A Dark Vector Cognition product

Item 15. Exhibits and Financial Statement Schedules.

19K characters. Original on sec.gov · Markdown

Item 15. Exhibits and Financial Statement Schedules.

| --- | --- |

15(a)(1) Financial Statements

The following consolidated financial statements are included in Item 8:

Page
Report of Independent Registered Public Accounting Firm41
Consolidated Balance Sheets as of December 31, 2015 and 201442
Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 201343
Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 201344
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2015, 2014 and 201345
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 201346

15(a)(2) Financial Statement Schedule

The following consolidated financial statement schedule is included in Item 15(c):

Schedule II—Valuation and Qualifying Accounts

Schedules other than those listed above have been omitted since they are either not required or information is otherwise included.

15(a)(3) Listing of Exhibits

The Exhibits which are filed with this report or which are incorporated by reference herein are set forth in the Exhibit Index.

15(c) Financial Statement Schedules

Table of Contents

TERADYNE, INC.

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

Column AColumn BColumn CColumn DColumn EColumn F
DescriptionBalance at Beginning of PeriodAdditions Charged to Cost and ExpensesOtherDeductionsBalance at End of Period
(in thousands)
Valuation reserve deducted in the balance sheet from the asset to which it applies:
Accounts receivable:
2015 Allowance for doubtful accounts$2,491$—$—$84$2,407
2014 Allowance for doubtful accounts$2,912$55$—$476$2,491
2013 Allowance for doubtful accounts$4,118$69$—$1,275(1)$2,912
(1)Based upon an improvement in the aging of accounts receivables in 2013, Teradyne reduced its allowance for doubtful accounts by approximately $1 million.
Column AColumn BColumn CColumn DColumn EColumn F
DescriptionBalance at Beginning of PeriodAdditions Charged to Cost and ExpensesOtherDeductionsBalance at End of Period
(in thousands)
Valuation reserve deducted in the balance sheet from the asset to which it applies:
Inventory:
2015 Inventory reserve$111,252$21,332$1,680$14,888$119,376
2014 Inventory reserve$115,857$22,193$7,064$33,862$111,252
2013 Inventory reserve$141,838$16,592$2,568$45,141$115,857
Column AColumn BColumn CColumn DColumn EColumn F
DescriptionBalance at Beginning of PeriodAdditions Charged to Cost and ExpensesOtherDeductionsBalance at End of Period
(in thousands)
Valuation reserve deducted in the balance sheet from the asset to which it applies:
Deferred taxes:
2015 Valuation allowance$41,737$1,322$—$20$43,039
2014 Valuation allowance$40,386$1,380$—$29$41,737
2013 Valuation allowance$55,446$4,546$—$19,606$40,386
Table of Contents

EXHIBIT INDEX

The following designated exhibits are, as indicated below, either filed herewith or have heretofore been filed with the Securities and Exchange Commission and are referred to and incorporated by reference to such filings.

