The potential change in [added: the] fair value from changes in interest rates is immaterial as of December 31, [removed: 2014] [added: 2015] and [removed: 2013.][added: 2014.]

One customer accounted for more than 10% of our accounts receivable balance as of December 31, 2015.

A different customer accounted for more than 10% of our accounts receivable balance as of December 31, 2014.

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Teradyne, Inc. [removed: (the “Company” or “Teradyne”)] [added: (“Teradyne”)] was founded in 1960 and is a leading global supplier of [removed: automatic] [added: automation equipment for] test [removed: equipment.][added: and industrial applications.]

We design, develop, manufacture and sell automatic test systems [removed: and solutions] used to test semiconductors, wireless products, [removed: hard disk drives, solid state disks] [added: data storage] and [removed: circuit boards] [added: complex electronics systems] in the consumer electronics, wireless, automotive, industrial, computing, [removed: communications] [added: communications,] and aerospace and defense industries.

Our automatic test equipment [added: and industrial automation] products and services include:

| | • | | defense/aerospace (“Defense/Aerospace”) test instrumentation and systems, storage test (“Storage Test”) systems, and circuit-board test and inspection (“Production Board Test”) systems (collectively these products represent “System [removed: Test”).] [added: Test”);] |

We have a broad customer base which includes integrated device manufacturers (“IDMs”), outsourced semiconductor assembly and test providers (“OSATs”), wafer foundries, fabless companies that design, but contract with others for the manufacture [removed: of,] [added: of] integrated circuits (“ICs”), developers of wireless devices and consumer electronics, manufacturers of circuit boards, automotive suppliers, wireless product manufacturers, storage device manufacturers, [removed: and] aerospace and military [removed: contractors.][added: contractors, and distributors that sell collaborative robots.]

The total purchase price for [removed: AIT] [added: Universal Robots] was approximately [removed: $21] [added: $315] million.

LitePoint designs, develops, and supports advanced wireless test solutions for the [added: manufacturing of wireless devices, including smart phones, tablets, notebooks, laptops, personal computer peripherals, and other Wi-Fi, Bluetooth and cellular enabled devices.]

Semiconductor devices span a broad range of functionality, from very simple low-cost devices such as appliance microcontrollers, operational amplifiers or voltage regulators to complex digital signal [removed: processors, microprocessors] [added: processors] and [removed: high-density] [added: microprocessors] as well as [removed: high-speed] memory devices.

Semiconductor Test products and services are sold to [removed: integrated device manufacturers (“IDMs”)] [added: IDMs] that integrate the fabrication of silicon wafers into their business, “Fabless” companies that outsource the manufacturing of silicon wafers, “Foundries” that cater to the processing and manufacturing of silicon [removed: wafers, and outsourced semiconductor assembly and test providers (“OSATs”) that provide test and assembly services for the final packaged devices to both Fabless companies and IDMs.]

Multi-site testing involves the simultaneous testing of many devices [removed: and functions] in parallel.

[removed: 1)] [added: | | • | |] A high efficiency multi-site architecture that [removed: eliminates] [added: reduces] tester overhead such as instrument setup, synchronization and data movement, and signal processing; [added: |]

[removed: 2)] [added: | | • | |] The IG-XL™ software operating system which provides fast program development, including instant conversion from single to multi-site test; and [added: |]

[removed: 3)] [added: | | • | |] Broad technology coverage by instruments designed to cover the range of test parameters, coupled with a universal slot test head design that allows easy test system reconfiguration to address changing test needs. [added: |]

The FLEX Test Platform has an installed base of more than [removed: 4,400] [added: 4,700] systems.

The IP750 is focused on testing image sensor devices used in [removed: digital cameras] [added: smart phones] and other imaging products.

We [removed: continue] [added: have continued] to invest in the J750 platform with new instrument releases that bring new capabilities to existing market segments and expand the J750 platform to new devices that include high end microcontrollers and the latest generation of cameras.

The J750 platform has an installed base of over [removed: 4,600] [added: 4,800] systems.

The Magnum platform has an installed base of over [removed: 1,700] [added: 1,800] systems.

Our proprietary SmartPin™ technology enables [removed: multiple semiconductor devices to be tested simultaneously, or in parallel,] [added: high efficiency multi-site testing,] on an individual test system, permitting greater test throughput.

Semiconductors tested by ETS platform systems are incorporated into a wide range of products in historically high-growth markets, including [removed: digital cameras, MP3 players, cell phones,] [added: mobile devices,] video/multimedia products, automotive electronics, computer peripherals, and notebook and desktop computers.

In 2013, we introduced [added: the] ETS-88, a high performance [removed: multiside] [added: multi-site] production test system designed to test a wide variety of high volume commodity and precision devices.

The ETS platform has an installed base of over [removed: 3,500] [added: 3,700] systems.

Our acquisition of LitePoint in [removed: October of] 2011 and ZTEC in [removed: October of] 2013 expanded our product offerings in the wireless test [removed: industry.][added: market.]

Using easy-to-deploy, innovative test [removed: methodologies] [added: methodologies,] LitePoint’s IQ product line is designed for [removed: high-][added: high-volume, low-cost production test, and falls into two test categories: cellular and connectivity.]

Our acquisition of ZTEC [removed: in October 2013] expanded our wireless product offerings into modular wireless test instruments for the design verification test of wireless components and chipsets.

The IQxstream™ is [removed: an] [added: a multi-DUT] optimized solution for high-speed testing of GSM, EDGE, CDMA2000, TD-SCDMA, WCDMA, HSPA+, LTE-FDD, TD_LTE, and LTE-A technologies—used for calibration and verification of smartphones, tablets, small cell wireless gateways and embedded cellular modules.

[removed: The] [added: Drivers for] IQxstream [removed: is embedded] [added: are found] in the test software [added: solutions] provided by leading cellular chipset companies including Qualcomm, Intel, MediaTek, Spreadtrum, Marvell and others.

We offer a comprehensive range of test equipment for [added: multi-DUT] connectivity testing.

The IQxel™ family enables calibration and verification of the latest Wi-Fi [removed: standard-802.11ac-taking] [added: standard 802.11ac taking] wireless data rates beyond the gigabit per second barrier.

We were the first to introduce [removed: parametric] [added: a] production [added: focused parametric] test [removed: of] [added: solution for] NFC technology with our IQnfc™ addressing the growing use of NFC technology for mobile payments with smartphones.

[added: Our] leadership in this market is underscored by our success with major Department of Defense programs across all U.S. military service branches and many allied defense services worldwide.

