Teradyne (TER) 10-K risk factor changes: FY2021 vs FY2020

orders, [added: vaccination] and [added: testing mandates, and] business limitations and shutdowns.

pandemic, and the numerous measures implemented by authorities in response, has adversely impacted our results of operations, including increasing costs [removed: company-wide and decreasing demand in our Industrial Automation businesses,] [added: company-wide,] but we cannot accurately estimate the full extent of the impact [removed: for] [added: to] our [added: 2021and] 2020 financial results or to our future financial results.

pandemic has significantly increased economic [added: and demand] uncertainty in our [removed: markets, resulting in a decrease in demand for our industrial automation products.][added: markets.]

has caused us to modify our business practices, including implementing [added: vaccination, testing, masking and] social distancing [removed: protocols,] [added: policies,] 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.

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 [added: virus or new strains or variants of the] virus, the [added: broad] availability of [added: effective] vaccines, further government actions to contain the virus, and how quickly and to what extent normal economic and operating conditions can resume.

We cannot predict whether these measures will be sufficient to offset global or market-specific disruptions that might affect our [removed: test] businesses and we may need to take additional or different measures in the future.

In each of the years, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] our five largest direct customers in aggregate accounted for [removed: 36%, 27%] [added: 33%, 36%] and 27% of consolidated revenues, respectively.

We estimate consolidated revenues driven by 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: 25%, 10%] [added: 19%, 25%] and [removed: 13%] [added: 10%] of our consolidated revenues in [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] respectively.

We estimate consolidated revenues driven by Huawei, combining direct sales to [removed: that customer] [added: Huawei] with sales to [removed: the customer’s] [added: Huawei’s] OSATs accounted for approximately [removed: 3%, 11%] [added: 0%, 3%] and [removed: 4%] [added: 11%] of our consolidated revenues in [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] respectively.

In addition, an increasing portion of our products and the products we purchase from our suppliers are sourced or manufactured in foreign locations, including [removed: China] [added: China, Malaysia] and [removed: Malaysia,] [added: Denmark,] and a large portion of the devices our products test are fabricated and tested by foundries and subcontractors in Taiwan, China, Korea and other parts of Asia.

[added: 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.

We may not be able to realize the [removed: benefit] [added: benefits] of acquiring or successfully growing [removed: these businesses.]

charges (such as acquisition-related expenses, write-offs or restructuring charges) or in the future, impairment of goodwill or acquired intangible [removed: assets] [added: assets, or adjustments to contingent consideration liabilities] that adversely affect our operating results.

[removed: non-income][added: non-income-based]

[removed: based] taxes, in both the United States and various foreign jurisdictions.

If we fail to qualify [removed: and] [added: or fail] to remain qualified for certain foreign tax incentives and tax holidays, we may be subject to further taxation or an increase in our effective tax rate which would adversely impact our financial results.

The tax savings attributable to the Singapore tax holiday for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] were [removed: $29.9] [added: $33.3] million or [removed: $0.16] [added: $0.18] per diluted share, [removed: $15.1] [added: $29.9] million or [removed: $0.08] [added: $0.16] per diluted share and [removed: $11.9] [added: $15.1] million or [removed: $0.06] [added: $0.08] per diluted share, respectively.

From time to time, we make guarantees to customers regarding the delivery, price and performance of our products and guarantee certain indebtedness, performance obligations or lease commitments of our subsidiary [removed: and affiliate companies.]

Since 2014, the Board of Directors has increased our quarterly cash dividend from $0.06 per share to [removed: $0.10] [added: $0.11] per share.

[removed: Subject] [added: The amended credit agreement provides that, subject] to customary conditions, we may seek to obtain from existing or new lenders [added: the available] incremental [removed: commitments] [added: amount] under the credit [removed: facility in an aggregate principal amount] [added: facility,] not to exceed [removed: $150.0 million.][added: the greater of $200.0 million or 15% of consolidated EBIDTA.]

[added: As of February 23, 2022, we have] not borrowed any funds under this credit facility.

The Note Hedge Transactions cover, subject to customary anti-dilution adjustments, the number of shares of our common stock that underlie the Notes, with a strike price equal to the conversion price of the Notes of [removed: $31.56.][added: $31.52.]

The Note Hedge Transactions cover, subject to customary anti-dilution adjustments, approximately [removed: 14.6] [added: 4.4] million shares of our common stock.

The strike price of the warrants is [removed: $39.60] [added: $39.55] per share.

In connection with establishing their initial hedge of these convertible note hedge and warrant transactions, the Option Counterparties have entered into various derivative transactions with respect to our common stock [added: and/or purchase shares of our common stock or other securities, including the Notes, concurrent with, or shortly after, the pricing of the Notes.]

In addition, we rely on contract manufacturers for certain [removed: subsystems used in] [added: of] our products, and our ability to meet customer orders for those products depends upon the timeliness and quality of the work performed by these subcontractors, over whom we do not exercise any control.

We depend on Flex Ltd. (“Flex”) to manufacture and test our FLEX and J750 family of products from its [removed: facility] [added: facilities] in [removed: China,] [added: China and, starting in 2022, also Malaysia;] Plexus Corp. (“Plexus”) to manufacture and test our Magnum [added: products from its facilities in Malaysia and, starting in 2022, also Thailand] and ETS family of products from its facility in [removed: Malaysia,] [added: Malaysia; SAM Meerkat to manufacture] and [added: test our storage test family of products from its facilities in Malaysia and Thailand and] on other contract manufacturers to manufacture other products.

The Flex facility [added: located] in China may be impacted by the ongoing trade dispute between the United States and China, by regulations implemented by the United States or China, or disruption caused by health pandemics, such as the coronavirus.

If we experience a problem with our supply of products from Flex, Plexus, [added: SAM Meerkat,] or our other contract manufacturers, it may take us significant time to either manufacture the product or find an alternate contract manufacturer, which could result in substantial expense and disruption to our business.

Our success will depend on our ability to attract and [removed: retain key technical employees.]

Our operations, and the operations of our customers and suppliers, are subject to risks of natural catastrophic events, [added: severe weather,] widespread health epidemics, acts of war, terrorist attacks and the threat of domestic and international terrorist attacks, any one of which could result in cancellation of orders, delays in deliveries or other business activities, or loss of customers and could negatively affect our business and results of operations.

Our operations, and those of our customers and suppliers, are subject to disruption for a variety of reasons, including work stoppages, acts of war, terrorism, health epidemics, fires, earthquakes, hurricanes, [added: typhoons,] volcanic eruptions, energy shortages, telecommunication failures, tsunamis, flooding or other natural disasters.

We have been sued for patent infringement [removed: in the past] and receive notifications from time to time that we may be in violation of patents held by others.

[removed: Similarly, changing our] products or processes to avoid infringing the rights of others may be costly or impractical.

[added: None of the attempted attacks has caused a] disruption to our operations or had a material adverse effect on our business or financial results.

A failure in or a breach of our operational or security systems or infrastructure, or those of our suppliers and other service providers, including as a result of [added: cyber-attacks, could have a material adverse effect on our business or financial results, disrupt our business, result in] the [added: disclosure or misuse of proprietary or confidential information, damage our reputation, cause losses and increase our costs.]

In certain circumstances, export control and economic sanctions regulations prohibit the export of certain products, services and technologies, and in other circumstances [removed: we may be] [added: are] required to obtain an export license before exporting the controlled item.

We are taking appropriate actions, including filing license applications and obtaining licenses from the U.S. Department of [removed: Commerce as well as working with the U.S. regulators to clarify the scope of the restrictions.][added: Commerce.]

[removed: However, we cannot be certain] [added: We expect] that [removed: the actions we take will mitigate the risks associated] [added: compliance] with the new export controls [removed: that] [added: will] impact our [removed: business.][added: ability to sell products to certain customers in China.]

It is uncertain the extent these new regulations and any [removed: other] additional regulations that may be implemented by the U.S. Department of Commerce or other government agency may have on our business [removed: and financial results.][added: with other customers or potential customers.]