Exhibit No.DescriptionSEC Document Reference
2.1Share 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.
3.1Restated Articles of Organization, as amended.Exhibit 3.01 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended July 2, 2000.
3.2Amended and Restated By-laws, as amended.Exhibit 3.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.
10.1†Standard Manufacturing Agreement entered into as of November 24, 2003 by and between Teradyne and Solectron.Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.
10.2†Amendment 1 to Standard Manufacturing Agreement, dated as of January 18, 2007, by and between Teradyne and Solectron.Exhibit 10.2 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.
10.3†Second Amendment to Standard Manufacturing Agreement, dated as of August 27, 2007, by and between Teradyne and Solectron.Exhibit 10.3 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.
10.4Fifth Amendment to Standard Manufacturing Agreement, dated as of July 17, 2009, by and between Teradyne and Flextronics Corporation.Exhibit 10.4 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.
10.5†Sixth Amendment to Standard Manufacturing Agreement, dated as of July 27, 2009, by and between Teradyne and Flextronics Corporation.Exhibit 10.5 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.
10.6Addendum to Standard Manufacturing Agreement (Authorized Purchase 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.
10.7Eighth Amendment to Standard Manufacturing Agreement, dated as of April 13, 2012, by and between Teradyne and Flextronics Sales & Marketing North Asia (L) LTD.Exhibit 10.7 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
10.8†Ninth Amendment to Standard Manufacturing Agreement, dated as of September 17, 2012, by and between Teradyne and Flextronics Sales & Marketing North Asia (L) LTD.Exhibit 10.8 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
Table of Contents
Exhibit No.DescriptionSEC Document Reference
10.92006 Equity and Cash Compensation Incentive Plan, as amended.*Appendix A to Teradyne’s Notice and Proxy Statement on Schedule 14A filed April 2, 2015.
10.10Form of Performance-Based Restricted Stock Unit Agreement for Executive Officers under 2006 Equity and Cash Compensation Incentive Plan.*Filed herewith.
10.11Form of Time-Based Restricted Stock Unit Agreement for Executive Officers under 2006 Equity and Cash Compensation Incentive Plan.*Filed herewith.
10.12Form of Restricted Stock Unit Agreement for Directors under 2006 Equity and Cash Compensation Incentive Plan.*Filed herewith.
10.131996 Employee Stock Purchase Plan, as amended.*Appendix B to Teradyne’s Notice and Proxy Statement on Schedule 14A filed April 11, 2013.
10.14Form of Executive Officer Stock Option Agreement under 2006 Equity and Cash Compensation Incentive Plan, as amended.*Filed herewith.
10.15Deferral 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.
10.16Supplemental 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.
10.17Supplemental 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.
10.18Agreement Regarding Termination Benefits dated January 22, 2014 between Teradyne and Mark Jagiela.*Exhibit 10.24 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.
10.19Employment Agreement dated August 9, 2004 between Teradyne and Gregory R. Beecher.*Exhibit 10.40 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended July 4, 2004.
10.20Employment Agreement dated May 7, 2004 between Teradyne and Mark Jagiela.*Exhibit 10.37 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended July 4, 2004.
10.21Amended 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.
Table of Contents
Exhibit No.DescriptionSEC Document Reference
10.22Executive Officer Change in Control Agreement dated January 22, 2014 between Teradyne and Mark Jagiela, as amended.*Exhibit 10.29 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.
10.23Amended and Restated Executive Officer Change in Control Agreement dated May 26, 2009 between Teradyne and Charles J. Gray, as amended.*Exhibit 10.30 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
10.24Employment Agreement dated July 24, 2009 between Teradyne and Charles J. Gray.*Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended April 4, 2010.
10.25Amended and Restated Executive Officer Change in Control Agreement dated June 30, 2012 between Teradyne and Walter G. Vahey, as amended.*Exhibit 10.32 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
10.26Employment 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.
10.27Executive Officer Agreement dated June 29, 2012 between Teradyne and Jeffrey Hotchkiss.*Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2012.
10.28Executive Officer Change in Control Agreement dated September 1, 2014 between Teradyne, Inc. and Bradford Robbins.*Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2014.
10.29Employment 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.
10.30Form of Indemnification Agreement.*Exhibit 10.24 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006.
10.31Nextest 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.
10.32Nextest 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.
10.33Eagle 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.
10.34Eagle 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.
Table of Contents
Exhibit No.DescriptionSEC Document Reference
10.35LitePoint Corporation 2002 Stock Plan.Exhibit 10.42 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011.
10.36Credit 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.
10.37Amendment 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.
21.1Subsidiaries of Teradyne.Filed herewith.
23.1Consent of PricewaterhouseCoopers LLP.Filed herewith.
31.1Rule 13a-14(a) Certification of Principal Executive Officer.Filed herewith.
31.2Rule 13a-14(a) Certification of Principal Financial Officer.Filed herewith.
32.1Section 1350 Certification of Principal Executive Officer.Furnished herewith.
32.2Section 1350 Certification of Principal Financial Officer.Furnished herewith.
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
†-Confidential treatment granted.
*-Management contract or compensatory plan.
Table of Contents

SIGNATURES

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 29th day of February, 2016.

TERADYNE, INC.
By:/S/ GREGORY R. BEECHER
Gregory R. Beecher,
Vice President, Chief Financial Officer and Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SignatureTitleDate
/S/ ROY A. VALLEE Roy A. ValleeChair of the BoardFebruary 29, 2016
/S/ MARK E. JAGIELA Mark E. JagielaChief Executive Officer (Principal Executive Officer)February 29, 2016
/S/ GREGORY R. BEECHER Gregory R. BeecherVice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)February 29, 2016
/S/ MICHAEL A. BRADLEY Michael A. BradleyDirectorFebruary 29, 2016
/S/ DANIEL W. CHRISTMAN Daniel W. ChristmanDirectorFebruary 29, 2016
/S/ EDWIN J. GILLIS Edwin J. GillisDirectorFebruary 29, 2016
/S/ TIMOTHY E. GUERTIN Timothy E. GuertinDirectorFebruary 29, 2016
/S/ MERCEDES JOHNSON Mercedes JohnsonDirectorFebruary 29, 2016
/S/ PAUL J. TUFANO Paul J. TufanoDirectorFebruary 29, 2016

Previous: Item 14. Principal Accountant Fees and Services