Teradyne (TER) 10-K risk factor changes: FY2024 vs FY2023

Our business and results of operations depend, in significant part, upon capital expenditures of manufacturers of [removed: semiconductors electronics] [added: semiconductors, electronics,] and other industrial products, which in turn depend upon the current and anticipated market demand for those products.

We have taken actions to address the effects of general economic variability and recurring [removed: industry cyclicality, including implementing cost control and reduction measures.]

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In each of the years, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] our five largest direct customers in aggregate accounted for [removed: 32%, 26%] [added: 36%, 32%] and [removed: 33%] [added: 26%] of consolidated revenues, respectively.

We estimate consolidated revenues driven by [removed: one OEM customer,] [added: Samsung, a customer] of our Semiconductor Test and Wireless Test [removed: segments,] [added: Segments,] combining direct sales to that customer with sales to the customer’s [removed: OSATs (which include Taiwan Semiconductor Manufacturing Company Ltd.),] [added: OSATs,] accounted for [removed: 19%] [added: 12.5%] of our consolidated revenues in [removed: 2021.][added: 2024.]

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,] Malaysia and 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.

We have pursued a global tax strategy that could be adversely affected by the mix of earnings and tax rates in the countries where we operate, changes to tax [removed: laws,] [added: laws (including but not limited to Pillar Two),] tax regulations or an adverse tax ruling by administrative authorities.

While we intend to operate in such a manner to maintain and maximize our tax incentives and tax holidays, no assurance can be given that we have so qualified or that we will [removed: so] qualify for any particular year or jurisdiction.

The tax savings attributable to the Singapore tax holiday for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] were [removed: $1.4] [added: $17.1] million or [removed: $0.01] [added: $0.10] per diluted share, [removed: $16.0] [added: $1.4] million or [removed: $0.09] [added: $0.01] per diluted share, and [removed: $33.3] [added: $16.0] million or [removed: $0.18] [added: $0.09] per diluted share, respectively.

For additional information see Note [removed: M:] [added: N:] “Commitments and Contingencies-Guarantees and Indemnification Obligations” in Notes to Consolidated Financial Statements.

In [added: 2024, we repurchased $199.4 million of common stock and, in] 2023, we repurchased $400.5 million of common stock.

We intend to repurchase up to [removed: $90.0] [added: $400] million in [removed: 2024.][added: 2025.]

Our failure to comply with financial and other restrictive covenants could result in an event of default, which if not cured or waived, could result in the lenders requiring immediate payment of all outstanding borrowings or foreclosing on collateral pledged to them to secure the [removed: indebtedness.\[3\]][added: indebtedness.]

While [removed: the majority of our] revenues [added: in our test businesses] are [added: predominantly] in U.S. dollars, [removed: approximately 70%] [added: the majority] of our Robotics revenue [removed: in 2023 was] [added: is] denominated in foreign currencies.

[removed: On] [added: For example, on] March 10, 2023, *Silicon Valley Bank* [removed: (SVB),] [added: ("SVB"),] who is a lender in our revolving credit facility and where we maintain certain accounts and cash deposits, was placed into receivership with the [removed: Federal Deposit Insurance Corporation (FDIC),] [added: FDIC,] which resulted in all funds held at SVB being temporarily inaccessible by SVB’s customers.

[removed: Although our cash balances at SVB are insignificant and we do not expect further developments at SVB to have a material impact on our cash and cash equivalents, we do] [added: We] hold cash balances in several large financial institutions significantly in excess of [removed: FDIC] [added: the Federal Deposit Insurance Corporation ("FDIC")] and global insurance limits.

If [removed: other] banks and financial institutions with whom we have banking relationships enter receivership or become insolvent in the future, we may be unable to access, and we may [removed: lose,] [added: lose] some or all of our existing cash, cash equivalents and investments to the extent those funds are not insured or otherwise protected by the FDIC.

disruption caused by health pandemics, [removed: such as the coronavirus;]

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

The global supply shortage of electrical components and inflationary cost increases [removed: has impacted] [added: impact] our ability to meet customer demand and could adversely affect our business and financial results.