The automated in-line configurations address the growing requirements for [removed: increased throughput in] [added: automating production lines for] high volume [removed: applications.][added: applications, such as automotive electronics.]

Our [removed: three] [added: four] reportable segments accounted for the following percentages of consolidated revenues for each of the last three years:

| | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Semiconductor Test | | | [removed: 79] [added: 73] | % | | | [removed: 71] [added: 79] | % | | | [removed: 68] [added: 71] | % |

| Wireless Test | | | 11 | | | | [removed: 18] [added: 11] | | | | [removed: 17] [added: 18] | |

| System Test | | | [removed: 10] [added: 13] | | | | [removed: 11] [added: 10] | | | | [removed: 15] [added: 11] | |

In [removed: 2013 and 2012,] [added: 2013,] revenues from Apple Inc. accounted for 12% [removed: and 10%, respectively,] of our consolidated revenues.

[added: In 2013,] Apple Inc. [removed: is] [added: was] a customer of our Semiconductor Test and Wireless Test segments.

In each of the years, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012,] [added: 2013,] our three largest customers in aggregate accounted for [removed: 21%, 26%] [added: 25%, 21%] and [removed: 29%] [added: 26%] of our consolidated revenues, respectively.

Our industrial automation products include collaborative robots used by global manufacturing and light industrial customers to improve quality and increase manufacturing efficiency.

| | • | | industrial automation (“Industrial Automation”) products. |

On June 11, 2015, we acquired Universal Robots A/S (“Universal Robots”) for approximately $284 million of cash plus up to an additional $65 million of cash if certain performance targets are met extending through 2018.

Universal Robots is the leading supplier of collaborative robots which are low-cost, easy-to-deploy and simple-to-program robots that work side by side with production workers to improve quality and increase manufacturing efficiency.

Universal Robots is a separate operating and reportable segment, Industrial Automation.

The acquisition of Universal Robots provides a growth engine to our business and complements our

##### [Table of Contents](#toc)

existing System Test and Wireless Test segments.

The total purchase price for AIT was approximately $21 million, which included cash paid of approximately $19 million and $2 million in fair value of contingent consideration payable upon achievement of revenue and gross margin targets in 2015 and 2016.

No contingent consideration was paid for 2015.

The maximum remaining contingent consideration that could be paid is $1.1 million.

The total purchase price for ZTEC was approximately $17 million, which included cash paid of approximately $15 million and $2 million in fair value of contingent consideration payable upon achievement of certain customer order and revenue targets through 2015.

None of the contingent consideration was paid.

##### [Table of Contents](#toc)

wafers, and OSATs that provide test and assembly services for the final packaged devices to both Fabless companies and IDMs.

##### [Table of Contents](#toc)

In 2015, we introduced the ETS-800, a high performance multi-site production test system to test high complexity power devices in automotive, industrial and consumer applications.

##### [Table of Contents](#toc)

The lab-in-a-box zSeries solution provides simple and fast design verification of RF power amplifier and smart device RF front end modules.

It is capable of rapid analysis of the latest digital pre-distortion and envelope tracking technologies for both LTE and WiFi standards.

_Industrial Automation_

Universal Robots, which we acquired in June 2015, is the leading supplier of collaborative robots, which are low-cost, easy-to-deploy and simple-to-program robots that work side by side with production workers to improve quality, increase manufacturing efficiency and decrease manufacturing costs.

Collaborative robots are designed to mimic the motion of a human arm and can be fitted with task specific grippers or fixtures to support a wide range of applications.

Universal Robots offers three collaborative robot models, the UR3, UR5, and UR10, each with different weight carrying capacity and arm reach.

All models are easily integrated into existing production environments.

Universal Robots’ products are differentiated by their:

| | • | | easy programming using a graphical interface which allows users to program the collaborative robot in a few hours; |

##### [Table of Contents](#toc)

| | • | | flexibility and ease of use in allowing customers to change the task the collaborative robot is performing as their production demands dictate; |

| | • | | safe operations as the collaborative robots can assist workers in side by side production environments requiring no special safety enclosures or shielding to protect workers; and |

| --- | --- | --- | --- |

| | • | | short payback period, on average less than 12 months. |

| --- | --- | --- | --- |

Cumulatively, Universal Robots has sold over 6,500 collaborative robots in diverse production environments and applications.

| Industrial Automation | | | 3 | | | | — | | | | — | |

In 2015, revenues from JA Mitsui Leasing, Ltd. accounted for 13% of our consolidated revenues.

JA Mitsui Leasing, Ltd. is a customer of our Semiconductor Test segment.

##### [Table of Contents](#toc)

Competitors in our Industrial Automation segment include manufacturers of traditional industrial robots such as KUKA Robotics Corporation, ABB, FANUC and Yaskawa Electric Corporation as well as emerging companies developing collaborative robots.

| | | 2015 | | | | 2014 | | |

The total purchase price for ZTEC was approximately $17 million.

manufacturing of wireless devices, including smart phones, tablets, notebooks, laptops, personal computer peripherals, and other Wi-Fi, Bluetooth and cellular enabled devices.

volume, low-cost production test, and fall into two test categories: cellular and connectivity.

The IQ2015™ is a one-box solution for multi-connectivity needs, covers the full range of communication standards.

It is a preferred choice by manufacturers of smartphones and tablets.

In 2014, we released the zSignal for testing LTE cellular devices.

Our

| Korea | | | 9 | | | | 8 | | | | 13 | |

| | | 2014 | | | | 2013 | | |

| | | $ | 395.9 | | | $ | 361.6 | |

We have no collective bargaining contracts.

[added: While it is not possible to] predict or determine the outcomes of any pending claims or to provide possible ranges of losses that may arise, we believe the potential losses associated with all of these actions are unlikely to have a material adverse effect on our results of operations, financial condition or cash flows.

| --- | --- |

While it is not possible to

Item 4.

Mine Safety Disclosure

Not Applicable.

PART II

[removed: 10-K 1 d829718d10k.htm FORM 10-K][added: FORM 10-K]

For the fiscal year ended December 31, [removed: 2014][added: 2015]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the [removed: proceeding] [added: preceding] 12 months (or for such shorter period that the registrant was required to submit and post such files).

The aggregate market value of the voting stock held by non-affiliates of the registrant as of [removed: June 27, 2014] [added: July 2, 2015] was approximately [removed: $3.8] [added: $4.1] billion based upon the closing price of the registrant’s Common Stock on the New York Stock Exchange on that date.