In the U.S., we have implemented a

vaccine-or-test

policy which will require costs to implement testing protocols and increases the risk of employee attrition.

The uncertainty resulted in a decrease in orders for our Industrial Automation products in 2020 and could continue to impact the business for an uncertain period of time.

pandemic.

| | • | | cost increases due to inflation |

[](#toc)

these businesses.

and affiliate companies.

In 2021, we repurchased $600.0 million of common stock.

As of February 23, 2022, eighty three holders had converted $362.6 million worth of notes.

On December 10, 2021, the credit agreement was amended to extend maturity date of the credit facility to December 10, 2026.

On November 4, 2021, we made an irrevocable election under the indenture to require the principal portion of the remaining Notes to be settled in cash.

| | • | | cost increases from inflation on materials, employee wages, third party labor, and contract manufacturing; |

We expect intense competition for employees to continue in 2022.

retain key technical employees.

Global climate change can result in natural disasters occurring more frequently, with greater intensity and with less predictability.

For example, in December 2021, our operations in Cebu, Philippines experienced a devastating typhoon.

Our employees in Cebu succeeded in restoring most of our operations within days despite the severity of the damage in the region.

We have offered support services to many of our employees impacted by the typhoon and have incurred additional costs to maintain our operations following the disaster.

The long-term effects of climate change on the global economy and the semiconductor industry in particular are unclear but could be severe.

The global supply shortage of electrical components may impact our ability to meet customer demand.

There is currently a global supply shortage of electrical components, including semiconductor chips.

As a result, we have experienced increases in our lead times and costs for certain components for certain products and delays in the delivery of some orders placed by our customers.

At this time, these supply chain challenges have not had a material impact on our business, results of operations or financial condition.

However, if we are unable to secure manufacturing capacities from our current suppliers and contract manufacturers, our ability to deliver our products to our customers may be negatively impacted.

Also, our suppliers and contract manufacturers may increase their prices, which would result in an increase in our manufacturing costs, which we may not be fully able to pass to our customers, which could have a negative impact on our results of operations and financial condition.

Similarly, changing our

However, we do not expect these actions will mitigate the impact of the regulations on our sales to Huawei, HiSilicon and other suppliers.

As a result, the regulations will continue to

have an adverse impact on our business and financial results.

end-use

in China, Russia and Venezuela.

We could continue to have warranty and product liability claims or product recalls in the future.

In addition, future regulations in response to global climate change may affect us, our suppliers, and our customers.

Such regulations could cause us to incur additional direct costs for compliance, as well as increased indirect costs resulting from our customers, suppliers, or both incurring additional compliance costs that are passed on to us.

Future climate change regulations could result in decreased demand for our products.

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

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

pandemic and the availability of vaccinations where we do business.

Disruption of manufacturing or supply sources in these

As of February 22, 2021, twenty-four holders had exercised the option to convert $51.0 million worth of notes.

We have

and/or purchase shares of our common stock or other securities, including the Notes, concurrent with, or shortly after, the pricing of the Notes.

Certain components, including semiconductor chips, may be in short supply from time to time because of high industry demand or the inability of some vendors to consistently meet our quality or delivery requirements.

None of the attempted attacks has caused a

For example, we recently became aware that one of our vendors providing IT infrastructure management software,

SolarWinds

Corporation, had been compromised by cyber-attacks.

Although we have not identified any compromise of our IT systems due to the use of

SolarWinds

software to date, we continue to monitor our network for any potential impact related to the

SolarWinds

cyber-attack.

SolarWinds

or any other cyber-attacks, could have a material adverse effect on our business or financial results, disrupt our business, result in the disclosure or misuse of proprietary or confidential information, damage our reputation, cause losses and increase our costs.

While most of our products are not subject to the EAR and therefore not affected by the Entity List restrictions, certain of our products are currently manufactured in the U.S. and thus subject to the Entity List restrictions.

The addition of Huawei entities, including HiSilicon, to the Entity List in May 2019 did not have a material adverse effect on our business, financial condition or results of operations.

Even if such restrictions are lifted, any financial or other penalties or continuing export restrictions imposed on Huawei could have a material adverse effect on our business, financial condition or results of operations.

We do not expect that compliance with the new export controls will

significantly impact our ability to sell products to our customers in China or to manufacture products in China.

with our suppliers and customers could result in additional costs and disruption to operations and logistics and thus, could have a negative impact on our business, operations or financial condition.

[removed: We have grown our] [added: Our] Industrial Automation [removed: business through acquisitions, including] [added: segment consists of Universal Robots A/S (“UR”), a leading supplier of collaborative robotic arms,] Mobile Industrial Robots A/S (“MiR”), a leading maker of [removed: collaborative autonomous mobile robots (“AMRs”)] [added: AMRs] for industrial [removed: applications, in 2018] [added: automation] and AutoGuide, LLC (“AutoGuide”), a maker of high payload [removed: AMRs, in 2019.][added: AMRs.]

The market for our [removed: industrial automation] [added: Industrial Automation segment] 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 [removed: 2020,] [added: 2021,] revenue in our test businesses exceeded our plan as a result of [added: increased] Semiconductor Test demand [removed: by our largest customer, early 5G test investments] and [removed: strength] [added: broad-based growth] in our [removed: System] [added: Wireless] Test [added: and Storage Test] businesses.

Our [added: corporate] strategy [removed: is] [added: continues] to focus on profitably [removed: growing] [added: gaining] market share in our test businesses [added: through] the introduction of differentiated products that target [removed: growth segments,] [added: expanding 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 [removed: dividends and] stock repurchases and [added: dividends and] using capital for [removed: with] opportunistic acquisitions.

pandemic [removed: 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,

orders, [added: vaccination] and [added: testing mandates, and] business limitations and shutdowns.

pandemic and the availability and impact of [removed: vaccinations.][added: vaccinations globally.]

which will depend on future developments that are highly uncertain and cannot be predicted with accuracy, including, but not limited to, any new surges [added: or new strains or variants of the virus] in areas where we do business, the availability [added: and use] 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.

[removed: 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.

at our or our customers’ [added: facilities.]

pandemic, and the numerous measures implemented by authorities in response, has adversely impacted our results of operations, including by increasing costs [removed: and] [added: and, in 2020,] decreasing demand in our Industrial Automation businesses, but we cannot accurately estimate the amount of the impact to our [added: 2021 and] 2020 financial results or to our future financial results.

We have [removed: not] experienced [removed: any significant impacts or] interruptions to our supply chain as a result of the

[removed: However, our] [added: Our] suppliers have faced and may continue to face difficulties maintaining operations in light of [removed: government-ordered restrictions, including social distancing requirements and]

Our supply chain team, and our suppliers, [removed: overcame] [added: continue to manage] numerous supply, production, and logistics obstacles [removed: in 2020, but there is no assurance we or they will be able to do so in] [added: caused by] the [removed: future.][added: pandemic.]

pandemic [removed: could] [added: may continue to] disrupt our ability to obtain components required to manufacture our products, adversely affecting our operations and in some instances [removed: result] [added: resulting] in higher costs and delays, both for obtaining components and shipping finished goods to [removed: customers, which could harm our profitability, make our products less competitive, or cause our customers to seek alternative suppliers.][added: customers.]

Demand for our Test products was strong throughout [removed: 2020.][added: 2020 and 2021.]

Our Industrial Automation business, however, experienced a significant decline in demand through [added: the] first half of 2020 due to

related shutdowns affecting global manufacturing but demand recovered in the second half of 2020 from the low point in the second [removed: quarter.][added: quarter and continued to recover in 2021.]

[removed: pandemic,][added: pandemic in 2020.]

[added: pandemic,] in order to bolster our liquidity position, on May 1, 2020 we entered into a credit agreement providing for a three-year, senior secured revolving credit facility of $400 [removed: million as further described in Note J: “Debt.” As of February 22, 2020, we have not borrowed any funds under the credit facility.][added: million.]

We have identified the policies [added: and estimates] discussed below as critical to understanding our business and our results of operations and financial condition.