The global supply shortage of electrical components, including semiconductor chips, [removed: continued to impact] [added: impacted] our supply chain in 2023.

As a result, we [removed: have experienced,] [added: experienced] and may experience in the future, increases in our lead times and costs for certain components for certain [removed: products and delays in the delivery of some orders placed by our customers.][added: products.]

In addition, [removed: in 2023,] inflationary pressures [added: have in the past] contributed to increased costs for product components [removed: and] [added: along with] wage [removed: inflation,] [added: inflation] which [removed: had] [added: yielded a] minimal impact [removed: on our cost] [added: to the costs] of [added: our] products, gross margin and profit for the year.

In an effort to mitigate these risks, [added: we may] in some cases, [removed: we have incurred] [added: incur] higher costs due to investment in supply chain resiliency and to secure available inventory or have extended or [removed: placed] non-cancellable purchase commitments with semiconductor suppliers, which introduces inventory risk if our forecasts [removed: and assumptions] prove inaccurate.

We have also sourced components from additional suppliers and multi-sourced and [removed: pre-ordered] [added: pre0ordered] components and finished goods inventory in some cases in an effort to reduce the impact of the adverse supply chain conditions we have [removed: experienced.][added: experienced in the past.]

However, if we are unable to secure manufacturing capacities from our current or new suppliers and contract manufacturers, on acceptable terms or at all, or successfully manage our purchase commitments and inventory for components, our ability to deliver our products to our customers in the desired quantities, at competitive prices or in a timely manner may be negatively impacted for [removed: 2024.][added: 2025.]

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

We expect intense competition for employees to continue in [removed: 2024.][added: 2025.]

[added: The loss of one or] more key or other employees, a decrease in our ability to attract additional qualified employees, or the delay in hiring key personnel could each have a material adverse effect on our business, results of operations or financial condition.

Our operations, and the operations of our customers and suppliers, are subject to risks of natural catastrophic events, 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 [removed: operations.][added: operations.]

[removed: Our] [added: For example, when 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.

Despite [removed: these] [added: the] preventative security measures we have implemented, we may continue to be vulnerable to attempts by third parties to gain unauthorized access to our networks or sabotage our systems.

[removed: In addition, third party suppliers and service providers that we rely on to manage our networks and] systems and [added: who] process and store our proprietary and confidential data, including the data of our customers and suppliers, may also be subject to similar attacks.

[added: Such attempts could result in] the [added: misappropriation, theft, misuse, disclosure or loss or destruction of the] intellectual property, or the proprietary, confidential or personal information, of Teradyne or our employees, customers, suppliers or other third parties, as well as damage to or disruptions in our information technology networks and systems.

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

In addition to the actions taken by the United States, China has implemented retaliatory tariffs on products made in the United States and imported into [removed: China, including certain Teradyne products.][added: China.]

However, notwithstanding our efforts, the retaliatory tariffs or other trade restrictions implemented by China [added: and possible future retaliatory actions by China or other nations] could disrupt our business operations, sales and supply chain and, therefore, have a material adverse effect on our business, financial condition or results of operations.

[removed: Compliance] [added: As further described below, compliance] with these laws has not significantly limited our sales [added: over time,] but could significantly limit them in the future.

The U.S. government from time to time has issued export restrictions that prohibit U.S. companies from exporting U.S. manufactured products, foreign manufactured products with more than 25% controlled U.S. content, [added: foreign made product which was produced using U.S. technology,] as well as U.S. origin technology.

For example, the U.S. Department of Commerce has restricted the access of U.S. origin technologies to certain Chinese semiconductor companies by adding those companies to the Entity List [added: and the Foreign Direct Product Rule ("FDP")] under U.S. Export Administration Regulations (“EAR”).

industry cyclicality, including implementing cost control and reduction measures.

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In May 2024, we closed on our strategic partnership agreement with Technoprobe which included Teradyne acquiring 10% of the equity in Technoprobe.

Additionally, we may face restrictions pursuant to the terms of an acquisition or strategic alliance agreement.