The number of shares outstanding of the registrant’s only class of Common Stock as of February [removed: 20, 2015] [added: 22, 2016] was [removed: 217,783,809] [added: 204,336,493] shares.

Portions of the registrant’s proxy statement in connection with its [removed: 2015] [added: 2016] annual meeting of shareholders are incorporated by reference into Part III of this Form 10-K.

[removed: |] PART [removed: I. | | | | | | |][added: I]

[removed: Item] [added: | Item] 1A. [added: | | [Risk Factors](#toc126262_3) | | | 9 | |]

[removed: Unresolved] [added: | Item 1B. | | [Unresolved] Staff [removed: Comments 16][added: Comments](#toc126262_4) | | | 17 | |]

[removed: Legal Proceedings 16][added: | Item 3. | | [Legal Proceedings](#toc126262_6) | | | 18 | |]

10-K 1 d126262d10k.htm 10-K

##### [Table of Contents](#toc)

##### [Table of Contents](#toc)

| [PART I.](#toc126262_1) | | | | | | [](#toc126262_1) |

| Item 1. | | [Business](#toc126262_2) | | | 1 | |

| Item 2. | | [Properties](#toc126262_5) | | | 18 | |

| Item 4. | | [Mine Safety Disclosure](#toc126262_7) | | | 18 | |

| | | | | | | |

| [PART II.](#toc126262_8) | | | | | | [](#toc126262_8) |

| Item 5. | | [Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities](#toc126262_9) | | | 19 | |

| Item 6. | | [Selected Financial Data](#toc126262_10) | | | 20 | |

| Item 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of Operation](#toc126262_11) | | | 21 | |

| Item 7A. | | [Quantitative and Qualitative Disclosures about Market Risk](#toc126262_12) | | | 39 | |

| Item 8. | | [Financial Statements and Supplementary Data](#toc126262_13) | | | 41 | |

| Item 9. | | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#toc126262_14) | | | 98 | |

| Item 9A. | | [Controls and Procedures](#toc126262_15) | | | 98 | |

| Item 9B. | | [Other Information](#toc126262_16) | | | 98 | |

| | | | | | | |

| [PART III.](#toc126262_17) | | | | | | [](#toc126262_17) |

| Item 10. | | [Directors, Executive Officers and Corporate Governance](#toc126262_18) | | | 99 | |

| Item 11. | | [Executive Compensation](#toc126262_19) | | | 99 | |

| Item 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#toc126262_20) | | | 99 | |

| Item 13. | | [Certain Relationships and Related Transactions, and Director Independence](#toc126262_21) | | | 99 | |

| Item 14. | | [Principal Accountant Fees and Services](#toc126262_22) | | | 99 | |

| | | | | | | |

| [PART IV.](#toc126262_23) | | | | | | [](#toc126262_23) |

| Item 15. | | [Exhibits and Financial Statement Schedule](#toc126262_24) | | | 100 | |

| | | [Signatures](#toc126262_25) | | | 106 | |

##### [Table of Contents](#toc)

TERADYNE, INC.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act.

When used herein, the words “will,” “would,” “believe,” “anticipate,” “plan,” “expect,” “estimate,” “project,” “intend,” “may,” “see,” “target” and other words and terms of similar meaning are intended to identify forward-looking statements although not all forward looking statements contain these identifying words.

Forward looking statements involve risks and uncertainties, including, but not limited to, those discussed in the section entitled “Risk Factors” of this annual report on Form 10-K and elsewhere, and in other reports we file with the Securities and Exchange Commission.

Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management’s analysis only as of the date hereof and are subject to risks and uncertainties that could cause actual results to differ materially from those stated or implied.

Teradyne assumes no obligation to update these forward-looking statements for any reason, except as may be required by law.

Item 1.

Business 1

Risk Factors 8

Item 1B.

Item 2.

Properties 16

Item 3.

##### [Table of Contents](#toc)

| North Reading, Massachusetts | | Semiconductor [removed: Test,] [added: Test &] System Test | | | 1-2-3-4-5 | | | | 422,000 | |

| Cebu, Philippines | | Semiconductor Test | | | [removed: 1-5] [added: 1-2-5] | | | | [removed: 135,000] [added: 183,000] | |

| Sunnyvale, California | | Wireless Test [added: & Semiconductor Test] | | | 2-3-4-5 | | | | [removed: 75,000] [added: 91,000] | |

| Shanghai, China | | Semiconductor Test, System [removed: Test &] [added: Test,] Wireless Test [added: & Industrial Automation] | | | 3-4-5 | | | | [removed: 68,000] [added: 80,000] | |

| Singapore, Singapore | | Semiconductor Test [added: & Industrial Automation] | | | 1-3-4 | | | | [removed: 23,000] [added: 32,000] | |

| Odense, Denmark | | Industrial Automation | | | 2-3-4-5 | | | | 121,000 | |

| | | | | | | | | | 850,000 | |

| | | | | | | | | | 644,000 | |

[removed: |] PART [removed: II. | | | | | | |][added: II]

| --- | --- |

Not Applicable.

##### [Table of Contents](#toc)

| | | | | | | |

Item 5.

Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 18

Item 6.

Selected Financial Data 19

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operation 19

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk 37

Item 8.

Financial Statements and Supplementary Data 38

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 92

Item 9A.

Controls and Procedures 92

| First [removed: Quarter] [added: quarter] | | $ | 20.54 | | | $ | 17.36 | | | [added: $] | N/A | |

| Second [removed: Quarter] [added: quarter] | | | 20.72 | | | | 16.95 | | | [removed: $] | 0.06 | (1) |

The number of record holders of our common stock at February [removed: 20, 2015] [added: 22, 2016] was [removed: 2,108.][added: 1,898.]

In January 2014, [added: August 2014 and November 2014,] our Board of Directors [removed: initiated] [added: declared] a quarterly [added: cash] dividend [removed: program.][added: of $0.06 per share.]

The cumulative repurchases as of December 31, [removed: 2014] [added: 2015] totaled [removed: 2.6] [added: 15.6] million shares of common stock for [removed: $31.2] [added: $300] million at an average price [removed: of $11.84] per [removed: share.][added: share of $19.20.]

In January 2015, our Board of Directors cancelled the November 2010 stock repurchase program and authorized a new stock repurchase program for up to $500 [removed: million, $300] million of [removed: which we intend to repurchase in 2015.][added: common stock.]