The impact and any associated risks related to these [removed: policies] [added: estimates] on our business operations is discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations where such policies affect our reported and expected financial results.

We are not aware of any specific event or circumstance that would require an update to our estimates or judgments or a revision of the carrying value of our assets or liabilities as of [removed: February 22, 2021,] the date of issuance of this Annual Report on

On a quarterly basis, we [removed: use consistent methodologies to] evaluate all inventories for net realizable value.

[removed: Equity Incentive] and [removed: Stock Purchase Plans][added: incentive stock options, (2) stock]

[removed: ”] Upon adoption of ASU

Deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the [removed: differences are expected to reverse.]

[removed: We performed] [added: Evaluating] the [removed: required assessment of] positive and negative evidence regarding the realization of the net deferred tax assets in accordance with ASC 740, “

Accounting for Income [removed: Taxes.][added: Taxes]

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

The adoption of [added: ASU]

[removed: did not] [added: will] have [removed: a material] [added: an immaterial] impact on our [removed: consolidated statement] [added: results] of operations, [removed: balance sheets,] [added: statement of] cash flows, [removed: or] [added: and] earnings per [removed: share.][added: share (“EPS”).]

We [removed: assess the impairment of] [added: review] intangible and long-lived assets [added: for impairment] whenever events or changes in [added: business] circumstances indicate that the carrying [removed: value] [added: amount of the assets] may not be [removed: recoverable.][added: fully recoverable or that the useful lives of these assets are no longer appropriate.]

Information pertaining to fiscal year [removed: 2018] [added: 2019] results of operations, including a

comparison against fiscal year [removed: 2019,] [added: 2020,] was included in our Annual Report on Form

for the year ended December 31, [removed: 2019] [added: 2020] under Part II, Item 7, “Management’s Discussion and Analysis of Financial Position and Results of Operations,” which was filed with the SEC on [removed: March 2, 2020.][added: February 22, 2021.]

[removed: | | | 2020 | | | | 2019 | | |][added: 2020-06]

| Products | | | [removed: 86.2] [added: 86.3] | % | | | [removed: 82.3] [added: 86.2] | % |

| Services | | | [removed: 13.8] [added: 13.7] | | | | [removed: 17.7] [added: 13.8] | |

In 2022, we expect lower demand in our Semiconductor Test business due to a slower technology transition in one of our largest

end-markets.

We expect this demand to accelerate in 2023 as a result of the expected ramp in 3 nanometer volume production.

In 2021, our Industrial Automation segment returned to growth following the global industrial downturn as well as the impact of the

We expect our UR and MiR businesses to continue to grow in 2022, while our AutoGuide business will focus on continuing to invest to scale and integrate high payload AMR solutions.

has caused us to modify our business practices,

disruptions and government-ordered restrictions.

There is no assurance that these efforts will be successful.

On December 10, 2021, we amended the credit agreement to extend its maturity to December 10, 2026 as further described in Note J: “Debt.” As of February 23, 2022, we have not borrowed any funds under the credit facility.

For a full description of our accounting policies related to the below items refer to Note B.

Accounting Policies, included in the Notes to Consolidated Financial Statements in this Annual Report.

Critical accounting estimates are complex and may require significant judgment by management.

Changes to the underlying assumptions may have a material impact on our financial condition and results of operations.

Revenue Recognition

Our determination of revenue requires judgment in the determination of performance obligations and allocation of the transaction price to performance obligations.

We often sell bundled orders that include both product and services or multiple different products within the same order.

We evaluate each of the deliverables to determine if it meets the definition of a performance obligation, which requires that it is capable of being distinct and distinct within the context of the contract.

This determination is based on an assessment of contractual rights of the contract and the ability of the performance obligation to perform on its own or with readily available resources.

In bundled transactions we estimate the standalone selling price of each identified performance obligation and use that estimate to allocate the transaction price among said performance obligations.

The estimated standalone selling price is determined using all information reasonably available to us, including standalone transactions, market information and other observable inputs.

Forecasted demand information is obtained from the sales and marketing groups and incorporates factors such as backlog and future consolidated revenues.

The demand forecast is based on assumptions around the product life and customer and market forecasts.

Impairment of intangible and long-lived assets would result in the asset being written down to its estimated fair value.

The calculated fair value of a reporting unit or intangible or long-lived asset is dependent upon discounted cash flow (“DCF”) models, discount rates, and market multiples.

DCF models rely on our forecasted

mid-term

plans which are subjective based on customer or market conditions and can change materially.

We utilize third party specialists when determining discount rates and selected market multiples.

A change in any of these key assumptions could result in a reporting unit, intangible asset, or long-lived asset being impaired in a future period.

Convertible Debt

Our convertible debt is subject to conversion, under certain circumstances, upon notification from our Note Holders.

At the time of conversion, we recognize a gain or loss equal to the difference between the calculated fair value of the debt immediately prior to its conversion and the carrying amount of the debt component, including any unamortized debt discount or issuance costs.

The key estimate in determining the calculated fair value is the borrowing rate which requires judgment using market data for

non-convertible

debt instruments with similar tenor to the remaining life of our debt.

differences are expected to reverse.

” is a key judgment in the valuation of income taxes.

| | | 2021 | | | | 2020 | | |

| | | $ | 3,702.9 | | | $ | 3,121.5 | | | $ | 581.4 | |

The increase in Semiconductor Test revenues of $382.7 million, or 16.9%, was primarily due to greater tester sales driven by testing high performance compute processors and industrial and automotive devices, partially offset by lower tester sales for mobile application processors.

| --- | --- |

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

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

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

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

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

pandemic.

The revenue of our Industrial Automation business was below our plan.

In 2021, we expect strong momentum in our test businesses and return to growth for Industrial Automation.

shelter-in-place

facilities.

mandates.

Although we regularly monitor the financial health of companies in our supply chain, financial hardship on our suppliers or

sub-suppliers

caused by the

The

While there was incremental softening in the automotive sector in 2020, there was strengthening demand in mobility, 5G, and memory test.

Revenue from Contracts with Customers

Our determination of revenue is dependent upon a five step process outlined below.

| | • | | 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. |

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

| | • | | 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. |

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

| | • | | 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. |

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

| | • | | 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. |

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

| | • | | 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. |

Translation of

Non-U.S.

Currencies

The functional currency for all

non-U.S.

subsidiaries is the U.S. dollar, except for Universal Robots, MiR and Lemsys for which the local currency is its functional currency.

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

All foreign currency denominated

non-monetary

assets and liabilities are remeasured into the functional currency using historical exchange rates.

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

For Universal Robots, MiR and Lemsys, assets and liabilities are translated into U.S. dollars using exchange rates in effect at the end of the period.

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

There were no customers who accounted for [removed: 10% or] more [added: than 10%] of our accounts receivable balance as of December 31, [removed: 2019.][added: 2021.]

[removed: In addition to market risks,] we have an equity price risk related to the fair value of our convertible senior unsecured notes issued in December 2016.

As of December 31, [removed: 2020,] [added: 2021, $117.0 million of principal remained outstanding and] the Notes had a fair value of [removed: $1,740] [added: $604.6] million.

The table below provides a sensitivity analysis of hypothetical 10% changes of Teradyne’s stock price as of the end of [removed: 2020] [added: the last quarter of 2021] and the estimated impact on the fair value of the Notes.

The change in stock price affects the fair value of the [removed: convertible senior notes,] [added: Notes,] but does not impact Teradyne’s financial position, cash flows or results of operations due to the fixed nature of the debt obligation.

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

As of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

In addition to market risks described in our Annual Report on Form

10-K,

| 10% Increase | | $ | 667,534 | | | $ | 62,886 | | | | 10.4 | % |

| No Change | | | 604,648 | | | | — | | | | — | |

| 10% Decrease | | | 546,172 | | | | (58,476 | ) | | | (9.7 | ) |

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

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

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

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

[removed: We have grown our] [added: Our] Industrial Automation [removed: business through acquisitions, including] [added: segment consists of Universal Robots A/S (“UR”), a leading supplier of collaborative robotic arms,] Mobile Industrial Robots A/S (“MiR”), a leading maker of [removed: collaborative autonomous mobile robots (“AMRs”)] [added: AMRs] for industrial [removed: applications, in 2018] [added: automation] and AutoGuide, LLC (“AutoGuide”), a maker of high payload [removed: AMRs, in 2019.][added: AMRs.]

