Teradyne (TER) 10-K risk factor changes: FY2020 vs FY2019

Risks Associated with [removed: Our] [added: Operating a Global] Business

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

In each of the [removed: years 2019, 2018] [added: years, 2020, 2019] and [removed: 2017,] [added: 2018,] our five largest direct customers in aggregate accounted for [removed: 27%,] [added: 36%,] 27% and [removed: 32%] [added: 27%] of consolidated revenues, respectively.

We estimate consolidated revenues driven by Huawei, combining direct sales to that customer with sales to the customer’s [removed: OSATs,] [added: OSATs] accounted for approximately [removed: 11%, 4%] [added: 3%, 11%] and [removed: 1%] [added: 4%] of our consolidated revenues in [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] respectively.

We estimate consolidated revenues driven by [removed: another] [added: one] OEM customer, combining direct sales to that customer with sales to the customer’s OSATs (which include Taiwan Semiconductor Manufacturing Company Ltd.), accounted for approximately [removed: 10%, 13%] [added: 25%, 10%] and [removed: 22%] [added: 13%] of our consolidated revenues in [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] respectively.

[added: The] loss of a significant customer or any reduction in orders by these customers, including reductions due to market or competitive conditions, [removed: such as we experienced in our Wireless Test segment,] would likely have a material adverse effect on our business, financial [removed: condition] [added: conditions] or results of operations.

| | • | [added: |] a worldwide economic slowdown or disruption in the global financial or industrial markets; |

| | • | [added: |] competitive pressures on selling prices; |

| | • | [added: |] our ability to introduce, and the market acceptance of, new products; |

| | • | [added: |] changes in product revenues mix resulting from changes in customer demand; |

| | • | [added: |] the level of orders received which can be shipped in a quarter because of the tendency of customers to wait until late in a quarter to commit to purchase due to capital expenditure approvals and constraints occurring at the end of a quarter, or the hope of obtaining more favorable pricing from a competitor seeking the business; |

| | • | [added: |] engineering and development investments relating to new product introductions, and the expansion of manufacturing, outsourcing and engineering operations in Asia; |

| | • | [added: |] provisions for excess and obsolete inventory relating to the lack of demand for and the discontinuance of products; |

| | • | [added: |] impairment charges for certain long-lived and intangible assets, and goodwill; |

| | • | [added: |] an increase in the leasing of our products to customers; |

| | • | [added: |] disruption caused by health [removed: epidemics,] [added: pandemics,] such as the [removed: coronavirus outbreak;] [added: coronavirus;] |

| | • | [added: |] our ability to expand our global distribution channel for our collaborative and mobile robots; |

| | • | [added: |] parallel or multi-site testing which could lead to a decrease in the ultimate size of the market for our semiconductor and electronic test products; and |

| | • | [added: |] the ability of our suppliers and subcontractors to meet product quality or delivery requirements needed to satisfy customer orders for our products, especially if consolidated revenues increase. |

| | • | [added: |] unexpected changes in legal and regulatory requirements affecting international markets; |

| | • | [added: |] changes in tariffs and exchange rates; |

| | • | [added: |] social, political and economic instability, acts of terrorism and international conflicts; |

| | • | [added: |] disruption caused by health [removed: epidemics,] [added: pandemics,] such as the [removed: coronavirus outbreak;] [added: coronavirus;] |

| | • | [added: |] difficulties in protecting intellectual property; |

| | • | [added: |] difficulties in accounts receivable collection; |

| | • | [added: |] cultural differences in the conduct of business; |

| | • | [added: |] difficulties in staffing and managing international operations; |

| | • | [added: |] compliance with anti-corruption laws; |

| | • | [added: |] compliance with data privacy regulations; |

| | • | [added: |] compliance with customs and trade regulations; and |

| | • | [added: |] compliance with international tax laws and regulations. |

[removed: Disruption of manufacturing or supply sources in these] international locations could materially adversely impact our ability to fill customer orders and potentially result in lost business.

The implementation of tariffs [removed: and export controls] on our products may have a material impact on our business.

Our business operations and supply chain are global and may be disrupted by the implementation of [removed: tariffs and export controls on our products.][added: tariffs.]

In 2018, the United States Trade Representative imposed a 25% tariff on many [added: lists of] products, including certain Teradyne products that are made in China and imported into the United States.

As a result, [removed: we do not expect that] the [added: existing] tariff [removed: will have] [added: has not had] a material adverse effect on our business, financial condition or results of operations.

[removed: Also in] [added: In] 2018, the United States Department of Commerce announced that it has commenced a review of new export controls focusing on emerging and foundational technologies.

[removed: While there is uncertainty as to the technologies that will be covered, the] [added: The] new export controls could cover technologies used in one or more Teradyne products [removed: and, therefore,] [added: and therefore] could impact the [removed: sale] [added: sales] of certain Teradyne [removed: products and have a material adverse effect on our business, financial condition or results of operations.][added: products.]

We have [removed: implemented] [added: implemented, if appropriate,] operational changes that [added: would] mitigate the impact of the retaliatory tariffs.

Trade regulations and restrictions [removed: could] impact our ability to sell products to and support certain customers, which may materially adversely affect our sales and results of operations.

Risks Related to the

Pandemic

The novel coronavirus

(COVID-19)

pandemic has impacted our business and could materially adversely affect our results of operations, financial condition, liquidity or cash flows.

The global pandemic of the novel strain of the coronavirus

(COVID-19)

has resulted in government authorities implementing numerous measures in an effort to contain the spread of the virus, such as travel bans and restrictions, limitations on gatherings or social distancing requirements, quarantines,

shelter-in-place

orders, and business limitations and shutdowns.

These measures have impacted our

day-to-day

operations and disrupted our business, workforce and operations, as well as the operations of our customers, contract manufacturers and suppliers.

pandemic, and the numerous measures implemented by authorities in response, has adversely impacted our results of operations, including increasing costs company-wide and decreasing demand in our Industrial Automation businesses, but we cannot accurately estimate the full extent of the impact for our 2020 financial results or to our future financial results.

The

pandemic has significantly increased economic uncertainty in our markets, resulting in a decrease in demand for our industrial automation products.

The spread of

has caused us to modify our business practices, including implementing social distancing protocols, suspending employee travel, requiring most employees to work remotely, canceling physical participation in meetings, events and conferences, and extensively and frequently disinfecting our workspaces, and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers, contract manufacturers and suppliers.

We are continuing to monitor the rapidly evolving situation regarding the

pandemic and the availability of vaccinations where we do business.

However, we are unable to accurately predict the full impact of

COVID-19,

which will depend on future developments that are highly uncertain and cannot be predicted with accuracy, including, but not limited to, any new surges of the virus, the availability of vaccines, further government actions to contain the virus, and how quickly and to what extent normal economic and operating conditions can resume.

Risks Associated with Teradyne’s Markets

operating results.

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Compliance with these laws has not

Compliance with the Entity List restrictions has not significantly impacted our sales.

In addition, the prohibition on transfers of U.S. origin technology to Huawei could significantly limit our ability to service certain of our products sold to Huawei and our ability to engage in product development activities with Huawei and, therefore, could have a material adverse effect on our business, financial condition or results of operations.

Furthermore, Huawei’s inability to obtain products from other companies in its supply chain may adversely impact Huawei’s demand for our products.

Huawei or other foreign customers affected by future U.S. government sanctions or threats of sanctions may respond by developing their own solutions to replace our products or by adopting our foreign competitors’ solutions.

These modified regulations, if implemented as currently reported, would impact our ability to continue to sell certain products directly to Huawei and HiSilicon, both of which are significant Teradyne customers.

However, based on our understanding, these proposed modified regulations would not impact our sales to third party contract manufacturers used by Huawei and HiSilicon to manufacture and test semiconductor and other electronic devices.

Because the business environment for Huawei is both fluid and uncertain, there are also risks that Huawei and HiSilicon may have less demand for our products and/or may purchase products from our competitors who are not impacted by the U.S. regulations.

Until these or any new regulations become public and effective, we will not know the extent of the impact on our business with Huawei and HiSilicon.

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We design, develop, manufacture and sell automatic test systems used to test semiconductors, wireless products, data storage and complex electronics systems in [removed: the] [added: many industries including] consumer electronics, wireless, automotive, industrial, computing, communications, and aerospace and defense industries.