The following table includes information with respect to repurchases we made of our common stock during the quarter ended December 31, [removed: 2014] [added: 2015] (in thousands except per share price):

| Period | | (a) Total Number of Shares (or Units) Purchased | | [added: | |] (b) Average Price Paid per Share (or Unit) | | | | (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | | [added: | |] (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that [removed: May] [added: may] Yet Be Purchased Under the Plans or Programs | | |

| 2015 | | | | | | | | | | | | |

| First quarter | | $ | 20.15 | | | $ | 17.60 | | | $ | 0.06 | |

| Second quarter | | | 21.33 | | | | 18.03 | | | | 0.06 | |

| Third quarter | | | 20.00 | | | | 16.06 | | | | 0.06 | |

| Fourth quarter | | | 21.58 | | | | 18.09 | | | | 0.06 | |

In January 2015, May 2015, August 2015 and November 2015, our Board of Directors declared a quarterly cash dividend of $0.06 per share.

In 2016, we intend to repurchase between $100 million and $200 million of common stock.

Under the November 2010 program, we repurchased 2.6 million shares of common stock for $31.2 million at an average price of $11.84 per share.

##### [Table of Contents](#toc)

| | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| October 5, 2015 – November 1, 2015 | | | 1,492 | | | $ | 18.49 | | | | 1,480 | | | $ | 245,801 | |

| November 2, 2015 – November 29, 2015 | | | 1,229 | | | $ | 20.09 | | | | 1,228 | | | $ | 221,120 | |

| November 30, 2015 – December 31, 2015 | | | 1,031 | | | $ | 20.48 | | | | 1,029 | | | $ | 200,051 | |

| | | | | | | | | | | | | | | | | |

| | | | 3,752 | (1) | | $ | 19.56 | (1) | | | 3,737 | | | | | |

| | | | | | | | | | | | | | | | | |

| (1) | Includes approximately fifteen thousand shares at an average price of $20.25 withheld from employees for the payment of taxes. |

| --- | --- |

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2013 | | | | | | | | | | | | |

| First Quarter | | $ | 17.66 | | | $ | 15.44 | | | | N/A | |

| Second Quarter | | | 18.57 | | | | 14.05 | | | | N/A | |

| Third Quarter | | | 18.73 | | | | 15.22 | | | | N/A | |

| Fourth Quarter | | | 17.90 | | | | 15.75 | | | | N/A | |

Our Board of Directors declared quarterly cash dividends of $0.06 per share of common stock payable in each of the second, third and fourth quarters of 2014.

| September 29, 2014 – October 26, 2014 | | — | | $ | — | | | — | | $ | 168,825 | |

| October 27, 2014 – November 23, 2014 | | — | | $ | — | | | — | | $ | 168,825 | |

| November 24, 2014 – December 31, 2014 | | — | | $ | — | | | — | | $ | 168,825 | |

| | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | |

| Consolidated Statement of Operations Data [removed: (1)(2)(3)(4)(5)(6):] [added: (1)(2)(3)(4)(5)(6)(7):] | | | | | | | | | | | | | | | | | | | | |

| Revenues | | $ | [removed: 1,647,824] [added: 1,639,578] | | | $ | [removed: 1,427,933] [added: 1,647,824] | | | $ | [removed: 1,656,750] [added: 1,427,933] | | | $ | [removed: 1,429,061] [added: 1,656,750] | | | $ | [removed: 1,566,162] [added: 1,429,061] | |

| Income from continuing operations | | | [removed: 81,272] [added: 206,477] | | | | [removed: 164,947] [added: 81,272] | | | | [removed: 217,049] [added: 164,947] | | | | [removed: 343,957] [added: 217,049] | | | | [removed: 379,692] [added: 343,957] | |

| Net income | | $ | [removed: 81,272] [added: 206,477] | | | $ | [removed: 164,947] [added: 81,272] | | | $ | [removed: 217,049] [added: 164,947] | | | $ | [removed: 369,873] [added: 217,049] | | | $ | [removed: 384,820] [added: 369,873] | |

| Income from continuing operations per common share—basic | | $ | [removed: 0.40] [added: 0.98] | | | $ | [removed: 0.86] [added: 0.40] | | | $ | [removed: 1.16] [added: 0.86] | | | $ | [removed: 1.86] [added: 1.16] | | | $ | [removed: 2.11] [added: 1.86] | |

| Income from continuing operations per common share—diluted | | $ | [removed: 0.37] [added: 0.97] | | | $ | [removed: 0.70] [added: 0.37] | | | $ | [removed: 0.94] [added: 0.70] | | | $ | [removed: 1.52] [added: 0.94] | | | $ | [removed: 1.73] [added: 1.52] | |

| Net income per common share—basic | | $ | [removed: 0.40] [added: 0.98] | | | $ | [removed: 0.86] [added: 0.40] | | | $ | [removed: 1.16] [added: 0.86] | | | $ | [removed: 2.00] [added: 1.16] | | | $ | [removed: 2.14] [added: 2.00] | |

| Net income per common share—diluted | | $ | [removed: 0.37] [added: 0.97] | | | $ | [removed: 0.70] [added: 0.37] | | | $ | [removed: 0.94] [added: 0.70] | | | $ | [removed: 1.63] [added: 0.94] | | | $ | [removed: 1.75] [added: 1.63] | |

| Cash dividend declared per common share | | $ | [removed: 0.18] [added: 0.24] | | | $ | [removed: —] [added: 0.18] | | | $ | — | | | $ | — | | | $ | — | |

| Total assets | | $ | [removed: 2,538,520] [added: 2,548,674] | | | $ | [removed: 2,629,824] [added: 2,538,520] | | | $ | [removed: 2,429,345] [added: 2,629,824] | | | $ | [removed: 2,188,639] [added: 2,429,345] | | | $ | [removed: 1,810,355] [added: 2,188,639] | |

| Short-term debt obligations | | [added: $] | — | | | [added: $] | [removed: 186,663] [added: —] | | | [added: $] | [removed: 2,328] [added: 186,663] | | | [added: $] | [removed: 2,573] [added: 2,328] | | | [added: $] | [removed: 2,450] [added: 2,573] | |

| Long-term debt obligations | | $ | — | | | $ | — | | | $ | [removed: 171,059] [added: —] | | | $ | [removed: 159,956] [added: 171,059] | | | $ | [removed: 150,182] [added: 159,956] | |

| [removed: (1)] [added: (2)] | The Consolidated Statement of Operations Data for the year ended December 31, 2014 includes a $98.9 million goodwill impairment charge related to the Wireless Test segment and $46.6 million of pension actuarial losses. |