The market for our Industrial Automation [added: segment] products is dependent on the adoption of new automation technologies by large [added: manufacturers as well as small and medium enterprises (“SMEs”) throughout the world.]

In [removed: 2020,] [added: 2021,] revenue in our test businesses exceeded our plan as a result of [added: increased] Semiconductor Test demand [removed: by our largest customer, early 5G test investments] and [removed: strength] [added: broad-based growth] in our [removed: System] [added: Wireless] Test [added: and Storage Test] businesses.

Our [added: corporate] strategy [removed: is] [added: continues] to focus on profitably [removed: growing] [added: gaining] market share in our test businesses through the introduction of differentiated products that target [removed: growth] [added: expanding] 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 [removed: dividends and] stock repurchases and [added: dividends and] using capital for opportunistic acquisitions.

We file periodic reports, proxy statements and other information with the [removed: Securities and Exchange Commission (“SEC”).][added: SEC.]

These chips are used in automotive, industrial, communications, consumer, smartphones, [removed: and] [added: cloud,] computer and electronic game applications, among others.

devices such as appliance microcontrollers, operational amplifiers or voltage regulators to complex digital signal [removed: processors] [added: processors, Artificial Intelligence/Machine Learning (“AI/ML”) training, high performance computing] and microprocessors as well as memory devices.

Fabless companies perform the design of integrated circuits without manufacturing [removed: capabilities,] [added: capabilities] and use Foundries for wafer manufacturing and OSATs for test and assembly.

The IP750 is focused on testing image sensor devices used in [removed: smartphones] [added: smartphones, automobiles] and other imaging products.

Magnum [removed: V,] [added: 7,] the newest member of the [removed: family,] [added: family introduced at the end of 2021,] is a next generation memory test solution designed for parallel memory test in the flash, DRAM and multi-chip package markets.

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

The Storage Test business unit addresses the high throughput, automated manufacturing test requirements of hard disk drive (“HDD”) and [removed: solid state disk (“SSD”) manufacturers and] semiconductor manufacturers.

Our [added: HDD] products address the client and enterprise storage markets.

The client market is driven by the needs of desktop, laptop, and external HDD [removed: and SSD] storage products.

[removed: In 2017, we developed a] [added: Our] system level test product for the semiconductor production [removed: market, called Titan.][added: market is used to test devices following wafer and package test.]

Wireless standards can be thought of in three [removed: categories,] [added: categories:] connectivity, cellular and location.

standards such as WiFi 6E [added: and WiFi 7] which makes use of the newly allocated

The IQxel product family’s [removed: high-performance] [added: high performance] wireless and multi-device testing economics [removed: is] [added: are] aligned with the needs of networking equipment, Internet gateways, IoT products and embedded modules used in smartphones, tablets, and PCs.

Another connectivity product, the IQnfc, addresses the [removed: growing] use of NFC technology for payments with mobile devices.

LitePoint’s IQxstream is a multi-device production test optimized solution for [removed: high-speed] [added: high speed] testing of GSM, EDGE, CDMA2000,

WCDMA, HSPA+, [added: LTE and 5G technologies.]

It is used for calibration and verification of smartphones, tablets, small cell [removed: wireless gateways] [added: radio units] and embedded cellular modules.

The IQcell, is a multi-device cellular signaling test solution which enables user experience testing of LTE [added: and 5G] cellular devices [removed: via]

[removed: over-the-air][added: over-the-air.]

The IQgig family provides test solutions at the intermediate and millimeter wave frequencies for [removed: 5G] [added: 5G, proximity radar] and 802.11ad.

Universal Robots offers a variety of collaborative robot models, including the UR3, [removed: UR5] [added: UR5, UR10] and [removed: UR10,][added: UR16, each with different weight carrying capacity and arm reach.]

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

collaborative robot models UR3e, UR5e, UR10e and [removed: UR16e that was launched in September 2019.][added: UR16e.]

Cumulatively, Universal Robots has sold over [removed: 51,000] [added: 60,000] collaborative robots in diverse production environments and applications.

Collaborative autonomous mobile robots are designed to move material from point to point via autonomous navigation rather than the need for traditional mobile robot guidance infrastructure such as painted or magnetic [removed: strips,] [added: strips] and are designed to navigate safely around obstacles and people.

MiR offers [removed: five] [added: seven] collaborative autonomous mobile robot models, [removed: the] MiR100, MiR200, [added: MiR250,] MiR500, [added: MiR600,] MiR1000 and [removed: MiR250 (launched in March 2020)] [added: MiR1350,] each with different payload carrying capacity.

Cumulatively, MiR has sold over [removed: 5,000] [added: 6,000] collaborative autonomous mobile robots in diverse production and warehouse environments and applications.

AutoGuide is a maker of high payload AMRs, an emerging and [removed: fast growing] [added: fast-growing] segment of the global forklift market.

In [added: 2021 and] 2020, revenues from Taiwan Semiconductor Manufacturing Company Ltd., a customer of our Semiconductor Test segment, accounted for [removed: 15%] [added: 12% and 15%, respectively,] of our consolidated revenues.

In [removed: 2019 and 2018,] [added: 2019,] no single direct customer accounted for more than 10% of our consolidated revenues.

In each of the years, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] our five largest direct customers in aggregate accounted for [removed: 36%, 27%] [added: 33%, 36%] and 27% of our consolidated revenues, respectively.

[removed: We estimate consolidated revenues driven by 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: 25%, 10%] [added: 19%, 25%] and [removed: 13%] [added: 10%] of our consolidated revenues in [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] respectively.

We estimate consolidated revenues driven by Huawei Technologies Co. Ltd. (“Huawei”), combining direct sales to [removed: that customer] [added: Huawei] with sales to [removed: the customer’s] [added: Huawei’s] OSATs, accounted for approximately [removed: 3%, 11%] [added: 0%, 3%] and [removed: 4%] [added: 11%] of our consolidated revenues in [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] respectively.

In 2022, we expect lower demand in our Semiconductor Test business due to a slower technology transition in one of our largest

end-markets.

We expect this demand to accelerate in 2023 as a result of the expected ramp in volume production of semiconductor devices using 3 nanometer manufacturing technology.

In 2021, our Industrial Automation segment returned to growth following the global industrial downturn as well as the impact of the

pandemic in 2020.

We expect our UR and MiR businesses to continue to grow in 2022, while our AutoGuide business will focus on continuing to invest to scale and integrate high payload AMR solutions.

and Bluetooth.

Wi-Fi

In 2021, LitePoint introduced the

IQxel-MX

testing solution for the testing of

Wi-Fi

devices.

In 2021, Universal Robots introduced the upgraded version of its UR10e with 25% more payload to address market demand.

MiR 600 and MiR1350 were launched in the fall 2021.

We estimate consolidated revenues driven by one OEM customer, combining direct sales to that customer with sales to the customer’s OSATs (which include

The manufacturing activities for our Industrial Automation businesses are done primarily in our production facilities in Denmark and the U.S.

| | | 2021 | | | | 2020 | | |

| | | $ | 1,306.0 | | | $ | 929.6 | |

These delays have impacted and may continue to impact the manufacturing of certain products and the timing of delivery of those products to our customers.

In addition, in 2021, we have hired our first DEI program manager.

We conduct mandatory

DEI-related

training program for our employees and offer a wide variety of optional

DEI-related

training courses as well.

In 2021, managers participated in McKinsey Academy’s “Unlocking the Potential of Women” course.

Additionally, advancing education for future generations is a primary initiative at Teradyne.

We support Science, Technology, Engineering and Mathematics (STEM) programs at the middle, high school and collegiate level ranging from middle and high school robotics competitions to college scholarships, to underwriting university programs to increase the diversity of STEM graduates.