Our industrial automation products include collaborative robotic arms, autonomous mobile robots [added: (“AMRs”)] and advanced robotic control software used by global [removed: manufacturing] [added: manufacturing, logistics] and light industrial customers to improve quality, increase manufacturing and material handling efficiency and decrease manufacturing [added: and logistics] costs.

| | • | [added: |] semiconductor test (“Semiconductor Test”) systems; |

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

| [added: Industrial Automation] | [removed: •] | [removed: industrial automation (“Industrial Automation”) products; and] | [added: 9 | | | | 13 | |]

| [added: Wireless Test] | [removed: •] | [removed: wireless test (“Wireless Test”) systems.] | [added: 6 | | | | 7 | |]

In [removed: 2019,] [added: 2020,] revenue in our test businesses exceeded our plan as a result of Semiconductor Test demand [removed: in China,] [added: by our largest customer,] early 5G test investments and strength in our System Test businesses.

The revenue [removed: growth] of our Industrial Automation [removed: businesses] [added: business] was below our plan.

In [removed: 2020,] [added: 2021,] we expect [removed: continued] strong momentum in our test businesses and [removed: improvement in the] [added: return to] growth [removed: of our] [added: for] Industrial [removed: Automation businesses.][added: Automation.]

| | • | [added: |] We account for a contract with a customer when there is written approval, the contract is committed, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of collection. |

| | • | [added: |] We periodically enter into contracts with customers in which a customer may purchase a combination of goods and services, such as products with extended warranty obligations. We determine performance obligations by assessing whether the products or services are distinct from the other elements of the contract. In order to be distinct, the product or service must perform either on its own or with readily available resources and must be separate within the context of the contract. |

| | • | [added: |] We consider the amount stated on the face of the purchase order to be the transaction price. We do not have variable consideration which could impact the stated purchase price agreed to by us and the customer. |

| | • | [added: |] Transaction price is allocated to each individual performance obligation based on the standalone selling price of that performance obligation. We use standalone transactions when available to value each performance obligation. If standalone transactions are not available, we will estimate the standalone selling price through market assessments or cost plus a reasonable margin analysis. Any discounts from standalone selling price are spread proportionally to each performance obligation. |

| | • | [added: |] In order to determine the appropriate timing for revenue recognition, we first determine if the transaction meets any of three criteria for over time recognition. If the transaction meets the criteria for over time recognition, we recognize revenue as the good or service is delivered. We use input variables such as hours or months utilized or costs incurred to determine the amount of revenue to recognize in a given period. Input variables are used as they best align consumption with benefit to the customer. For transactions that do not meet the criteria for over time recognition, we will recognize revenue at a point in time based on an assessment of the five criteria for transfer of control. We have concluded that revenue should be recognized when shipped or delivered based on contractual terms. Typically, acceptance of our products and services is a formality as we deliver similar systems, instruments and robots to standard specifications. In cases where acceptance is not deemed a formality, we will defer revenue recognition until customer acceptance. |

[added: We calculate] the expected return on plan assets using the fair value of the plan assets.

“Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and [removed: Net Periodic Postretirement Benefit Cost]

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

in the first quarter of 2017, we made an accounting policy election to continue accounting for forfeitures by applying an estimated forfeiture rate and recognizing compensation costs only for those [removed: stock-based] [added: stock- based] compensation awards expected to vest.

[removed: starting in the first quarter of 2017,] excess tax benefits or tax deficiencies are recognized as a discrete tax benefit or discrete tax expense to the current income tax provision in our consolidated statements of operations and are reported as cash flows from operating activities.

In [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] we recognized a discrete tax benefit of [removed: $4.9] [added: $9.6] million, [removed: $7.6] [added: $4.9] million and [removed: $6.3] [added: $7.6] million, respectively, related to net excess tax benefit.

[added: ” This assessment included the evaluation of scheduled] reversals of deferred tax liabilities, estimates of projected future taxable income and

We account for our investments in debt and equity securities in accordance with the provisions of [removed: ASC]

[added: ASC] 320-10,

| | • | [added: |] The length of time and the extent to which the market value has been less than cost; |

| | • | [added: |] The financial condition and near-term prospects of the issuer; and |

| | • | [added: |] The intent and ability to retain the investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value. |

[removed: Financial Instruments—Overall (Subtopic 825-10):] Recognition and Measurement of Financial Assets and Financial Liabilities.

[removed: ” We adopted the new accounting] guidance in the first quarter of 2018 using the modified retrospective approach.

[removed: If] [added: goodwill impairment will be] the [removed: book value of] [added: amount by which] a reporting [removed: unit] [added: unit’s carrying value] exceeds its fair value, [removed: the implied fair value of goodwill is compared with] [added: not to exceed] the carrying amount of goodwill.

No goodwill impairment was identified in [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017.][added: 2018.]

The fair value of identifiable intangible assets is based on detailed cash [removed: flow] [added: flows] valuations that use information and assumptions provided by management.

[removed: While we believe the] assumptions used were appropriate, different assumptions in the valuation of assets acquired and liabilities assumed could have a material impact on the timing and extent of impact on our statements of operations.

Information pertaining to fiscal year [removed: 2017] [added: 2018] results of operations, including a

comparison against fiscal year [removed: 2018,] [added: 2019,] was included in our Annual Report on Form

for the year ended December 31, [removed: 2018] [added: 2019] under Part II, Item 7, “Management’s Discussion and Analysis of Financial Position and Results of Operations,” which was filed with the SEC on March [removed: 1, 2019.][added: 2, 2020.]

| Products | | | [removed: 82.3] [added: 86.2] | % | | | 82.3 | % |

| Services | | | [removed: 17.7] [added: 13.8] | | | | 17.7 | |

| Cost of products | | | [removed: 34.1] [added: 37.1] | | | | [removed: 34.6] [added: 34.1] | |

| Cost of services | | | [removed: 7.5] [added: 5.7] | | | | [removed: 7.3] [added: 7.5] | |

| Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below) | | | [removed: 41.6] [added: 42.8] | | | | [removed: 41.9] [added: 41.6] | |

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We have grown our Industrial Automation business through acquisitions, including Mobile Industrial Robots A/S (“MiR”), a leading maker of collaborative autonomous mobile robots (“AMRs”) for industrial applications, in 2018 and AutoGuide, LLC (“AutoGuide”), a maker of high payload AMRs, in 2019.

The market for our industrial automation products is dependent on the adoption of new automation technologies by large manufacturers as well as small and medium enterprises (SMEs) throughout the world.

In 2020, our Industrial Automation businesses were negatively impacted by the global industrial downturn as well as the

pandemic.

Our strategy is to focus on profitably growing market share in our test businesses the introduction of differentiated products that target growth segments, and accelerating growth through continued investment in our Industrial Automation businesses.

We plan to execute on our strategy while balancing capital allocations between returning capital to our shareholders through dividends and stock repurchases and using capital for with opportunistic acquisitions.

Impact of the

Pandemic on our Business

The novel coronavirus

(COVID-19)

pandemic has resulted in government authorities implementing numerous measures in an effort to contain the spread of the virus, such as travel bans and restrictions, limitations on gatherings or social distancing requirements, quarantines,

shelter-in-place

orders, and business limitations and shutdowns.

These measures have impacted our

day-to-day

operations and disrupted our business, workforce and operations, as well as the operations of our customers, contract manufacturers and suppliers.

We are continuing to monitor the rapidly evolving situation regarding the

pandemic and the availability and impact of vaccinations.

However, we are unable to accurately predict the full impact of

COVID-19,

which will depend on future developments that are highly uncertain and cannot be predicted with accuracy, including, but not limited to, any new surges in areas where we do business, the availability of vaccinations, any further government actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume.

Health and Safety

In response to the

pandemic, we have taken proactive, aggressive action to protect the health and safety of our employees, customers, contract manufacturers and suppliers and we have complied with all government orders around the globe.

The spread of

has caused us to modify our business practices, including implementing social distancing protocols, suspending employee travel, requiring most employees to work remotely, cancelling physical participation in meetings, and extensively and frequently disinfecting our workspaces.

Around the world, the majority of our employees are working from home.

However, some of our engineering, operations, supply line and customer support teams must be

on-site

at our or our customers’

facilities.

We are providing those

on-site

employees with the necessary protective resources and procedures to minimize their exposure risk.

We may take further actions as may be required or recommended by government authorities or that we determine are in the best interests of our employees, customers, contract manufacturers and suppliers.

Operations

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We have a customer base which includes integrated device manufacturers (“IDMs”), outsourced semiconductor assembly and test providers (“OSATs”), original equipment manufacturers (“OEMs”), wafer foundries, fabless companies that design, but contract with others for the manufacture 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 contractors, and distributors that sell collaborative robots, autonomous mobile robots and wireless test systems.

The sales of our products and services are dependent, to a large degree, on these customers who are subject to cyclical trends in the demand for their products.