| [removed: (2)] [added: (3)] | The Consolidated Statement of Operations Data for the year ended December 31, 2013 includes a $34.2 million gain from the sale of an equity investment and $10.3 million of pension actuarial gains. |

| [removed: (3)] [added: (4)] | The Consolidated Statement of Operations Data for the year ended December 31, 2012 includes $23.3 million of pension actuarial losses. |

| [removed: (4)] [added: (7)] | As a result of the divestiture of Diagnostic Test Solutions in 2011, we are reporting this business unit as discontinued operations for [removed: 2011 and 2010.] [added: 2011.] |

| [removed: (5)] [added: (6)] | The Consolidated Statement of Operations Data for the year ended December 31, 2011 includes the results of operations of LitePoint from October 5, 2011. |

| [removed: (6)] [added: (5)] | The Consolidated Statement of Operations Data for the year ended December 31, 2011 includes a tax benefit of $129.5 million due primarily to the release of the deferred tax valuation allowance and $13.6 million of pension actuarial losses. |

| (1) | The Consolidated Statement of Operations Data for the year ended December 31, 2015 includes $17.7 million of pension actuarial losses, a $5.4 million gain from the sale of an equity investment and the results of operations of Universal Robots from June 12, 2015. |

##### [Table of Contents](#toc)

| --- | --- |

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a) (1) present fairly, in all material respects, the financial position of Teradyne, Inc. and its subsidiaries [added: (the “Company”)] at December 31, [removed: 2014] [added: 2015] and [removed: December 31, 2013,] [added: 2014,] and the results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2014] [added: 2015] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2014,] [added: 2015,] based on criteria established in [removed: Internal] [added: _Internal] Control—Integrated Framework [removed: (2013)] [added: (2013)_] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

The Company’s management is responsible for these financial [removed: statements,] [added: statements and financial statement schedule,] for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in [removed: “Management’s] [added: Management’s] Annual Report on Internal Control over Financial [removed: Reporting”] [added: Reporting] appearing under Item 9A.

Our responsibility is to express opinions on these financial [removed: statements] [added: statements, on the financial statement schedule,] and on the Company’s internal control over financial reporting based on our integrated audits.

December 31, [removed: 2014] [added: 2015] and [removed: 2013][added: 2014]

| | | [added: 2015 | | | |] 2014 | | | | 2013 | | |

| Cash and cash equivalents [added: at beginning of year] | | [removed: $] | 294,256 | | | [removed: $] | 341,638 | | [added: | | 338,920 | |]

| Marketable securities | | | [removed: 533,787] [added: 477,696] | | | | [removed: 586,882] [added: 533,787] | |

| Accounts receivable, less allowance for doubtful accounts of [removed: $2,491] [added: $2,407] and [removed: $2,912] [added: $2,491] in [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] respectively | | | [removed: 151,034] [added: 211,293] | | | | [removed: 157,642] [added: 151,034] | |

| Parts | | | [removed: 70,821] [added: 73,117] | | | | [removed: 84,232] [added: 70,821] | |

| Assemblies in process | | | [removed: 10,347] [added: 32,825] | | | | [removed: 15,539] [added: 10,347] | |

| Finished goods | | | [removed: 23,961] [added: 47,646] | | | | [removed: 38,168] [added: 23,961] | |

| Deferred tax assets | | | [removed: 57,239] [added: 54,973] | | | | [removed: 72,478] [added: 57,239] | |

| Prepayments | | | [removed: 95,819] [added: 91,519] | | | | [removed: 136,374] [added: 95,819] | |

| Other current assets | | | [removed: 6,582] [added: 6,194] | | | | [removed: 7,324] [added: 6,582] | |

| Total current assets | | | [removed: 1,243,846] [added: 1,259,968] | | | | [removed: 1,440,277] [added: 1,243,846] | |

| [removed: Net property,] [added: Property,] plant and [removed: equipment] [added: equipment, net] | | | [removed: 329,038] [added: 273,414] | | | | [removed: 275,236] [added: 329,038] | |

| Marketable securities | | | [removed: 470,789] [added: 265,928] | | | | [removed: 271,078] [added: 470,789] | |

| Deferred tax assets | | | [removed: 7,494] [added: 7,404] | | | | [removed: 5,217] [added: 7,494] | |

| Other assets | | | [removed: 10,419] [added: 13,080] | | | | [removed: 14,591] [added: 10,419] | |

| Retirement plans assets | | | [removed: 12,896] [added: 636] | | | | [removed: 9,342] [added: 12,896] | |

| Intangible assets, net | | | [removed: 190,600] [added: 239,831] | | | | [removed: 252,291] [added: 190,600] | |

| Goodwill | | | [removed: 273,438] [added: 488,413] | | | | [removed: 361,792] [added: 273,438] | |

| Total assets | | $ | [removed: 2,538,520] [added: 2,548,674] | | | $ | [removed: 2,629,824] [added: 2,538,520] | |

| Accounts payable | | $ | [removed: 47,763] [added: 92,358] | | | $ | [removed: 62,874] [added: 47,763] | |

| Accrued employees’ compensation and withholdings | | | [removed: 100,994] [added: 113,994] | | | | [removed: 95,619] [added: 100,994] | |

| Deferred revenue and customer advances | | | [removed: 71,603] [added: 85,527] | | | | [removed: 55,404] [added: 71,603] | |

| Other accrued liabilities | | | [removed: 51,997] [added: 43,727] | | | | [removed: 63,712] [added: 50,247] | |

| Accrued income taxes | | | [removed: 20,049] [added: 21,751] | | | | [removed: 11,360] [added: 20,049] | |

| Long-term deferred revenue and customer advances | | | [removed: 19,929] [added: 25,745] | | | | [removed: 13,756] [added: 19,929] | |

| Retirement plans liabilities | | | [removed: 108,460] [added: 103,531] | | | | [removed: 91,517] [added: 108,460] | |

| Deferred tax liabilities | | | [removed: 23,315] [added: 26,663] | | | | [removed: 40,686] [added: 23,315] | |

| Long-term other accrued liabilities | | | [removed: 15,430] [added: —] | | | | [removed: 23,139] [added: —] | | [added: | | 2,455 | | | | 2,455 | |]

| Total liabilities | | | [removed: 459,540] [added: 582,888] | | | | [removed: 644,730] [added: 459,540] | |

| Common stock, $0.125 par value, 1,000,000 shares authorized, [removed: 216,613] [added: 203,641] and [removed: 191,731] [added: 216,613] shares issued and outstanding at December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] respectively | | | [removed: 27,077] [added: 25,455] | | | | [removed: 23,966] [added: 27,077] | |

| Additional paid-in capital | | | [removed: 1,437,135] [added: 1,480,647] | | | | [removed: 1,390,896] [added: 1,437,135] | |

| Accumulated other comprehensive [added: (loss)] income | | | [removed: 4,689] [added: (8,144] | [added: )] | | | [removed: 4,000] [added: 4,689] | |

| Retained earnings | | | [removed: 610,079] [added: 467,828] | | | | [removed: 566,232] [added: 610,079] | |

| Total shareholders’ equity | | | [removed: 2,078,980] [added: 1,965,786] | | | | [removed: 1,985,094] [added: 2,078,980] | |

| Total liabilities and shareholders’ equity | | $ | [removed: 2,538,520] [added: 2,548,674] | | | $ | [removed: 2,629,824] [added: 2,538,520] | |