We also donate test equipment and robots to colleges, universities, and vocational programs.

We have encouraged our workforce to become fully vaccinated.

We have implemented a

vaccine-or-test

policy for U.S. employees who work on site and recommend a similar policy for our

non-U.S.

sites, subject to local regulations and the availability of vaccines and test kits.

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.

The revenue of our Industrial Automation business was below our plan.

In 2021, we expect strong momentum in our test businesses and a return to growth for Industrial Automation.

The FLEX Test Platform has an installed base of more than 8,000 systems.

The J750 platform has an installed base of over 5,900 systems.

The Magnum platform has an installed base of over 3,200 systems.

high complexity power devices in automotive, industrial and consumer applications.

The ETS platform has an installed base of over 5,600 systems.

Lemsys SA, which we acquired in January 2019, has added a high power discrete device tester to our portfolio of semiconductor testers.

Lemsys’s testers address the emerging segment for high power discrete devices used in electric vehicles, wind and solar power generation and other high power industrial applications.

Titan is used to test devices following wafer and package test.

Wi-Fi,

Bluetooth, and GPS.

LTE-FDD,

TD_LTE, and

LTE-A,

and 5G technologies.

connections.

each with different weight carrying capacity and arm reach.

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

Cumulatively, AutoGuide has sold over 160 autonomous mobile robots in diverse production and warehouse environments and applications.

Some of our competitors have introduced or

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

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

insufficient deterrent.

and coaching, and training in software development tools and project management.

accidents, near misses and illness.

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

On March 8, 2021, Industrial Automation LLC submitted a demand for arbitration against Teradyne and AutoGuide in Wilmington, Delaware alleging that Teradyne and AutoGuide breached certain provisions of the Membership Interests Purchase Agreement (the “Purchase Agreement”), dated as of October 18, 2019, among Industrial Automation LLC, Teradyne and AutoGuide.

The arbitration demand seeks full acceleration of the maximum earnout amount payable under the Purchase Agreement, or $106.9 million, for the alleged breach of the earnout provisions of the Purchase Agreement.

On March 26, 2021, Teradyne and AutoGuide filed an answer denying that Teradyne and AutoGuide breached any provision of the Purchase Agreement.

The arbitration hearing is scheduled for March 21, 2022.

While it is not possible to predict the outcome of the arbitration,

a material loss is reasonably possible, but not estimable.

Teradyne and AutoGuide intend to vigorously defend against the Industrial Automation LLC claims.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

Yes [added: ☒ No ☐]

Yes [added: ☒ No ☐]

[added: Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐] Smaller reporting company ☐ Emerging growth company ☐

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)) [removed: by the registered public accounting firm that prepared or issued its audit report.]

The aggregate market value of the voting stock held by non-affiliates of the registrant as of [removed: June 26, 2020] [added: July 2, 2021,] was approximately [removed: $10.6] [added: $16.9] 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 [added: 16, 2022, was 162,417,046 shares.]

Portions of the registrant’s proxy statement in connection with its [removed: 2021] [added: 2022] annual meeting of shareholders are incorporated by reference into Part III of this Form [removed: 10-K.]

| Item 1. | | [removed: [Business](#toc69963_2)] [added: [Business](#toc213661_2)] | | | 1 | |

| Item 1A. | | [Risk [removed: Factors](#toc69963_3)] [added: Factors](#toc213661_3)] | | | 13 | |

| Item 1B. | | [Unresolved Staff [removed: Comments](#toc69963_4)] [added: Comments](#toc213661_4)] | | | 25 | |

| Item 2. | | [removed: [Properties](#toc69963_5)] [added: [Properties](#toc213661_5)] | | | 25 | |

| Item 3. | | [Legal [removed: Proceedings](#toc69963_6)] [added: Proceedings](#toc213661_6)] | | | [removed: 25] [added: 26] | |

| Item 4. | | [Mine Safety [removed: Disclosure](#toc69963_7)] [added: Disclosure](#toc213661_7)] | | | [removed: 25] [added: 26] | |

| [PART [removed: II.](#toc69963_8)] [added: II.](#toc213661_8)] | | | | | | |

| Item 5. | | [Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity [removed: Securities](#toc69963_9)] [added: Securities](#toc213661_9)] | | | [removed: 26] [added: 27] | |

| Item 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operation](#toc69963_11)] [added: Operation](#toc213661_11)] | | | [removed: 26] [added: 27] | |

| Item 7A. | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#toc69963_12)] [added: Risk](#toc213661_12)] | | | [removed: 44] [added: 42] | |

| Item 8. | | [Financial Statements and Supplementary [removed: Data](#toc69963_13)] [added: Data](#toc213661_13)] | | | [removed: 46] [added: 44] | |

| Item 9. | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#toc69963_14)] [added: Disclosure](#toc213661_14)] | | | [removed: 108] [added: 103] | |

| Item 9A. | | [Controls and [removed: Procedures](#toc69963_15)] [added: Procedures](#toc213661_15)] | | | [removed: 108] [added: 103] | |

| Item 9B. | | [Other [removed: Information](#toc69963_16)] [added: Information](#toc213661_16)] | | | [removed: 109] [added: 103] | |

| [PART [removed: III.](#toc69963_17)] [added: III.](#toc213661_17)] | | | | | | |

| Item 10. | | [Directors, Executive Officers and Corporate [removed: Governance](#toc69963_18)] [added: Governance](#toc213661_18)] | | | [removed: 110] [added: 104] | |

| Item 11. | | [Executive [removed: Compensation](#toc69963_19)] [added: Compensation](#toc213661_19)] | | | [removed: 110] [added: 104] | |

| Item 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#toc69963_20)] [added: Matters](#toc213661_20)] | | | [removed: 110] [added: 104] | |

| Item 13. | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#toc69963_21)] [added: Independence](#toc213661_21)] | | | [removed: 110] [added: 104] | |

| Item 14. | | [Principal Accountant Fees and [removed: Services](#toc69963_22)] [added: Services](#toc213661_22)] | | | [removed: 110] [added: 104] | |

| [PART [removed: IV.](#toc69963_23)] [added: IV.](#toc213661_23)] | | | | | | |

| Item 15. | | [Exhibits and Financial Statement [removed: Schedule](#toc69963_24)] [added: Schedule](#toc213661_24)] | | | [removed: 111] [added: 105] | |

| Item 16. | | [Form 10-K [removed: Summary](#toc69963_25)] [added: Summary](#toc213661_25)] | | | [removed: 112] [added: 106] | |

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

and elsewhere, and in other reports we file with the Securities and Exchange [removed: Commission.][added: Commission (“SEC”).]

by the registered public accounting firm that prepared or issued its audit report.

10-K.

| [PART I.](#toc213661_1) | | | | | | |

| Item 6. | | [(Reserved)](#toc213661_10) | | | 27 | |

| Item 9C. | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#toc213661_27) | | | 103 | |

| | | [Signatures](#toc213661_26) | | | 112 | |

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

☒ No ☐

☒ No ☐

Large accelerated filer ☒ Accelerated

filer ☐ Non-accelerated

filer

, 2021 was 166,694,772 shares.

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

| Item 6. | | [Selected Financial Data](#toc69963_10) | | | 26 | |

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

Our corporate headquarters is [removed: located] in North Reading, [removed: Massachusetts] [added: Massachusetts,] in buildings that we own consisting of approximately 422,000 square feet.

We conduct manufacturing, engineering, sales and marketing, service, corporate administration and other operations in [removed: many locations worldwide.][added: various leased and owned facilities throughout the world.]

We own approximately [removed: 600,000] [added: 720,000] square feet [added: of office space] and lease over 1,500,000 square feet of office [removed: space for these operations.][added: space.]

[removed: We have] [added: In 2019, we] purchased land in Denmark and plan to build a new building over the next two years for our Industrial Automation operations.

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.