These cyclical periods have had, and will continue to have, a significant effect on our business because our customers often delay or accelerate purchases in reaction to changes in their businesses and to demand fluctuations in the semiconductor, electronics and industrial automation industries.

Historically, these demand fluctuations have resulted in significant variations in our results of operations.

On February 26, 2018, we acquired Energid Technologies Corporation (“Energid”) for a total purchase price of approximately $27.6 million.

Energid’s technology enables and simplifies the programming of complex robotic motions used in a wide variety of end markets, ranging from heavy industry to healthcare, utilizing both traditional robots and collaborative robots.

Energid is included in our Industrial Automation segment.

On April 25, 2018, we acquired Mobile Industrial Robots ApS (“MiR”), a Danish limited liability company.

MiR is a leading maker of collaborative autonomous mobile robots (“AMRs”) for industrial applications.

The total purchase price was approximately $197.8 million, which included cash paid of approximately $145.2 million and $52.6 million in fair value of contingent consideration payable upon achievement of certain thresholds and targets for revenue and earnings before interest and taxes through 2020.

Contingent consideration for 2018 was $30.8 million and was paid in March 2019.

Contingent consideration for 2019 was $9.1 million and is expected to be paid in March 2020.

The remaining maximum contingent consideration that could be paid is $63.2 million.

MiR is included in our Industrial Automation segment.

Based on our December 31, 2019 goodwill impairment test, the MiR reporting unit’s estimated fair value exceeded its carrying value by 14%.

The MiR goodwill amount is $123.6 million as of December 31, 2019.

Key assumptions in the goodwill valuation model are forecasted revenues, discount rate and earnings before interest and taxes.

A change in any of these key assumptions could result in the reporting unit being impaired in a future period.

On January 30, 2019, we acquired all of the issued and outstanding shares of Lemsys SA (“Lemsys”) for a total purchase price of approximately $9.1 million.

Lemsys strengthens our position in the electrification trends of vehicles, solar, wind, and industrial applications.

Lemsys is included in our Semiconductor Test segment.

On June 3, 2019, we invested $15.0 million in RealWear, Inc. (“RealWear”).

RealWear, a private company, develops and sells advanced wearable technology including industrial, hands-free, head-mounted augmented reality devices that make the workplace safer and more productive.

On February 28, 2020, RealWear’s debt holder demanded repayment of its $25.0 million loan to RealWear.

As a result, in the fourth quarter of 2019, we recorded an impairment charge of $15.0 million to reduce our investment in RealWear to zero as of December 31, 2019.

On November 13, 2019, we acquired 100% of the membership interests of AutoGuide, LLC (“AutoGuide”), a maker of high payload AMRs, an emerging and fast growing segment of the global forklift market.

The total purchase price was approximately $81.7 million, which included cash paid of approximately $57.8 million and $24.0 million in fair value of contingent consideration payable upon achievement of certain performance targets, extending potentially through 2022.

The maximum contingent consideration that could be paid is $106.9 million.

AutoGuide’s AMRs are used for material transport of payloads up to 4,500 kg in manufacturing, warehouse and logistics applications.

These products complement MiR’s lower payload products.

AutoGuide is included in our Industrial Automation segment, which is a key component of our growth strategy.

We believe our recent acquisitions and investments have enhanced our opportunities for growth.

We intend to continue to invest in our business, grow market share in our markets and further expand our addressable markets while tightly managing our costs.

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There were no customers who accounted for 10% or more of our accounts receivable balance as of December 31, [removed: 2019 or December 31, 2018.][added: 2019.]

As of December 31, [removed: 2019,] [added: 2020,] the Notes had a fair value of [removed: $1,010] [added: $1,740] million.

The table below provides a sensitivity analysis of hypothetical 10% changes of Teradyne’s stock price as of the end of [removed: 2019] [added: 2020] and the estimated impact on the fair value of the Notes.

As of December 31, [removed: 2019, 2018,] [added: 2020] and [removed: 2017,] [added: 2019,] 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.

The potential change in the fair value from changes in interest rates is immaterial as of December 31, [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]

As of December 31, 2020, a customer of our Semiconductor Test segment, JA Mitsui Leasing, Ltd., accounted for 25% of our accounts receivable balance.

The balance was paid in full as of February 22, 2021.

| 10% Increase | | $ | 1,917,955 | | | $ | 178,402 | | | | 10.3 | % |

| No Change | | | 1,739,553 | | | | — | | | | — | |

| 10% Decrease | | | 1,569,357 | | | | (170,196 | ) | | | (9.8 | ) |

| 10% Increase | | $ | 1,103,496 | | | $ | 93,221 | | | | 9.2 | % |

| No Change | | | 1,010,275 | | | | — | | | | — | |

| 10% Decrease | | | 918,822 | | | | (91,453 | ) | | | (9.1 | ) |

We design, develop, manufacture and sell automatic test systems used to test semiconductors, wireless products, data storage and complex electronics systems in [removed: the] [added: many industries including] consumer electronics, wireless, automotive, industrial, computing, communications, and aerospace and defense industries.

Our industrial automation products include collaborative robotic arms, autonomous mobile robots and advanced robotic control software used by global [removed: manufacturing] [added: manufacturing, logistics] and light industrial customers to improve quality, increase manufacturing and material handling efficiency and decrease manufacturing [added: and logistics] costs.

| | • | [added: |] semiconductor test (“Semiconductor Test”) systems; |

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

| | • | [added: |] industrial automation (“Industrial Automation”) [removed: products; and] [added: products.] |

| | • | [added: |] wireless test (“Wireless Test”) [removed: systems.] [added: systems; and] |

In [removed: 2019,] [added: 2020,] revenue in our test businesses exceeded our plan as a result of Semiconductor Test demand [removed: in China,] [added: by our largest customer,] early 5G test investments and strength in our System Test businesses.

The revenue [removed: growth] of our Industrial Automation business was below our plan.

In [removed: 2020,] [added: 2021,] we expect [removed: continued] strong momentum in our test businesses and [removed: improvement in the] [added: a return to] growth [removed: of our] [added: for] Industrial [removed: Automation businesses.][added: Automation.]

[removed: On November 13, 2019, we acquired 100% of the membership interests of AutoGuide, LLC (“AutoGuide”),] [added: AutoGuide is] a maker of high payload AMRs, an emerging and fast growing segment of the global forklift market.

Semiconductor Test products and services are sold to [removed: IDMs] [added: integrated device manufacturers (“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 wafers, and [removed: OSATs] [added: semiconductor assembly and test providers (“OSATs”)] that provide test and assembly services for the final packaged devices to both Fabless companies and IDMs.

| | • | [added: |] improve and control product quality; |

| | • | [added: |] measure and improve product performance; |

| | • | [added: |] reduce time to market; and |

| | • | [added: |] increase production yields. |

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

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

| | • | [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. |

These end use markets continue to be drivers for the FLEX [added: Test Platform family of products because they require a wide range of technologies and instrument coverage.]

The FLEX Test Platform has an installed base of more than [removed: 7,000] [added: 8,000] systems.

The J750 platform has an installed base of over [removed: 5,800] [added: 5,900] systems.

Our Magnum platform addresses the requirements of mass production test of memory devices [removed: such as] [added: for] flash [removed: memory] and [removed: DRAM.][added: DRAM memory.]

The Magnum platform has an installed base of over [removed: 2,800] [added: 3,200] systems.

[removed: a] high [removed: performance multi-site production test system to test high] complexity power devices in automotive, industrial and consumer applications.

The ETS platform has an installed base of over [removed: 5,200] [added: 5,600] systems.

Our System Test segment is comprised of three business units: [removed: Defense/Aerospace,] Storage [removed: Test] [added: Test, Defense/Aerospace,] and Production Board Test.

Our Industrial Automation segment is comprised of [removed: four] [added: three] business units: Universal Robots, Mobile Industrial [removed: Robots, AutoGuide] [added: Robots] and [removed: Energid.][added: AutoGuide.]

Universal [removed: Robots, which was acquired in June 2015,] [added: Robots] is a leading supplier of collaborative robots, which are

Collaborative robots are designed to mimic the motion of a human arm and can be fitted with task specific grippers or [removed: fixtures] [added: end effectors] to support a wide range of applications.

Universal Robots offers [removed: three] [added: a variety of] collaborative robot models, [added: including] the UR3, [removed: UR5,] [added: UR5] and UR10, [removed: each with different weight carrying capacity and arm reach.]