As described in Management’s Annual Report on Internal Controls over Financial Reporting appearing under Item 9A, management has excluded Universal Robots A/S from its assessment of internal control over financial reporting as of December 31, 2015 because it was acquired by the Company in a purchase business combination on June 11, 2015.

We have also excluded Universal Robots A/S from our audit of internal control over financial reporting.

Universal Robots A/S is a wholly-owned subsidiary whose total assets and total revenues represent 14% and 3%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2015.

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| | | | 153,588 | | | | 105,129 | |

| Contingent consideration | | | 15,500 | | | | 895 | |

| Total current liabilities | | | 372,857 | | | | 291,551 | |

| Long-term contingent consideration | | | 21,936 | | | | 2,455 | |

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| Foreign currency translation adjustment, net of tax of $0 | | | (8,759 | ) | | | — | | | | — | |

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| Repurchase of common stock | | | (15,621 | ) | | | (1,953 | ) | | | | | | | | | | | (297,996 | ) | | | (299,949 | ) |

| Cash dividends | | | | | | | | | | | | | | | | | | | (50,732 | ) | | | (50,732 | ) |

| Net income | | | | | | | | | | | | | | | | | | | 206,477 | | | | 206,477 | |

| Foreign currency translation adjustment | | | | | | | | | | | | | | | (8,759 | ) | | | | | | | (8,759 | ) |

| Amortization of prior service (credit) cost, net of tax of $(169) | | | | | | | | | | | | | | | (295 | ) | | | | | | | (295 | ) |

| Balance, December 31, 2015 | | | 203,641 | | | $ | 25,455 | | | $ | 1,480,647 | | | $ | (8,144 | ) | | $ | 467,828 | | | $ | 1,965,786 | |

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| Deferred taxes | | | (7,124 | ) | | | (19,928 | ) | | | (3,316 | ) |

| Other | | | (34 | ) | | | 2,874 | | | | (5 | ) |

| Inventories | | | 15,559 | | | | 51,803 | | | | 22,282 | |

| Income taxes | | | (5,156 | ) | | | 24,417 | | | | 680 | |

| Repurchase of common stock | | | (299,949 | ) | | | — | | | | — | |

| Payment of revolving credit facility costs | | | (2,253 | ) | | | — | | | | — | |

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Teradyne designs, develops, manufactures and sells automatic test systems used to test semiconductors, wireless products, data storage and complex electronics systems in the consumer electronics, wireless, automotive, industrial, computing, communications, and aerospace and defense industries.

Teradyne’s industrial automation products include collaborative robots used by global manufacturing and light industrial customers to improve quality, increase manufacturing efficiency and decrease manufacturing costs.

| | • | | industrial automation (“Industrial Automation”) products. |

On June 11, 2015, Teradyne acquired Universal Robots A/S (“Universal Robots”) for approximately $284 million of cash plus up to an additional $65 million of cash if certain performance targets are met extending through 2018.

Universal Robots is the leading supplier of collaborative robots which are low-cost, easy-to-deploy and simple-to-program robots that work side by side with production workers.

Universal Robots is a separate operating and reportable segment, Industrial Automation.

Outside the United States, Teradyne

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recognizes revenue upon shipment or at delivery destination point, even if Teradyne retains a form of title to products delivered to customers, provided the sole purpose is to enable Teradyne to recover the products in the event of customer payment default and the arrangement does not prohibit the customer’s use or resale of the product in the ordinary course of business.

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expense based on historical experience.

| Acquisition | | | 409 | |

| Acquisition | | | 870 | |

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February 27, 2015

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| | | | 105,129 | | | | 137,939 | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| Debt | | | — | | | | 186,663 | |

| Total current liabilities | | | 292,406 | | | | 475,632 | |

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| Balance, December 31, 2011 | | | 183,587 | | | $ | 22,948 | | | $ | 1,293,130 | | | $ | 4,746 | | | $ | 184,236 | | | $ | 1,505,060 | |

| Net income | | | | | | | | | | | | | | | | | | | 217,049 | | | | 217,049 | |

| | | | | | | | | | | | | |

| Deferred taxes | | | (4,411 | ) | | | (4,284 | ) | | | 5,556 | |

| Other | | | 3,505 | | | | 1,107 | | | | (2,250 | ) |

| Inventories | | | 51,172 | | | | 21,170 | | | | 17,652 | |

| Accrued income taxes | | | 8,900 | | | | 1,648 | | | | 19,804 | |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

There was no change in our internal control over financial reporting during the fourth fiscal quarter ended December 31, [removed: 2014] [added: 2015] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Based on our evaluation under the framework in _Internal Control—Integrated Framework (2013)_, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2014.][added: 2015.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2014] [added: 2015] has been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm, as stated in their report which is included under Item 8 of this Annual Report.

In accordance with SEC responses to frequently asked questions regarding the evaluation of internal control of entities subject to a business combination, we have excluded Universal Robots from our assessment of internal control over financial reporting as of December 31, 2015.

As previously announced, we acquired Universal Robots A/S on June 11, 2015 pursuant to a Share Sale and Purchase Agreement, dated as of May 13, 2015.

The total assets and total revenues of Universal Robots represent 14% and 3%, respectively, of our consolidated financial statement amounts as of and for the year ended December 31, 2015.

| --- | --- |

Item 9B.

Other Information

None.

PART III

PART [removed: I][added: III]

| --- | --- |

None.

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| | | | | | | |

| PART III. | | | | | | |

Item 10.

Directors, Executive Officers and Corporate Governance 93

Item 11.

Executive Compensation 93

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 93

Item 13.