Our common stock is traded on the Nasdaq Global Select Market under the trading symbol “TER.” As of February 16, [removed: 2021,] [added: 2022,] there were approximately [removed: 1,362] [added: 1,252] 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: 2020] [added: 2021] (in thousands except per share price):

| Period | | (a) Total Number of Shares (or Units) Purchased | | | | (b) Average Price Paid per Share (or Unit) | | | | (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | | | | (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that may Yet Be Purchased Under the Plans or Programs [added: (2)] | | |

| (1) | Includes approximately three thousand shares at an average price of [removed: $90.74] [added: $126.08] withheld from employees for the payment of taxes. |

| October 4, 2021 – October 31, 2021 | | | 727 | | | $ | 111.94 | | | | 726 | | | $ | 1,512,522 | |

| November 1, 2021 – November 28, 2021 | | | 435 | | | | 144.51 | | | | 434 | | | | 1,449,823 | |

| November 29, 2021 – December 31, 2021 | | | 324 | | | | 153.96 | | | | 324 | | | | 1,400,000 | |

| | | | 1,486 | (1) | | $ | 130.63 | (1) | | | 1,484 | | | | | |

| (2) | In January 2021, the Board of Directors authorized the repurchase of up to $2.0 billion of common stock. Unless terminated by resolution of our Board of Directors, the repurchase program will expire when we have repurchased all shares authorized for repurchase under the share repurchase program |

| --- | --- |

| 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) | | | — | | | | | |

Teradyne has early adopted the amendment to Regulation

S-K

We have audited the accompanying consolidated balance sheets of Teradyne, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of operations, comprehensive income, convertible common shares and shareholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2020] [added: 2021] 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: 2020,] [added: 2021,] 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020] [added: 2021] 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: 2020,] [added: 2021,] based on criteria established in

As discussed in Note B to the consolidated financial statements, the Company changed the manner in which it accounts for leases in [removed: 2019 and the manner in which it accounts for revenue from contracts with customers in 2018.][added: 2019.]

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

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated [added: 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.]

[added: Our audits of the consolidated] financial statements included performing procedures to assess the risks of material misstatement of the consolidated [added: 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 [added: 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 [added: financial statements.]

[added: 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 the assessed risk.

[removed: Our] audits also included performing such other procedures as we considered necessary in the circumstances.

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

[removed: 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The principal considerations for our determination that performing procedures relating to the [removed: valuation of contingent consideration payable related to the acquisition] [added: conversions] of [removed: AutoGuide, LLC] [added: senior unsecured notes] is a critical audit matter are (i) the high degree of [removed: auditor judgment and subjectivity] [added: audit effort] in performing procedures [removed: relating to the fair value measurement] [added: and evaluating management’s determination] of the [removed: contingent consideration due to the significant judgment by management when developing the fair value estimate; (ii) significant audit effort in evaluating] [added: conversion values of] the [removed: significant assumptions related to forecasted revenues and earnings before interest] [added: conversion transactions] and [removed: taxes used in] the [removed: Monte Carlo simulation model;] [added: related settlement calculations] and [removed: (iii)] [added: (ii)] the audit effort involved the use of professionals with specialized skill and knowledge.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of the [removed: Monte Carlo simulation model, as well as the reasonableness of certain assumptions.][added: conversion and settlement accounting.]

[removed: /s/] PricewaterhouseCoopers LLP

February [removed: 22, 2021][added: 2]

| | | [added: 2021 | | | |] 2020 | | | | 2019 | | |

| | | (in thousands, except per share [removed: information)] [added: amount)] | | | | | | | [added: | | | |]

| Cash and cash equivalents [added: at beginning of year] | | [removed: $] | 914,121 | | | [removed: $] | 773,924 | | [added: | | 926,752 | |]

| Marketable securities | | | [removed: 522,280] [added: 244,231] | | | | [removed: 137,303] [added: 522,280] | |

| Accounts receivable, less allowance for [removed: doubtful accounts] [added: credit losses] of [removed: $2,034] [added: $2,012] and [removed: $1,736] [added: $2,034] in [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively | | | [removed: 497,506] [added: 550,749] | | | | [removed: 362,368] [added: 497,506] | |

| Inventories, net | | | [removed: 222,189] [added: 243,330] | | | | [removed: 196,691] [added: 222,189] | |

| Total current assets | | | [removed: 2,415,434] [added: 2,576,227] | | | | [removed: 1,658,884] [added: 2,415,434] | |

| Property, plant and equipment, net | | | [removed: 394,800] [added: 387,240] | | | | [removed: 320,216] [added: 394,800] | |

| Operating lease right-of-use assets, net | | | [removed: 54,569] [added: 68,807] | | | | [removed: 57,539] [added: 54,569] | |

| Marketable securities | | | [removed: 117,980] [added: 133,858] | | | | [removed: 104,490] [added: 117,980] | |

| Deferred tax assets | | | [removed: 87,913] [added: 102,428] | | | | [removed: 75,185] [added: 87,913] | |

| Retirement plans assets | | | [removed: 17,468] [added: 15,110] | | | | [removed: 18,457] [added: 17,468] | |

| Other assets | | | [removed: 9,384] [added: 24,096] | | | | [removed: 10,332] [added: 9,384] | |

| Acquired intangible assets, net | | | [removed: 100,939] [added: 75,635] | | | | [removed: 125,480] [added: 100,939] | |

| Goodwill | | | [removed: 453,859] [added: 426,024] | | | | [removed: 416,431] [added: 453,859] | |

| Total assets | | $ | [removed: 3,652,346] [added: 3,809,425] | | | $ | [removed: 2,787,014] [added: 3,652,346] | |

| Accounts payable | | $ | [removed: 133,663] [added: 153,133] | | | $ | [removed: 126,617] [added: 133,663] | |

| Accrued employees’ compensation and withholdings | | | [removed: 220,321] [added: 253,667] | | | | [removed: 163,883] [added: 220,321] | |

| Deferred revenue and customer advances | | | [removed: 134,662] [added: 146,185] | | | | [removed: 104,876] [added: 134,662] | |

| Other accrued liabilities | | | [removed: 77,581] [added: 124,187] | | | | [removed: 70,871] [added: 77,581] | |

| Operating lease liabilities | | | [removed: 20,573] [added: 19,977] | | | | [removed: 19,476] [added: 20,573] | |

| Contingent consideration | | | — | | | | [removed: 9,106] [added: —] | | [added: | | 7,227 | | | | 7,227 | |]

Our

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

Conversions of Senior Unsecured Notes

As described in Notes B and J to the consolidated financial statements, during 2021, sixty four holders of the Company’s convertible senior unsecured notes, originally issued on December 12, 2016, converted $343.0 million of the senior unsecured notes, resulting in a loss of $28.8 million recorded to other (income) expense on the consolidated statement of operations.

The Company may satisfy its conversion obligation by paying cash for the principal amount of the senior unsecured notes and paying or delivering cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at management’s election for the amount in excess of principal.

Management determined the conversion value of the conversion transactions by calculating the fair value of debt immediately prior to conversion using an updated remaining expected life of the debt instrument and an updated borrowing rate for a similar debt instrument that does not have an associated convertible feature.

These procedures included testing the effectiveness

of controls relating to management’s review of conversion transactions related to the Company’s senior unsecured notes, which included controls related to the conversion values and related settlement calculations.

These procedures also included, among others, on a test basis (i) evaluating the appropriateness of the conversion and settlement accounting; (ii) testing management’s process for determining the conversion values; (iii) testing the completeness and accuracy of inputs used in determining the conversion values; and (iv) recalculating the settlement amounts.