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

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

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

| | • | [added: |] short payback period, on average less than 12 months. |

Cumulatively, Universal Robots has sold over [removed: 42,000] [added: 51,000] collaborative robots in diverse production environments and applications.

[removed: MiR, which was acquired in April 2018,] [added: MiR] is a leading supplier of [removed: collaborative autonomous mobile robots (“AMRs”),] [added: AMRs,] which are

mobile robots that increase manufacturing [added: and warehouse efficiency and decrease costs.]

MiR offers [removed: four] [added: five] collaborative autonomous mobile robot models, the MiR100, MiR200, [removed: MiR500] [added: MiR500, MiR1000] and [removed: MiR 1000] [added: MiR250] (launched in [removed: May 2019)] [added: March 2020)] each with different payload carrying capacity.

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

| | • | [added: |] ease of use, speed of deployment and flexibility in allowing customers to change the task as their demands dictate; |

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We have grown our Industrial Automation business through acquisitions, including Mobile Industrial Robots A/S (“MiR”), a leading maker of collaborative autonomous mobile robots (“AMRs”) for industrial applications, in 2018 and AutoGuide, LLC (“AutoGuide”), a maker of high payload AMRs, in 2019.

The market for our Industrial Automation products is dependent on the adoption of new automation technologies by large

manufacturers as well as small and medium enterprises (SMEs) throughout the world.

In 2020, our Industrial Automation businesses were negatively impacted by the global industrial downturn as well as the

pandemic.

Our strategy is to focus on profitably growing market share in our test businesses through the introduction of differentiated products that target growth segments and accelerating growth through continued investment in our Industrial Automation businesses.

We plan to execute on our strategy while balancing capital allocations between returning capital to our shareholders through dividends and stock repurchases and using capital for opportunistic acquisitions.

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a high performance multi-site production test system to test

standards such as WiFi 6E which makes use of the newly allocated

6-7GHz

spectrum.

Location technologies have traditionally been satellite-based wireless signals such as GPS and GLONASS, which are tested on LitePoint’s connectivity and cellular equipment.

A new technology called Ultra-WideBand is being adopted in IoT, automotive and mobile phones.

Ultra-WideBand provides finer location capability and is tested on LitePoint’s

IQgig-UWB

equipment.

each with different weight carrying capacity and arm reach.

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In 2020, Universal Robots introduced ActiNav, an autonomous bin picking kit for machine tending applications.

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Some of our competitors have introduced or

| | | 2020 | | | | 2019 | | |

| | | $ | 929.6 | | | $ | 810.0 | |

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

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We have a customer base which includes integrated device manufacturers (“IDMs”), outsourced semiconductor assembly and test providers (“OSATs”), original equipment manufacturers (“OEMs”), wafer foundries, fabless companies that design, but contract with others for the manufacture 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 contractors, and distributors that sell collaborative robots, autonomous mobile robots and wireless test systems.

The sales of our products and services are dependent, to a large degree, on customers who are subject to cyclical trends in demand for their products.

These cyclical periods have had, and will continue to have, a significant effect on our business because our customers often delay or accelerate purchases in reaction to changes in their businesses and to demand fluctuations in the semiconductor, electronics and industrial automation industries.

Historically, these demand fluctuations have resulted in significant variations in our results of operations.

On February 26, 2018, we acquired Energid Technologies Corporation (“Energid”) for a total purchase price of approximately $27.6 million.

Energid’s technology enables and simplifies the programming of complex robotic motions used in a wide variety of end markets, ranging from heavy industry to healthcare, utilizing both traditional robots and collaborative robots.

Energid is included in our Industrial Automation segment.

On April 25, 2018, we acquired Mobile Industrial Robots ApS (“MiR”), a Danish limited liability company.

MiR is a leading maker of collaborative autonomous mobile robots (“AMRs”) for industrial applications.

The total purchase price was approximately $197.8 million, which included cash paid of approximately $145.2 million and $52.6 million in fair value of contingent consideration payable upon achievement of certain thresholds and targets for revenue and earnings before interest and taxes through 2020.

Contingent consideration for 2018 was $30.8 million and was paid in March 2019.

Contingent consideration for 2019 was $9.1 million and is expected to be paid in March 2020.

The remaining maximum contingent consideration that could be paid is $63.2 million.

MiR is included in our Industrial Automation segment.

On January 30, 2019, we acquired all of the issued and outstanding shares of Lemsys SA (“Lemsys”) for a total purchase price of approximately $9.1 million.

Lemsys strengthens our position in the electrification trends of vehicles, solar, wind, and industrial applications.

Lemsys is included in our Semiconductor Test segment.

On June 3, 2019, we invested $15.0 million in RealWear, Inc. (“RealWear”).

RealWear, a private company, develops and sells advanced wearable technology including industrial, hands-free, head-mounted augmented reality devices that make the workplace safer and more productive.

On February 28, 2020, RealWear’s debt holder demanded repayment of its $25.0 million loan to RealWear.

As a result, in the fourth quarter of 2019, we recorded an impairment charge of $15.0 million to reduce our investment in RealWear to zero as of December 31, 2019.

The total purchase price was approximately $81.7 million, which included cash paid of approximately $57.8 million and $24.0 million in fair value of contingent consideration payable upon achievement of certain performance targets, extending potentially through 2022.

The maximum contingent consideration that could be paid is $106.9 million.

AutoGuide’s AMRs are used for material transport of payloads up to 4,500 kg in manufacturing, warehouse and logistics applications.

These products complement MiR’s lower payload products.

AutoGuide is included in our Industrial Automation segment.

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Test Platform family of products because they require a wide range of technologies and instrument coverage.

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

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For the fiscal year ended December 31, [removed: 2019][added: 2020]

Yes [added: ☒ No ☐]

Yes [added: ☐ No ☒]

Yes [added: ☒ No ☐]

Large accelerated filer [added: ☒ Accelerated]

[removed: Accelerated] filer [added: ☐ Non-accelerated]

Smaller reporting company ☐ Emerging growth company [added: ☐]

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June [removed: 2][added: 26, 2020 was approximately $10.6 billion based upon the closing price of the registrant’s Common Stock on the Nasdaq Stock Market on that date.]

The number of shares outstanding of the registrant’s only class of Common Stock as of February [removed: 24, 2020 was 166,784,497 shares.]

Portions of the registrant’s proxy statement in connection with its [removed: 2020] [added: 2021] annual meeting of shareholders are incorporated by reference into Part III of this Form 10-K.

| Item 1. | | [removed: [Business](#toc860886_2)] [added: [Business](#toc69963_2)] | | | 1 | |

| Item 1A. | | [Risk [removed: Factors](#toc860886_3)] [added: Factors](#toc69963_3)] | | | [removed: 10] [added: 13] | |

| Item 1B. | | [Unresolved Staff [removed: Comments](#toc860886_4)] [added: Comments](#toc69963_4)] | | | [removed: 21] [added: 25] | |

| Item 2. | | [removed: [Properties](#toc860886_5)] [added: [Properties](#toc69963_5)] | | | [removed: 21] [added: 25] | |

| Item 3. | | [Legal [removed: Proceedings](#toc860886_6)] [added: Proceedings](#toc69963_6)] | | | [removed: 22] [added: 25] | |

| Item 4. | | [Mine Safety [removed: Disclosure](#toc860886_7)] [added: Disclosure](#toc69963_7)] | | | [removed: 22] [added: 25] | |

| [PART [removed: II.](#toc860886_8)] [added: II.](#toc69963_8)] | | | | | | |

| Item 5. | | [Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity [removed: Securities](#toc860886_9)] [added: Securities](#toc69963_9)] | | | [removed: 23] [added: 26] | |

| Item 6. | | [Selected Financial [removed: Data](#toc860886_10)] [added: Data](#toc69963_10)] | | | [removed: 23] [added: 26] | |

| Item 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operation](#toc860886_11)] [added: Operation](#toc69963_11)] | | | [removed: 24] [added: 26] | |

| Item 7A. | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#toc860886_12)] [added: Risk](#toc69963_12)] | | | [removed: 40] [added: 44] | |

| Item 8. | | [Financial Statements and Supplementary [removed: Data](#toc860886_13)] [added: Data](#toc69963_13)] | | | [removed: 42] [added: 46] | |

| Item 9. | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#toc860886_14)] [added: Disclosure](#toc69963_14)] | | | [removed: 107] [added: 108] | |

| Item 9A. | | [Controls and [removed: Procedures](#toc860886_15)] [added: Procedures](#toc69963_15)] | | | [removed: 107] [added: 108] | |

| Item 9B. | | [Other [removed: Information](#toc860886_16)] [added: Information](#toc69963_16)] | | | [removed: 108] [added: 109] | |