Certain Relationships and Related Transactions, and Director Independence 93

Item 14.

Principal Accountant Fees and Services 93

| | | | | | | |

| PART IV. | | | | | | |

Item 15.

Exhibits and Financial Statement Schedule 94

| | | Signatures | | | 100 | |

TERADYNE, INC.

FORM 10-K

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act.

When used herein, the words “will,” “would,” “believe,” “anticipate,” “plan,” “expect,” “estimate,” “project,” “intend,” “may,” “see,” “target” and other words and terms of similar meaning are intended to identify forward-looking statements although not all forward looking statements contain these identifying words.

Forward looking statements involve risks and uncertainties, including, but not limited to, those discussed in the section entitled “Risk Factors” of this annual report on Form 10-K and elsewhere, and in other reports we file with the Securities and Exchange Commission.

Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management’s analysis only as of the date hereof and are subject to risks and uncertainties that could cause actual results to differ materially from those stated or implied.

Teradyne assumes no obligation to update these forward-looking statements for any reason, except as may be required by law.

Certain information relating to our directors and executive officers, committee information, reports and charters, executive compensation, security ownership of certain beneficial owners and management and related stockholder matters, and certain relationships and related transactions is incorporated by reference herein from our definitive proxy statement in connection with our Annual Meeting of Shareholders to be held on May [removed: 12, 2015.][added: 10, 2016.]

Certain information relating to our directors and executive officers, executive compensation, security ownership of certain beneficial owners and management and related stockholder matters, and certain relationships and related transactions is incorporated by reference herein from our definitive proxy statement in connection with our Annual Meeting of Shareholders to be held on May [removed: 12, 2015.][added: 10, 2016.]

Certain information relating to our directors and executive officers, executive compensation, security ownership of certain beneficial owners and management and related stockholder matters, and certain relationships and related transactions is incorporated by reference herein from our definitive proxy statement in connection with our Annual Meeting of Shareholders to be held on May [removed: 12, 2015.][added: 10, 2016.]

Certain information relating to our directors and executive officers, executive compensation, security ownership of certain beneficial owners and management and related stockholder matters, and certain relationships and related transactions is incorporated by reference herein from our definitive proxy statement in connection with our Annual Meeting of Shareholders to be held on May [removed: 12, 2015.][added: 10, 2016.]

Certain information relating to audit fees and other of Teradyne’s independent registered public accounting firm is incorporated by reference herein from our definitive proxy statement in connection with our Annual Meeting of Shareholders to be held on May [removed: 12, 2015.][added: 10, 2016.]

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| [Report of Independent Registered Public Accounting [removed: Firm](#tx829718_1)] [added: Firm](#tx126262_101)] | | | [removed: 38] [added: 41] | |

| [Consolidated Balance Sheets as of December 31, [removed: 2014] [added: 2015] and [removed: 2013](#tx829718_2)] [added: 2014](#tx126262_102)] | | | [removed: 39] [added: 42] | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012](#tx829718_3)] [added: 2013](#tx126262_103)] | | | [removed: 40] [added: 43] | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012](#tx829718_4)] [added: 2013](#tx126262_104)] | | | [removed: 41] [added: 44] | |

| [Consolidated Statements of Shareholders’ Equity for the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012](#tx829718_5)] [added: 2013](#tx126262_105)] | | | [removed: 42] [added: 45] | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012](#tx829718_6)] [added: 2013](#tx126262_106)] | | | [removed: 43] [added: 46] | |

| Description | | Balance [removed: at Beginning] [added: at Beginning] of Period | | | | [removed: Additions Charged] [added: Additions Charged] to Cost and Expenses | | | | Other | | | | Deductions | | | | Balance at End of Period | | |

| [removed: 2012] [added: 2015] Allowance for doubtful accounts | | $ | [removed: 4,102] [added: 2,491] | | | $ | [removed: 78] [added: —] | | | $ | — | | | $ | [removed: 62] [added: 84] | | | $ | [removed: 4,118] [added: 2,407] | |

| 2014 Inventory reserve | | $ | 115,857 | | | $ | 22,193 | | | $ | [removed: 6,918] [added: 7,064] | | | $ | [removed: 33,716] [added: 33,862] | | | $ | 111,252 | |

| 10.6 | | Addendum to Standard Manufacturing Agreement (Authorized Purchase [removed: Agreement) – Revised] [added: Agreement)—Revised] July 1, 2010. | | Exhibit 10.6 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010. |

| 10.9 | | 2006 Equity and Cash Compensation Incentive Plan, as amended.* | | Appendix A to Teradyne’s Notice and Proxy Statement on Schedule 14A filed April [removed: 11, 2013.] [added: 2, 2015.] |

| 10.11 | | Form of Time-Based Restricted Stock Unit Agreement for Executive Officers under 2006 Equity and Cash Compensation Incentive Plan.* | | [removed: Exhibit 10.11 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.] [added: Filed herewith.] |

| 10.12 | | Form of Restricted Stock Unit Agreement for Directors under 2006 Equity and Cash Compensation Incentive Plan.* | | [removed: Exhibit 10.10 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.] [added: Filed herewith.] |

| [removed: 10.14] [added: 10.15] | | Deferral Plan for Non-Employee Directors, as amended.* | | Exhibit 10.2 to Teradyne’s Quarterly Report on form 10-Q for the quarter ended September 28, 2008. |

| [removed: 10.15] [added: 10.16] | | Supplemental Savings Plan, as amended and restated.* | | Exhibit 10.18 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008. |

| [removed: 10.16] [added: 10.17] | | Supplemental Executive Retirement Plan, as restated.* | | Exhibit 10.19 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008. |

| [removed: 10.17] [added: 10.22] | | Executive Officer [added: Change in Control] Agreement dated January 22, 2014 between Teradyne and [removed: Michael A. Bradley.*] [added: Mark Jagiela, as amended.*] | | Exhibit [removed: 10.23] [added: 10.29] to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013. |

| 10.19 | | Employment Agreement dated [removed: July 30,] [added: August 9,] 2004 between Teradyne and [removed: Michael A. Bradley.*] [added: Gregory R. Beecher.*] | | Exhibit [removed: 10.38] [added: 10.40] to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended July 4, 2004. |

| 10.20 | | Employment Agreement dated [removed: August 9,] [added: May 7,] 2004 between Teradyne and [removed: Gregory R. Beecher.*] [added: Mark Jagiela.*] | | Exhibit [removed: 10.40] [added: 10.37] to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended July 4, 2004. |