/s/

| Prepayments | | | 406,266 | | | | 250,092 | |

AND SHAREHOLDERS’ EQUITY

| Repurchase of common stock | | | | | | | (4,771 | ) | | | (597 | ) | | | | | | | | | | | (599,403 | ) | | | (600,000 | ) |

| Settlements of convertible notes | | | | | | | 8,148 | | | | 1,018 | | | | 984,622 | | | | | | | | | | | | 985,640 | |

| Exercise of convertible notes hedge call options | | | | | | | (8,148 | ) | | | (1,018 | ) | | | (986,082 | ) | | | | | | | | | | | (987,100 | ) |

| Convertible common shares | | | (2,275 | ) | | | | | | | | | | | 2,275 | | | | | | | | | | | | 2,275 | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | 1,014,589 | | | | 1,014,589 | |

| Year Ended December 31, 2021 | | $ | 1,512 | | | | 162,251 | | | $ | 20,281 | | | $ | 1,811,545 | | | $ | (5,948 | ) | | $ | 736,566 | | | $ | 2,562,444 | |

| Loss on convertible debt conversion | | | 28,828 | | | | — | | | | — | |

| Payments of convertible debt principal | | | (342,990 | ) | | | — | | | | — | |

On June 1, 2021, Teradyne invested $12.0 million in MachineMetrics, Inc. (“MachineMetrics”), a private company that develops and sells products to improve manufacturing performance through automated machine data collection, alerting, and analytics.

Teradyne’s investment in MachineMetrics aligns with its strategy of providing and investing in leading edge products for automating industrial production processes in growing markets.

At December 31, 2021, the value of the investment was $12.0 million, and there was no change during the year ended December 31, 2021.

| | • | | Teradyne determines the transaction price to be the amount of consideration to which Teradyne expects to be entitled to. |

| | Teradyne has concluded that revenue should be recognized when shipped or delivered based on contractual terms. Typically, acceptance of Teradyne’s products and services is a formality as Teradyne delivers similar systems, instruments and robots to standard specifications. In cases where acceptance is not deemed a formality, Teradyne will defer revenue recognition until customer acceptance. |

Cost related to

warranties

Related costs are charged to the warranty accrual as incurred.

| Balance at December 31, 2021 | | $ | 64,168 | |

Prepayments consist of the following:

| | | 2021 | | | | 2020 | | |

Teradyne reports net periodic pension cost and net periodic postretirement benefit costs in accordance with ASU 2017-07, “

recorded value of the asset.

In accordance with ASC

815-40,

815-40

were evaluated by Teradyne.

815-40,

paid-in

| --- | --- |

financial statements and on the Company’s internal control over financial reporting based on our audits.

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.

Our audits of the consolidated

financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

financial statements.

financial statements.

Our audit of internal control over financial reporting included obtaining an

Valuation of Contingent Consideration payable related to the acquisition of AutoGuide, LLC

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

The total purchase price was approximately $81.6 million, which included contingent consideration payable upon achievement of certain performance targets, extending potentially through 2022.

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.

The valuation of contingent consideration is 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 rate at each reporting date.

These procedures included testing the effectiveness of controls relating to management’s valuation of contingent consideration, including controls over the development of the forecasted revenues and earnings before interest and taxes used in the valuation of the contingent consideration.

These procedures also included, among others, (i) testing management’s process for developing the fair value estimate; (ii) evaluating the appropriateness of the Monte Carlo simulation model; (iii) evaluating the reasonableness of the significant assumptions related to forecasted revenues and earnings before interest and taxes; and (iv) testing the completeness, accuracy and relevance of the underlying data used in the model.

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

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

| Prepayments and other current assets | | | 259,338 | | | | 188,598 | |

| Year Ended December 31, 2017 | | $ | — | | | | 195,548 | | | $ | 24,444 | | | $ | 1,638,413 | | | $ | 18,776 | | | $ | 272,013 | | | $ | 1,953,646 | |

| Repurchase of common stock | | | | | | | (21,639 | ) | | | (2,705 | ) | | | | | | | | | | | (829,651 | ) | | | (832,356 | ) |

| Net income | | | | | | | | | | | | | | | | | | | | | | | 451,779 | | | | 451,779 | |

| Reclassification of unrealized gains on equity securities | | | | | | | | | | | | | | | | | | | (3,125 | ) | | | 3,125 | | | | — | |

| Reclassification of tax effects resulting from the Tax Reform Act | | | | | | | | | | | | | | | | | | | 769 | | | | (769 | ) | | | — | |

| Cumulative effect of changes in accounting principle related to revenue recognition | | | | | | | | | | | | | | | | | | | | | | | 12,679 | | | | 12,679 | |

| Proceeds from government subsidy for property, plant and equipment | | | — | | | | — | | | | 7,920 | |

| Cash and cash equivalents at beginning of year | | | 773,924 | | | | 926,752 | | | | 429,843 | |

On February 26, 2018, Teradyne 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 was merged with Universal Robots which is part of Teradyne’s Industrial Automation segment.

On April 25, 2018, Teradyne 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 $8.9 million and was paid in March 2020.

MiR is included in Teradyne’s Industrial Automation segment.

market.

Teradyne adopted Accounting Standard Codification (“ASC”) 606 “Revenue from Contracts with Customers” on January 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption.

| | • | | Teradyne considers the amount stated on the face of the purchase order to be the transaction price. Teradyne does not have material variable consideration which could impact the stated purchase price agreed to by Teradyne and the customer. |

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

| | | | | |

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 [removed: 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: 2020] [added: 2021] 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 [removed: 13a-15(f).]

, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] 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.

13a-15(b)

promulgated under the Exchange Act.

13a-15(f).

PART III

| --- | --- |

Not applicable.

PART III

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: 7, 2021.][added: 13, 2022.]

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: 7, 2021.][added: 13, 2022.]

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: 7, 2021.][added: 13, 2022.]

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: 7, 2021.][added: 13, 2022.]

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: 7, 2021.][added: 13, 2022.]

| [Report of Independent Registered Public Accounting [removed: Firm](#tx69963_1)] [added: Firm (PricewaterhouseCoopers LLP, PCAOB ID No 238)](#tx213661_1)] | | | [removed: 46] [added: 44] | |

| [Consolidated Balance Sheets as of December 31, [removed: 2020] [added: 2021] and [removed: 2019](#tx69963_2)] [added: 2020](#tx213661_2)] | | | [removed: 49] [added: 47] | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#tx69963_3)] [added: 2019](#tx213661_3)] | | | [removed: 50] [added: 48] | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#tx69963_4)] [added: 2019](#tx213661_4)] | | | [removed: 51] [added: 49] | |

| [Consolidated Statements of Convertible Common Shares and Shareholders’ Equity for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#tx69963_5)] [added: 2019](#tx213661_5)] | | | [removed: 52] [added: 50] | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#tx69963_6)] [added: 2019](#tx213661_6)] | | | [removed: 53] [added: 51] | |

| 2021 Allowance for doubtful account | | $ | 2,034 | | | $ | 500 | | | $ | (27 | ) | | $ | 495 | | | $ | 2,012 | |

| 2021 Inventory reserve | | $ | 110,587 | | | $ | 15,475 | | | $ | 1,335 | | | $ | 13,342 | | | $ | 114,055 | |

| 2021 Valuation allowance | | $ | 84,962 | | | $ | 13,502 | | | $ | — | | | $ | 1,294 | | | $ | 97,170 | |