| [PART [removed: III.](#toc860886_17)] [added: III.](#toc69963_17)] | | | | | | |

| Item 10. | | [Directors, Executive Officers and Corporate [removed: Governance](#toc860886_18)] [added: Governance](#toc69963_18)] | | | [removed: 109] [added: 110] | |

| Item 11. | | [Executive [removed: Compensation](#toc860886_19)] [added: Compensation](#toc69963_19)] | | | [removed: 109] [added: 110] | |

| Item 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#toc860886_20)] [added: Matters](#toc69963_20)] | | | [removed: 109] [added: 110] | |

| Item 13. | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#toc860886_21)] [added: Independence](#toc69963_21)] | | | [removed: 109] [added: 110] | |

| Item 14. | | [Principal Accountant Fees and [removed: Services](#toc860886_22)] [added: Services](#toc69963_22)] | | | [removed: 109] [added: 110] | |

| [PART [removed: IV.](#toc860886_23)] [added: IV.](#toc69963_23)] | | | | | | |

| Item 15. | | [Exhibits and Financial Statement [removed: Schedule](#toc860886_24)] [added: Schedule](#toc69963_24)] | | | [removed: 110] [added: 111] | |

| Item 16. | | [Form 10-K [removed: Summary](#toc860886_25)] [added: Summary](#toc69963_25)] | | | [removed: 111] [added: 112] | |

[removed: Forward looking] [added: 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

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

| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |

☒ No ☐

☒ No ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Yes ☐ No ☒

, 2021 was 166,694,772 shares.

| [PART I.](#toc69963_1) | | | | | | |

| | | [Signatures](#toc69963_26) | | | 118 | |

| | | | | |

| Title of e ach c lass | | Trading Symbol(s) | | Name of e ach e xchange on w hich r egistered |

No

No

No

No

Non-accelerated

No

, 2019 was approximately $7.3 billion based upon the closing price of the registrant’s Common Stock on the

Nasdaq

Stock

Market

on that date.

| [PART I.](#toc860886_1) | | | | | | |

| | | [Signatures](#toc860886_26) | | | 117 | |

We own approximately 600,000 square feet and lease over [removed: 1,400,000] [added: 1,500,000] square feet of office space for these operations.

We regularly evaluate our expected facility needs and periodically [removed: makes] [added: make] adjustments based on these evaluations.

In 2020, we purchased land in San Jose, Costa Rica primarily for our Semiconductor Test and System Test operations.

The new building of approximately 110,000 square feet is expected to be completed in 2021.

We have purchased land in Denmark and plan to build a new building over the next two years for our Industrial Automation operations.

During the next two years, we plan to purchase property and build new buildings in Odense, Denmark for our robotics operations and in San Jose, Costa Rica for our service and manufacturing operations.

Our common stock is traded on the Nasdaq Global Select Market under the trading symbol [removed: “TER”.][added: “TER.” As of February 16, 2021, there were approximately 1,362 holders of record of shares of our common stock.]

The following table includes information with respect to repurchases we made of our common stock during the three months ended December 31, [removed: 2019] [added: 2020] (in thousands except per share price):

| (1) | Includes approximately three thousand shares at an average price of [removed: $60.44] [added: $90.74] withheld from employees for the payment of taxes. |

| September 28, 2020 – October 25, 2020 | | | 1 | | | $ | 79.59 | | | | — | | | $ | 911,535 | |

| October 26, 2020 – November 22, 2020 | | | 2 | | | $ | 89.70 | | | | — | | | $ | 911,535 | |

| November 23, 2020 – December 31, 2020 | | | — | | | $ | 116.15 | | | | — | | | $ | 911,535 | |

| | | | 3 | (1) | | $ | 90.74 | (1) | | | — | | | | | |

| September 30, 2019 – October 27, 2019 | | | 757 | | | $ | 59.49 | | | | 756 | | | $ | 262,786 | |

| October 28, 2019 – November 24, 2019 | | | 690 | | | $ | 63.81 | | | | 689 | | | $ | 218,846 | |

| November 25, 2019 – December 31, 2019 | | | 658 | | | $ | 64.38 | | | | 657 | | | $ | 176,522 | |

| | | | 2,105 | (1) | | $ | 62.43 | (1) | | | 2,102 | | | | | |

Teradyne has early adopted the amendment to Regulation

S-K

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

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

| | | Years Ended December 31, | | | | | | | | | | | | | | | | | | |

| | | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | |

| | | (dollars in thousands, except per share amounts) | | | | | | | | | | | | | | | | | | |

| Consolidated Statement of Operations Data (1)(2)(3)(4)(5): | | | | | | | | | | | | | | | | | | | | |

| Revenues | | $ | 2,294,965 | | | $ | 2,100,802 | | | $ | 2,136,606 | | | $ | 1,753,250 | | | $ | 1,639,578 | |

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

| Net income (loss) | | $ | 467,468 | | | $ | 451,779 | | | $ | 257,692 | | | $ | (43,421 | ) | | $ | 206,477 | |

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

| Net income (loss) per common share-basic | | $ | 2.74 | | | $ | 2.41 | | | $ | 1.30 | | | $ | (0.21 | ) | | $ | 0.98 | |

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

| Net income (loss) per common share-diluted | | $ | 2.60 | | | $ | 2.35 | | | $ | 1.28 | | | $ | (0.21 | ) | | $ | 0.97 | |

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

| Cash dividend declared per common share | | $ | 0.36 | | | $ | 0.36 | | | $ | 0.28 | | | $ | 0.24 | | | $ | 0.24 | |

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

| Consolidated Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | |

| Total assets | | $ | 2,787,014 | | | $ | 2,706,606 | | | $ | 3,109,545 | | | $ | 2,762,493 | | | $ | 2,548,674 | |

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

| Long-term debt obligations | | $ | 394,687 | | | $ | 379,981 | | | $ | 365,987 | | | $ | 352,669 | | | $ | — | |

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

| (1) | The year ended December 31, 2019 includes a $26.0 million tax benefit from the release of uncertain tax position reserves due to the IRS completion of its audit of our 2015 Federal tax return, a $15.0 million charge for the impairment of the investment in RealWear, $8.2 million of pension actuarial losses, and the results of operations of Lemsys and AutoGuide from January 30, 2019 and November 13, 2019, respectively. |

| --- | --- |

| (2) | The year ended December 31, 2018 includes $49.5 million of tax benefit related to the finalization of the U.S. transition tax liability, $3.3 million of pension actuarial gains, and the results of operations of Mobile Industrial Robots and Energid from April 25, 2018 and February 26, 2018, respectively. |

| --- | --- |

| (3) | The year ended December 31, 2017 includes $186.0 million of provisional tax expense related to the Tax Reform Act and $6.6 million of pension actuarial gains. |

| --- | --- |

| (4) | The year ended December 31, 2016 includes a $254.9 million goodwill impairment charge and an $83.3 million acquired intangible assets impairment charge related to the Wireless Test segment, and $3.2 million of pension actuarial gains. |

| --- | --- |

| (5) | 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. |

We have audited the accompanying consolidated balance sheets of Teradyne, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the related consolidated statements of operations, comprehensive income, [added: convertible common shares and] shareholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2019] [added: 2020] appearing under Item 15(c) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019] [added: 2020] 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: 2019,] [added: 2020,] based on criteria established in

[removed: Our responsibility is to express opinions on the Company’s consolidated] financial statements and on the Company’s internal control over financial reporting based on our audits.

[removed: Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated] financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

[removed: Our audits of the consolidated] financial [removed: statements included performing procedures to assess the risks of material misstatement of the consolidated financial] statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated [removed: financial statements.]

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated [removed: financial statements.]

[removed: Our audit of internal control over financial reporting included obtaining an] understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on [added: the assessed risk.]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

[removed: Acquisition of AutoGuide, LLC -] Valuation of Contingent Consideration [removed: and Developed Technology Intangible Asset][added: payable related to the acquisition of AutoGuide, LLC]

As described in Notes [removed: B, D and] [added: D,] H [added: and O] to the consolidated financial statements, the Company completed its acquisition of AutoGuide, LLC on November 13, 2019.

The total purchase price [removed: of] [added: was] approximately [removed: $81.7 million] [added: $81.6 million, which] included [removed: $57.8 million of] cash paid [added: of approximately $57.6 million] and $24.0 million in fair value of contingent [removed: consideration, which was determined by management using the Monte Carlo simulation model.][added: consideration payable upon achievement of certain performance targets, extending potentially through 2022.]