| [removed: 10.21] [added: 10.24] | | Employment Agreement dated [removed: May 7, 2004] [added: July 24, 2009] between Teradyne and [removed: Mark Jagiela.*] [added: Charles J. Gray.*] | | Exhibit [removed: 10.37] [added: 10.1] to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended [removed: July] [added: April] 4, [removed: 2004.] [added: 2010.] |

| [removed: 10.22] [added: 10.21] | | Amended and Restated Executive Officer Change in Control Agreement dated December 30, 2008 between Teradyne and Gregory R. Beecher, as amended.* | | Exhibit 10.28 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012. |

| 10.23 | | [added: Amended and Restated] Executive Officer Change in Control Agreement dated [removed: January 22, 2014] [added: May 26, 2009] between Teradyne and [removed: Mark Jagiela,] [added: Charles J. Gray,] as amended.* | | Exhibit [removed: 10.29] [added: 10.30] to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2013.] [added: 2012.] |

| [removed: 10.24] [added: 10.25] | | Amended and Restated Executive Officer Change in Control Agreement dated [removed: May 26, 2009] [added: June 30, 2012] between Teradyne and [removed: Charles J. Gray,] [added: Walter G. Vahey,] as amended.* | | Exhibit [removed: 10.30] [added: 10.32] to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012. |

| [removed: 10.25] [added: 10.27] | | [removed: Employment] [added: Executive Officer] Agreement dated [removed: July 24, 2009] [added: June 29, 2012] between Teradyne and [removed: Charles J. Gray.*] [added: Jeffrey Hotchkiss.*] | | Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended [removed: April 4, 2010.] [added: July 1, 2012.] |

| 10.26 | | [removed: Amended and Restated Executive Officer Change in Control] [added: Employment] Agreement dated [removed: June 30, 2012] [added: February 6, 2013] between Teradyne and Walter G. [removed: Vahey, as amended.*] [added: Vahey.*] | | Exhibit [removed: 10.32] [added: 10.33] to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012. |

| 10.28 | | Executive Officer [added: Change in Control] Agreement dated [removed: June 29, 2012] [added: September 1, 2014] between [removed: Teradyne] [added: Teradyne, Inc.] and [removed: Jeffrey Hotchkiss.*] [added: Bradford Robbins.*] | | Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended [removed: July 1, 2012.] [added: September 28, 2014.] |

| [removed: 10.29] [added: 10.14] | | Form of Executive Officer Stock Option Agreement under 2006 Equity and Cash Compensation Incentive Plan, as amended.* | | [removed: Exhibit 10.35 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.] [added: Filed herewith.] |

| [removed: 10.30] [added: 10.29] | | [removed: Executive Officer Change in Control] [added: Employment] Agreement dated September 1, 2014 between Teradyne, Inc. and Bradford Robbins.* | | Exhibit [removed: 10.1] [added: 10.2] to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2014. |

| [removed: 10.32] [added: 10.30] | | Form of Indemnification Agreement.* | | Exhibit 10.24 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006. |

| [removed: 10.33] [added: 10.31] | | Nextest Systems Corporation 1998 Equity Incentive Plan, as amended. | | Exhibit 10.33 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008. |

| [removed: 10.34] [added: 10.32] | | Nextest Systems Corporation 2006 Equity Incentive Plan. | | Exhibit 10.34 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008. |

| [removed: 10.35] [added: 10.33] | | Eagle Test Systems, Inc. 2003 Stock Option and Grant Plan. | | Exhibit 10.35 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008. |

| [removed: 10.36] [added: 10.34] | | Eagle Test Systems, Inc. 2006 Stock Option and Incentive Plan. | | Exhibit 10.36 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008. |

| [removed: 10.37] [added: 10.35] | | LitePoint Corporation 2002 Stock [removed: Plan] [added: Plan.] | | Exhibit 10.42 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011. |

Pursuant to the requirements of Section 13 or 15(d) 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 this [removed: 27th] [added: 29th] day of February, [removed: 2015.][added: 2016.]

| /S/ ROY A. VALLEE Roy A. Vallee | | Chair of the Board | | February [removed: 27, 2015] [added: 29, 2016] |

| /S/ MARK E. JAGIELA Mark E. Jagiela | | Chief Executive Officer (Principal Executive Officer) | | February [removed: 27, 2015] [added: 29, 2016] |

| /S/ GREGORY R. BEECHER Gregory R. Beecher | | Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | | February [removed: 27, 2015] [added: 29, 2016] |

| /S/ MICHAEL A. BRADLEY Michael A. Bradley | | Director | | February [removed: 27, 2015] [added: 29, 2016] |

| /S/ DANIEL W. CHRISTMAN Daniel W. Christman | | Director | | February [removed: 27, 2015] [added: 29, 2016] |

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| 2015 Inventory reserve | | $ | 111,252 | | | $ | 21,332 | | | $ | 1,680 | | | $ | 14,888 | | | $ | 119,376 | |

| 2015 Valuation allowance | | $ | 41,737 | | | $ | 1,322 | | | $ | — | | | $ | 20 | | | $ | 43,039 | |

##### [Table of Contents](#toc)

| 2.1 | | Share Sale and Purchase Agreement by and among Teradyne Holdings Denmark ApS, Teradyne Inc. and the shareholders of Universal Robots A/S dated May 13, 2015. | | Exhibit 2.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended July 5, 2015. |

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| 10.36 | | Credit Agreement among Teradyne, Inc., Barclays Bank PLC, as the administrative agent and collateral agent, and the lenders party thereto dated April 27, 2015. | | Exhibit 10.1 to Teradyne’s Current Report on Form 8-K filed May 1, 2015. |

| 10.37 | | Amendment No. 1 to Credit Agreement dated as of May 19, 2015 among Teradyne Inc., Barclays Bank PLC, as the administrative agent, and the lenders party thereto. | | Exhibit 10.2 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended July 5, 2015. |

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| 2012 Inventory reserve | | $ | 123,512 | | | $ | 26,849 | | | $ | 5,353 | | | $ | 13,876 | | | $ | 141,838 | |

| 2012 Valuation allowance | | $ | 51,066 | | | $ | 4,626 | | | $ | — | | | $ | 246 | | | $ | 55,446 | |

| 10.27 | | Employment Agreement dated February 6, 2013 between Teradyne and Walter G. Vahey.* | | Exhibit 10.33 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012. |

| 10.31 | | Employment Agreement dated September 1, 2014 between Teradyne, Inc. and Bradford Robbins.* | | Exhibit 10.2 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2014. |