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

| 2018 Allowance for doubtful account | | $ | 2,219 | | | $ | — | | | $ | 20 | | | $ | 566 | | | $ | 1,673 | |

| 2018 Inventory reserve | | $ | 102,896 | | | $ | 11,242 | | | $ | 368 | | | $ | 13,727 | | | $ | 100,779 | |

| 2018 Valuation allowance | | $ | 63,919 | | | $ | 6,333 | | | $ | — | | | $ | 400 | | | $ | 69,852 | |

| 3.1 | | Restated Articles of Organization. | | [Exhibit 3.1 to Teradyne’s [removed: Annual] [added: Current] Report on Form [removed: 10-K for the fiscal year ended December 31, 2018.](http://www.sec.gov/Archives/edgar/data/97210/000119312519059974/d652525dex31.htm)] [added: 8-K filed on May 13, 2021.](http://www.sec.gov/Archives/edgar/data/97210/000119312521160178/d491937dex31.htm)] |

| 4.1 | | Indenture dated as of December 12, 2016, between [removed: Teradyne] [added: 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] [added: 4.3] | | Description of Teradyne, Inc. Securities Registered under Section 12 of the Exchange Act. | | [Filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/97210/000119312521050735/d69963dex42.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/97210/000119312522049828/d213661dex43.htm)] |

| [removed: 10.7] [added: 10.11] | | [added: Form of Executive Officer Stock Option Agreement under] 2006 Equity and Cash Compensation Incentive Plan, as amended. * | | [Exhibit [removed: 10.9] [added: 10.11] to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/97210/000119312519059974/d652525dex109.htm)] [added: 2020.](http://www.sec.gov/Archives/edgar/data/97210/000119312521050735/d69963dex1011.htm)] |

| 10.9 | | Form of Performance-Based Restricted Stock Unit Agreement for Executive Officers under 2006 Equity and Cash Compensation Incentive Plan.* | | [removed: [Filed herewith.](https://www.sec.gov/Archives/edgar/data/97210/000119312521050735/d69963dex109.htm)] [added: [Exhibit 10.9 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.](http://www.sec.gov/Archives/edgar/data/97210/000119312521050735/d69963dex109.htm)] |

| 10.10 | | Form of Time-Based Restricted Stock Unit Agreement for Executive Officers under 2006 Equity and Cash Compensation Incentive Plan.* | | [removed: [Filed herewith.](https://www.sec.gov/Archives/edgar/data/97210/000119312521050735/d69963dex1010.htm)] [added: [Exhibit 10.10 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.](http://www.sec.gov/Archives/edgar/data/97210/000119312521050735/d69963dex1010.htm)] |

| [removed: 10.11] [added: 10.7] | | [removed: Form of Executive Officer Stock Option Agreement under] 2006 Equity and Cash Compensation Incentive Plan, as amended. * | | [removed: [Filed herewith.](https://www.sec.gov/Archives/edgar/data/97210/000119312521050735/d69963dex1011.htm)] [added: [Exhibit 10.2 to Teradyne’s Current Report on Form 8-K filed on May 13, 2021.](http://www.sec.gov/Archives/edgar/data/97210/000119312521160178/d491937dex102.htm)] |

| 10.13 | | 1996 Employee Stock Purchase Plan, as amended.* | | [Exhibit [removed: 10.15] [added: 10.1] to Teradyne’s [removed: Annual] [added: Current] Report on Form [removed: 10-K for the fiscal year ended December 31, 2018.](http://www.sec.gov/Archives/edgar/data/97210/000119312519059974/d652525dex1015.htm)] [added: 8-K filed on May 13, 2021.](http://www.sec.gov/Archives/edgar/data/97210/000119312521160178/d491937dex101.htm)] |

| 10.15 | | Deferral Plan for Non-Employee Directors, as amended.* | | [Exhibit [removed: 10.2] [added: 10.1] to Teradyne’s Quarterly Report on form 10-Q for the quarter ended [removed: September 28, 2008.](http://www.sec.gov/Archives/edgar/data/97210/000119312508229977/dex102.htm)] [added: October 3, 2021.](http://www.sec.gov/Archives/edgar/data/97210/000119312521321554/d207854dex101.htm)] |

| 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, [removed: 2020.](http://www.sec.gov/ix?doc=/Archives/edgar/data/97210/000119312520283796/d58367d10q.htm)] [added: 2020.](http://www.sec.gov/Archives/edgar/data/97210/000119312520283796/d58367dex101.htm)] |

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

| 21.1 | | Subsidiaries of Teradyne. | | [Filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/97210/000119312521050735/d69963dex211.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/97210/000119312522049828/d213661dex211.htm)] |

| 23.1 | | Consent of PricewaterhouseCoopers LLP. | | [Filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/97210/000119312521050735/d69963dex231.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/97210/000119312522049828/d213661dex231.htm)] |

| 31.1 | | Rule 13a-14(a) Certification of Principal Executive Officer. | | [Filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/97210/000119312521050735/d69963dex311.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/97210/000119312522049828/d213661dex311.htm)] |

| 31.2 | | Rule 13a-14(a) Certification of Principal Financial Officer. | | [Filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/97210/000119312521050735/d69963dex312.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/97210/000119312522049828/d213661dex312.htm)] |

| 32.1 | | Section 1350 Certification of Principal Executive Officer. | | [Furnished [removed: herewith.](https://www.sec.gov/Archives/edgar/data/97210/000119312521050735/d69963dex321.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/97210/000119312522049828/d213661dex321.htm)] |

| 32.2 | | Section 1350 Certification of Principal Financial Officer. | | [Furnished [removed: herewith.](https://www.sec.gov/Archives/edgar/data/97210/000119312521050735/d69963dex322.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/97210/000119312522049828/d213661dex322.htm)] |

| 101 | | The following financial information from Teradyne, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2020,] [added: 2021,] formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, [removed: 2020] [added: 2021] and December 31, [removed: 2019,] [added: 2020,] (ii) Consolidated Statements of Operations for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] (iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] (iv) Consolidated Statements of Shareholders’ Equity for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] (v) Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] and (vi) the Notes to Consolidated Financial Statements. | | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this [removed: 22nd] [added: 23rd] day of [removed: February, 2021.][added: February 2022.]

| /S/ [removed: MARK E. JAGIELA] [added: M ARK E . J AGIELA] Mark E. Jagiela | | Chief Executive Officer (Principal Executive Officer) and Director | | February [removed: 22, 2021] [added: 23, 2022] |

| /S/ [removed: SANJAY MEHTA] [added: S ANJAY M EHTA] Sanjay Mehta | | Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | | February [removed: 22, 2021] [added: 23, 2022] |

| /S/ [removed: MICHAEL] [added: M ICHAEL] A. [removed: BRADLEY] [added: B RADLEY] Michael A. Bradley | | Director | | February [removed: 22, 2021] [added: 23, 2022] |

| /S/ [removed: EDWIN] [added: E DWIN] J. [removed: GILLIS] [added: G ILLIS] Edwin J. Gillis | | Director | | February [removed: 22, 2021] [added: 23, 2022] |

| /S/ [removed: TIMOTHY] [added: T IMOTHY] E. [removed: GUERTIN] [added: G UERTIN] Timothy E. Guertin | | Director | | February [removed: 22, 2021] [added: 23, 2022] |

| /S/ [removed: PETER HERWECK] [added: P ETER H ERWECK] Peter Herweck | | Director | | February [removed: 22, 2021] [added: 23, 2022] |

| /S/ [removed: MERCEDES JOHNSON] [added: M ERCEDES J OHNSON] Mercedes Johnson | | Director | | February [removed: 22, 2021] [added: 23, 2022] |

| /S/ [removed: MARILYN MATZ] [added: M ARILYN M ATZ] Marilyn Matz | | Director | | February [removed: 22, 2021] [added: 23, 2022] |

| 4.2 | | First Supplemental Indenture dated as of November 4, 2021 between Teradyne, Inc. and Wilmington Trust, National Association, as trustee. | | [Exhibit 4.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended October 3, 2021.](http://www.sec.gov/Archives/edgar/data/97210/000119312521321554/d207854dex41.htm) |

| 10.52 | | First Amendment to Credit Agreement dated December 10, 2021 among Teradyne, Inc., Truist Bank, as the administrative agent, issuing bank and swingline lender, and other lenders party thereto. | | [Filed herewith.](https://www.sec.gov/Archives/edgar/data/97210/000119312522049828/d213661dex1052.htm) |

| T ERADYNE , I NC . | | |

| By: | | / S / S ANJAY M EHTA |

| /S/ P AUL J. T UFANO Paul J. Tufano | | Chair of the Board | | February 23, 2022 |

| | | | | |

| /S/ Fouad Tamer Fouad Tamer | | Director | | February 23, 2022 |

| 2.1 | | 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) |

| TERADYNE, INC. | | |

| By: | | /S/ SANJAY MEHTA |

| /S/ ROY A. VALLEE Roy A. Vallee | | Chair of the Board | | February 22, 2021 |

| /S/ PAUL J. TUFANO Paul J. Tufano | | Director | | February 22, 2021 |