The valuation of [removed: the] contingent consideration is [added: remeasured at each financial reporting date from the acquisition date through the date of final settlement using the Monte Carlo simulation model, and it is] dependent on the following assumptions: forecasted revenues, revenue volatility, earnings before interest and taxes, and discount [removed: rate.][added: rate at each reporting date.]

The principal considerations for our determination that performing procedures relating to the valuation of contingent consideration [removed: and the acquired developed technology intangible asset in] [added: payable related to] the [added: acquisition of] AutoGuide, LLC [removed: acquisition] is a critical audit matter are (i) [removed: there was a] [added: the] high degree of auditor judgment and subjectivity in [removed: applying] [added: performing] procedures relating to the fair value measurement of the contingent consideration [removed: and the acquired developed technology intangible asset] due to the significant [removed: amount of] judgment by management when developing the fair value [removed: estimates,] [added: estimate;] (ii) significant audit effort [removed: was required] in evaluating the significant assumptions [removed: relating] [added: related] to [removed: the estimates, including] forecasted [removed: revenues, revenue volatility,] [added: revenues and] earnings before interest and [removed: taxes, and discount rate for the contingent consideration, and the forecasted revenues for] [added: taxes used in] the [removed: acquired developed technology intangible asset,] [added: Monte Carlo simulation model;] and (iii) the audit effort involved the use of professionals with specialized skill and [removed: knowledge to assist in performing procedures and evaluating the audit evidence obtained.][added: knowledge.]

These procedures included testing the effectiveness of controls relating to [removed: the acquisition accounting, including controls over] management’s valuation of contingent [removed: consideration] [added: consideration, including controls over the development of the forecasted revenues] and [added: earnings before interest and taxes used in] the [removed: acquired developed technology intangible asset.][added: valuation of the contingent consideration.]

These procedures also included, among others, (i) [removed: reading] [added: testing management’s process for developing] the [removed: purchase agreement,] [added: fair value estimate;] (ii) evaluating the appropriateness of the [removed: approaches and] [added: Monte Carlo simulation model; (iii) evaluating the] reasonableness of the significant assumptions [removed: used by management in developing the fair value for the contingent consideration and acquired developed technology intangible asset, including the] [added: related to] forecasted [removed: revenues, revenue volatility,] [added: revenues and] earnings before interest and [removed: taxes, and discount rate for the contingent consideration and the forecasted revenues for the acquired developed technology intangible asset,] [added: taxes;] and [removed: (iii)] [added: (iv)] testing the completeness, accuracy and relevance of the underlying data used in the [removed: approaches.][added: model.]

Evaluating [added: management’s assumptions related to forecasted revenues and earnings before interest and taxes involved evaluating] whether the [removed: significant] assumptions [removed: used] were reasonable [removed: involved evaluating] [added: considering] historical results and consistency with external industry and market data.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of [removed: management’s] [added: the] Monte Carlo simulation [removed: model for the contingent consideration and the income approach for the acquired developed technology intangible asset,] [added: model,] as well as the reasonableness of certain [removed: significant assumptions, including the discount rate.][added: assumptions.]

[removed: Management assesses goodwill for impairment at least annually in the fourth quarter, as] of December 31, on a reporting unit basis, or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired.

[removed: As disclosed by management, if] [added: If] the [removed: book] [added: estimated fair] value of a reporting unit exceeds its [removed: fair value, the implied fair value of goodwill is compared with the] carrying [removed: amount] [added: amount, goodwill] of [removed: goodwill.][added: the reporting unit is not impaired.]

[removed: Management] [added: In performing the quantitative goodwill impairment test, Teradyne] determines the fair value of a reporting unit using the results derived from an income approach and a market approach, [removed: and] weighting the fair value determined under each approach to determine an estimated fair value for a reporting unit.

[added: Key assumptions in the goodwill valuation model are forecasted revenues, discount rate,] earnings before interest and taxes, and revenue multiples from comparable companies.

| | | [added: 2020 | | | |] 2019 | | | | 2018 | | |

| Cash and cash equivalents [added: at beginning of year] | | [removed: $] | 773,924 | | | [removed: $] | 926,752 | | [added: | | 429,843 | |]

| Marketable securities | | | [removed: 137,303] [added: 522,280] | | | | [removed: 190,096] [added: 137,303] | |

| Accounts receivable, less allowance for doubtful accounts of [removed: $1,736] [added: $2,034] and [removed: $1,673] [added: $1,736] in [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively | | | [removed: 362,368] [added: 497,506] | | | | [removed: 291,267] [added: 362,368] | |

| Inventories, net | | | [removed: 196,691] [added: 222,189] | | | | [removed: 153,541] [added: 196,691] | |

| Prepayments and other current assets | | | [removed: 188,598] [added: 259,338] | | | | [removed: 170,826] [added: 188,598] | |

| Total current assets | | | [removed: 1,658,884] [added: 2,415,434] | | | | [removed: 1,732,482] [added: 1,658,884] | |

| Property, plant and equipment, net | | | [removed: 320,216] [added: 394,800] | | | | [removed: 279,821] [added: 320,216] | |

| Operating lease right-of-use assets, net | | | [removed: 57,539] [added: 54,569] | | | | [removed: —] [added: 57,539] | |

| Marketable securities | | | [removed: 104,490] [added: 117,980] | | | | [removed: 87,731] [added: 104,490] | |

| Deferred tax assets | | | [removed: 75,185] [added: 87,913] | | | | [removed: 70,848] [added: 75,185] | |

| Retirement plans assets | | | [removed: 18,457] [added: 17,468] | | | | [removed: 16,883] [added: 18,457] | |

| Other assets | | | [removed: 10,332] [added: 9,384] | | | | [removed: 11,509] [added: 10,332] | |

| Acquired intangible assets, net | | | [removed: 125,480] [added: 100,939] | | | | [removed: 125,482] [added: 125,480] | |

| Goodwill | | | [removed: 416,431] [added: 453,859] | | | | [removed: 381,850] [added: 416,431] | |

Our responsibility is to express opinions on the Company’s consolidated

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated

Our audits of the consolidated

financial statements included performing procedures to assess the risks of material misstatement of the consolidated

financial statements.

financial statements.

Our audit of internal control over financial reporting included obtaining an

As of December 31, 2020, the maximum contingent consideration that could be paid is $100.2 million and management estimated the fair value of the contingent consideration to be approximately $7.2 million based on forecasted results, after recording $19.7 million in restructuring and other expenses during the year ended December 31, 2020.

February 22, 2021

| Current debt | | | 33,343 | | | | — | |

| Mezzanine equity: | | | | | | | | |

| Convertible common shares | | | 3,787 | | | | — | |

| Interest income | | | (5,982 | ) | | | (16,990 | ) | | | (20,458 | ) |

| Interest expense | | | 24,182 | | | | 22,224 | | | | 21,780 | |

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

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

| | | | | | | Shareholders’ Equity | | | | | | | | | | | | | | | | | | | | | | |

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

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

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

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

| Repurchase of common stock | | | | | | | (1,517 | ) | | | (190 | ) | | | | | | | | | | | (88,275 | ) | | | (88,465 | ) |

| Convertible common shares | | | 3,787 | | | | | | | | | | | | (3,787 | ) | | | | | | | | | | | (3,787 | ) |

| Net income | | | | | | | | | | | | | | | | | | | | | | | 784,147 | | | | 784,147 | |

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

| Year Ended December 31, 2020 | | $ | 3,787 | | | | 166,123 | | | $ | 20,765 | | | $ | 1,765,323 | | | $ | 33,516 | | | $ | 387,414 | | | $ | 2,207,018 | |

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

| Capital expenditures incurred but not yet paid: | | $ | 3,666 | | | $ | 4,068 | | | $ | 2,537 | |

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

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

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

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

Energid was merged with Universal Robots which is part of Teradyne’s Industrial Automation segment.

The total purchase price was approximately $197.8 million, which included cash paid of approximately $145.2 million and $52.6 million in fair value of contingent consideration payable upon achievement of certain thresholds and targets for revenue and earnings before interest and taxes through 2020.

market.

Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and our markets.

Management is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of February 22, 2021, the date of issuance of this Annual Report on Form 10-K.

These estimates may change, as new events occur and additional information is obtained.

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

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

| --- | --- |

the assessed risk.

As part of the preliminary purchase price allocation, management recorded $24.6 million for the acquired developed technology intangible asset at fair value using the income approach.

Management’s significant assumption utilized in the approach was the forecasted revenues.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

Goodwill Impairment Assessment – Mobile Industrial Robots Reporting Unit

As described in Notes B and L to the consolidated financial statements, the Company’s consolidated goodwill balance was $416.4 million as of December 31, 2019, and the goodwill associated with the Mobile Industrial Robots reporting unit was $123.6 million.

If the carrying amount of goodwill exceeds the implied fair value of goodwill, an impairment charge is recorded in an amount equal to that excess.

Management’s estimate of fair value for the Mobile Industrial Robots reporting unit, using the income approach, utilized the following significant assumptions: forecasted revenues, discount rate and earnings before interest and taxes.

The determination of fair value of the Mobile Industrial Robots reporting unit using the market approach utilized the following significant assumptions: revenue multiples from comparable companies.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the Mobile Industrial Robots reporting unit is a critical audit matter are (i) there was a high degree of auditor judgment and subjectivity in applying procedures relating to the fair value measurement of the reporting unit due to the significant judgment by management when developing the fair value measurement of the reporting unit, (ii) significant audit effort was required in performing procedures and evaluating the audit evidence obtained relating to management’s fair value estimate and significant assumptions, including forecasted revenues, discount rate, and earnings before interest and taxes for the income approach and revenue multiples from comparable companies for the market approach, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Mobile Industrial Robots reporting unit.

These procedures also included, among others, testing management’s process for developing the fair value estimate, evaluating the appropriateness of the income approach and market approach, including the weighting of estimated fair value between the two approaches, testing the completeness, accuracy and relevance of underlying data used in the valuation approaches and evaluating the significant assumptions used by management, including forecasted revenues, discount rate,

Evaluating management’s assumptions related to the forecasted revenues and earnings before interest and taxes involved assessing whether the assumptions used by management were reasonable considering the past performance of the reporting unit and the consistency of the assumptions with evidence obtained in other areas of the audit.

Evaluating the market approach involved assessing whether the revenue multiples used by management were reasonable by comparing to revenue multiples for comparable companies.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s income approach and market approach, including the weighting of estimated fair value between the two approaches and certain significant assumptions, including the discount rate.

March 2, 2020

| | | | | | | | | |

| Interest income | | | (24,785 | ) | | | (26,704 | ) | | | (17,805 | ) |

| Interest expense | | | 23,145 | | | | 31,269 | | | | 21,663 | |

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

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

| Year Ended December 31, 2016 | | | 199,177 | | | $ | 24,897 | | | $ | 1,593,684 | | | $ | (20,214 | ) | | $ | 230,292 | | | $ | 1,828,659 | |

| Repurchase of common stock | | | (5,840 | ) | | | (730 | ) | | | | | | | | | | | (199,574 | ) | | | (200,304 | ) |

| Tax benefit related to stock options and restricted stock units | | | | | | | | | | | | | | | | | | | 39,081 | | | | 39,081 | |

| Net income | | | | | | | | | | | | | | | | | | | 257,692 | | | | 257,692 | |

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

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

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

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

| Property insurance recovery, net | | | — | | | | — | | | | (4,309 | ) |

| Cash and cash equivalents at beginning of year | | | 926,752 | | | | 429,843 | | | | 307,884 | |

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

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

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

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

MiR is

The total purchase price was approximately $197.68 million, which included cash paid

of

approximately

As of the end of the period covered by this report, our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule [added: 13a-15(b) promulgated under the Exchange Act.]

There was no change in our internal control over financial reporting during the fourth fiscal quarter ended December 31, [removed: 2019] [added: 2020] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule [added: 13a-15(f).]

, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2019.][added: 2020.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2019] [added: 2020] 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.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that [added: controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.]

13a-15(b)

promulgated under the Exchange Act.

13a-15(f).

controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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: 8, 2020.][added: 7, 2021.]

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: 8, 2020.][added: 7, 2021.]

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 May [removed: 8, 2020.][added: 7, 2021.]

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: 8, 2020.][added: 7, 2021.]

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: 8, 2020.][added: 7, 2021.]

| [Report of Independent Registered Public Accounting [removed: Firm](#fin860886_1)] [added: Firm](#tx69963_1)] | | | [removed: 42] [added: 46] | |

| [Consolidated Balance Sheets as of December 31, [removed: 2019] [added: 2020] and [removed: 2018](#fin860886_2)] [added: 2019](#tx69963_2)] | | | [removed: 46] [added: 49] | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#fin860886_3)] [added: 2018](#tx69963_3)] | | | [removed: 47] [added: 50] | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#fin860886_4)] [added: 2018](#tx69963_4)] | | | [removed: 48] [added: 51] | |

| [Consolidated Statements of [added: Convertible Common Shares and] Shareholders’ Equity for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#fin860886_5)] [added: 2018](#tx69963_5)] | | | [removed: 49] [added: 52] | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#fin860886_6)] [added: 2018](#tx69963_6)] | | | [removed: 50] [added: 53] | |

| 2020 Allowance for doubtful account | | $ | 1,736 | | | $ | 356 | | | $ | 32 | | | $ | 90 | | | $ | 2,034 | |

| 2020 Inventory reserve | | $ | 103,556 | | | $ | 17,534 | | | $ | (521 | ) | | $ | 9,982 | | | $ | 110,587 | |

| 2020 Valuation allowance | | $ | 77,177 | | | $ | 7,785 | | | $ | — | | | $ | — | | | $ | 84,962 | |

| 2017 Allowance for doubtful accounts | | $ | 2,356 | | | $ | 4 | | | $ | — | | | $ | 141 | | | $ | 2,219 | |

| 2017 Inventory reserve | | $ | 116,016 | | | $ | 8,844 | | | $ | (126 | ) | | $ | 21,838 | | | $ | 102,896 | |

| 2017 Valuation allowance | | $ | 48,369 | | | $ | 15,571 | | | $ | — | | | $ | 21 | | | $ | 63,919 | |

| Exhibit No. | | [removed: | |] Description | | SEC Document Reference |

| [removed: |] 2.1 | | [removed: |] Share Sale and Purchase Agreement to and among Teradyne Robotics Holdings Denmark ApS, Teradyne, Inc. and the shareholders of Mobile Industrial Robots ApS dated April 25, 2018. | | [Exhibit 2.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2018.](http://www.sec.gov/Archives/edgar/data/97210/000119312518160479/d503232dex21.htm) |

| [removed: |] 3.1 | | [removed: |] Restated Articles of Organization. | | [Exhibit 3.1 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.](http://www.sec.gov/Archives/edgar/data/97210/000119312519059974/d652525dex31.htm) |

| [removed: |] 3.2 | | [removed: |] Amended and Restated By-laws, as amended. | | [Exhibit 3.1 to Teradyne’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the quarter ended September 30, 2007.](http://www.sec.gov/Archives/edgar/data/97210/000119312507241999/dex31.htm)] [added: 8-K filed on January 28, 2021.](http://www.sec.gov/Archives/edgar/data/97210/000119312521021014/d107793dex31.htm)] |

| [removed: |] 4.1 | | [removed: |] Indenture dated as of December 12, 2016, between Teradyne Inc. and Wilmington Trust, National Association, as trustee. | | [Exhibit 4.1 to Teradyne’s Current Report on Form 8-K filed on December 12, 2016.](http://www.sec.gov/Archives/edgar/data/97210/000119312516790822/d298959dex41.htm) |

| [removed: |] 4.2 | | [removed: |] Description of Teradyne, Inc. Securities Registered under Section 12 of the Exchange Act. | | [Filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/97210/000119312520058676/d860886dex42.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/97210/000119312521050735/d69963dex42.htm)] |

| [removed: |] 10.1† | | [removed: |] 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.](http://www.sec.gov/Archives/edgar/data/97210/000119312507241999/dex101.htm) |

| [removed: |] 10.2† | | [removed: |] 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.](http://www.sec.gov/Archives/edgar/data/97210/000119312507241999/dex103.htm) |

| [removed: |] 10.3† | | [removed: |] 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.](http://www.sec.gov/Archives/edgar/data/97210/000119312510044865/dex105.htm) |

| [removed: |] 10.4 | | [removed: |] Addendum 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.](http://www.sec.gov/Archives/edgar/data/97210/000119312511051703/dex106.htm) |

| [removed: |] 10.5 | | [removed: |] Eighth 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.](http://www.sec.gov/Archives/edgar/data/97210/000119312513087821/d440736dex107.htm) |

| Exhibit No. | | [removed: | |] Description | | SEC Document Reference |

| [removed: |] 10.6† | | [removed: |] 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.](http://www.sec.gov/Archives/edgar/data/97210/000119312513087821/d440736dex108.htm) |

| [removed: |] 10.7 | | [removed: |] 2006 Equity and Cash Compensation Incentive Plan, as [removed: amended.*] [added: amended. *] | | [Exhibit 10.9 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.](http://www.sec.gov/Archives/edgar/data/97210/000119312519059974/d652525dex109.htm) |

| [removed: |] 10.8 | | [removed: |] Danish Sub-Plan to the 2006 Equity and Cash Compensation Incentive Plan. | | [Exhibit 10.10 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.](http://www.sec.gov/Archives/edgar/data/97210/000119312519059974/d652525dex1010.htm) |

| [removed: | 10.9 |] [added: 10.12] | | Form of [removed: Performance-Based] Restricted Stock Unit Agreement for [removed: Executive Officers] [added: Directors] under 2006 Equity and Cash Compensation Incentive Plan.* | | [Exhibit [removed: 10.10] [added: 10.12] to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2017.](http://www.sec.gov/Archives/edgar/data/97210/000119312518066579/d504255dex1010.htm)] [added: 2016.](http://www.sec.gov/Archives/edgar/data/97210/000119312517064638/d274101dex1012.htm)] |

| [removed: |] 10.10 | | [removed: |] 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, 2017.](http://www.sec.gov/Archives/edgar/data/97210/000119312518066579/d504255dex1011.htm)] [added: [Filed herewith.](https://www.sec.gov/Archives/edgar/data/97210/000119312521050735/d69963dex1010.htm)] |

| [removed: |] 10.11 | | [removed: |] Form of Executive Officer Stock Option Agreement under 2006 Equity and Cash Compensation Incentive Plan, as [removed: amended.*] [added: amended. *] | | [removed: [Exhibit 10.15 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.](http://www.sec.gov/Archives/edgar/data/97210/000119312518066579/d504255dex1015.htm)] [added: [Filed herewith.](https://www.sec.gov/Archives/edgar/data/97210/000119312521050735/d69963dex1011.htm)] |

| [removed: | 10.12 |] [added: 10.36] | | [removed: Form of] [added: Time-Based] Restricted Stock Unit Agreement [added: dated May 1, 2019] for [removed: Directors] [added: Sanjay Mehta] under 2006 Equity and Cash Compensation [removed: Incentive] Plan.* | | [Exhibit [removed: 10.12] [added: 10.5] to Teradyne’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: fiscal year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2016.](http://www.sec.gov/Archives/edgar/data/97210/000119312517064638/d274101dex1012.htm)] [added: 2019](http://www.sec.gov/Archives/edgar/data/97210/000119312519143836/d717687dex105.htm).] |

| [removed: |] 10.13 | | [removed: |] 1996 Employee Stock Purchase Plan, as amended.* | | [Exhibit 10.15 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.](http://www.sec.gov/Archives/edgar/data/97210/000119312519059974/d652525dex1015.htm) |

| [removed: | 10.15 |] [added: 10.14] | | Danish Sub-Plan to the 1996 Employee Stock Purchase Plan. | | [removed: [Filed herewith.](https://www.sec.gov/Archives/edgar/data/97210/000119312520058676/d860886dex1015.htm)] [added: [Exhibit 10.15 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019](http://www.sec.gov/Archives/edgar/data/97210/000119312520058676/d860886dex1015.htm)] |

| [removed: | 10.16 |] [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.](http://www.sec.gov/Archives/edgar/data/97210/000119312508229977/dex102.htm) |

| [removed: | 10.17 |] [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.](http://www.sec.gov/Archives/edgar/data/97210/000119312509042745/dex1018.htm) |

| [removed: | 10.18 |] [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.](http://www.sec.gov/Archives/edgar/data/97210/000119312509042745/dex1019.htm) |

| [removed: | 10.19 |] [added: 10.18] | | Agreement 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.](http://www.sec.gov/Archives/edgar/data/97210/000119312514077218/d651046dex1024.htm) |

| Exhibit No. | | [removed: | |] Description | | SEC Document Reference |

| [removed: | 10.20 |] [added: 10.19] | | Employment 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.](http://www.sec.gov/Archives/edgar/data/97210/000119312504140417/dex1037.htm) |

| [removed: | 10.21 |] [added: 10.20] | | Executive Officer Retirement Agreement dated July 17, 2019 between Teradyne and Gregory R. Beecher.* | | [Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.](http://www.sec.gov/Archives/edgar/data/97210/000119312519217772/d746270dex101.htm) |

| [removed: | 10.22 |] [added: 10.21] | | Executive 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.](http://www.sec.gov/Archives/edgar/data/97210/000119312514077218/d651046dex1029.htm) |

| [removed: | 10.23 |] [added: 10.22] | | Amended 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.](http://www.sec.gov/Archives/edgar/data/97210/000119312513087821/d440736dex1030.htm) |

| [removed: | 10.24 |] [added: 10.23] | | Employment 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.](http://www.sec.gov/Archives/edgar/data/97210/000119312510120597/dex101.htm) |

| [removed: | 10.25 |] [added: 10.24] | | Amended 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.](http://www.sec.gov/Archives/edgar/data/97210/000119312513087821/d440736dex1032.htm) |

| [removed: | 10.26 |] [added: 10.25] | | 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.](http://www.sec.gov/Archives/edgar/data/97210/000119312513087821/d440736dex1033.htm) |

| [removed: | 10.27 |] [added: 10.26] | | Executive 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.](http://www.sec.gov/Archives/edgar/data/97210/000119312514402724/d785774dex101.htm) |

| [removed: | 10.28 |] [added: 10.27] | | 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.](http://www.sec.gov/Archives/edgar/data/97210/000119312514402724/d785774dex102.htm) |

| [removed: | 10.29 |] [added: 10.28] | | Executive Change in Control Agreement dated February 8, 2016 between Teradyne, Inc. and Greg [removed: Smith.] [added: Smith.*] | | [Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2016.](http://www.sec.gov/Archives/edgar/data/97210/000119312516589497/d150554dex101.htm) |

| [removed: | 10.30 |] [added: 10.29] | | Employment Agreement dated February 8, 2016 between Teradyne, Inc. and Greg [removed: Smith.] [added: Smith.*] | | [Exhibit 10.2 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2016.](http://www.sec.gov/Archives/edgar/data/97210/000119312516589497/d150554dex102.htm) |

| [removed: | 10.31 |] [added: 10.30] | | Teradyne Offer of Employment dated February 8, 2019 for Sanjay Mehta.* | | [Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.](http://www.sec.gov/Archives/edgar/data/97210/000119312519143836/d717687dex101.htm) |

| [removed: | 10.32 |] [added: 10.31] | | Executive Officer Change in Control Agreement dated April 25, 2019 between Teradyne, Inc. and Sanjay Mehta.* | | [Exhibit 10.2 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.](http://www.sec.gov/Archives/edgar/data/97210/000119312519143836/d717687dex102.htm) |

| [removed: | 10.33 |] [added: 10.32] | | Employment Agreement dated April 25, 2019 between Teradyne, Inc. and Sanjay Mehta.* | | [Exhibit 10.3 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.](http://www.sec.gov/Archives/edgar/data/97210/000119312519143836/d717687dex103.htm) |

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| 10.9 | | Form of Performance-Based Restricted Stock Unit Agreement for Executive Officers under 2006 Equity and Cash Compensation Incentive Plan.* | | [Filed herewith.](https://www.sec.gov/Archives/edgar/data/97210/000119312521050735/d69963dex109.htm) |

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| 10.34 | | Executive Officer Change in Control Agreement dated October 1, 2020 between Teradyne, Inc. and Richard Burns.* | | [Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2020.](http://www.sec.gov/ix?doc=/Archives/edgar/data/97210/000119312520283796/d58367d10q.htm) |

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| 10.35 | | Employment Agreement dated October 1, 2020 between Teradyne, Inc. and Richard Burns.* | | [Exhibit 10.2 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2020.](http://www.sec.gov/Archives/edgar/data/97210/000119312520283796/d58367dex102.htm) |

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| | 2.2 | | | Amendment No. 1 dated as of October 10, 2019 to Share Sale and Purchase Agreement by and among Teradyne Robotics Holdings Denmark ApS, Teradyne, Inc. and the former shareholders of Mobile Industrial Robots ApS. | | [Filed herewith.](https://www.sec.gov/Archives/edgar/data/97210/000119312520058676/d860886dex22.htm) |

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| | 10.14 | | | Sub-Plan to the 1996 Employee Stock Purchase Plan for participants located in the European Union /European Economic Area. | | [Filed herewith.](https://www.sec.gov/Archives/edgar/data/97210/000119312520058676/d860886dex1014.htm) |

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