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On May 16, 2024, we borrowed $185.0 million under this credit facility, primarily to fund our acquisition of the 10% equity interest in Technoprobe discussed above.

By December 31, 2024, we had fully repaid all amounts borrowed under the credit facility.

As of February 20, 2025, there are no outstanding borrowings under the credit facility.

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Strengthening of the U.S. dollar would negatively affect Robotics revenue growth.

There is no guarantee that the FDIC or any other global insurer will provide access to uninsured funds in the future in the event of the closure of any other banks or financial institutions in a timely fashion or at all.

Any inability to access or delay in accessing these funds could adversely affect our business, financial position, and liquidity.

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We may also experience delays in the delivery of some orders placed by our customers.

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In certain cases, our insurance policy may be insufficient to cover losses.

In addition, third party suppliers and service providers that we rely on to manage our networks and

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We are exposed to risks related to the use of AI tools by us and others.

Although we are evaluating, and where we believe appropriate, incorporating AI tools into our products and operations, our use of AI tools may subject us to significant competitive, legal, regulatory and other risks, and there can be no assurance that our use of AI tools will enhance our products, business operations or result in a benefit to us.

Our competitors may be more successful in their use of AI tools, including by developing superior products or improving their operations with the assistance of AI.

Additionally, there could be adverse impacts from flawed algorithms.

Our use of AI tools, or our customers uses of our products that incorporate AI, could also result in the loss of confidential information or intellectual property or an inability to claim or enforce intellectual property rights, as well as subject us to risks related to intellectual property infringement or misappropriation, data privacy, cybersecurity, and the unauthorized use of our data.

The jurisdictions in which we conduct business have and may adopt laws and regulations related to AI, which could cause us to incur greater compliance costs, limit our use of AI tools, or subject us to legal liabilities.

On February 1, 2025, President Trump issued an executive order directing the United States to impose an additional 10% tariff on all imports from China effective February 4, 2025.We plan to implement operational changes that mitigate some of the impact of these tariffs on the import of our impacted products into the United States.

These tariffs have not yet impacted Teradyne products.

In February, 2025, President Trump issued executive orders directing the United States to impose new or additional tariffs on certain imports from Canada, Mexico and China and subsequently announced his intention to pause such tariffs on Canada and Mexico.

While we do not believe any tariffs announced to date will have a material adverse effect on our business, financial condition or results of operations, we are still evaluating the potential impact of these tariffs and any additional tariffs implemented by the

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Trump administration as well as any retaliatory actions by the impacted countries to our business and financial condition and outlook.

The actual impact on any new tariffs is subject to a number of factors including the effective date, duration, amount, scope and nature of the tariffs, any retaliatory actions any impacted country may take, and any mitigating actions that are available.

On December 2, 2024, certain of our customers and prospective customers were added to the U.S. Department of Commerce Entity List or FDP under EAR.

On December 2, 2024, the U.S. Department of Commerce released additional new rules updating export controls.

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substantial delays in product shipments and may damage our reputation which could make it more difficult to sell our products.

In November 2023, we announced entering into strategic partnership agreement with Technoprobe which included

Teradyne acquiring 10% of the equity in Technoprobe.

Additionally, we may face restrictions pursuant to the terms of an acquisition or strategic alliance agreement, such as the three year restriction on the transfer or disposition of the Technoprobe shares upon closing of the agreement, subject to certain early termination events.

As of February 22, 2024, we have not borrowed any funds under this credit facility.

Our warrant transactions could impact the value of our stock.

On December 12, 2016, we completed a private offering of $460.0 million aggregate principal amount of 1.25% convertible senior unsecured notes (the “Notes”) that matured on December 15, 2023.

Concurrent with the offering of the Notes, we entered into convertible note hedge transactions with the initial purchasers or their affiliates (the “Option Counterparties”).

Separately and concurrent with the pricing of the Notes, we entered into warrant transactions with the Option Counterparties (the “Warrant Transactions”) in which we sold net-share-settled (or, at our election subject to certain conditions, cash-settled) warrants to the Option Counterparties.

The Warrant Transactions, which expire between March 18, 2024 and July 10, 2024, cover, subject to customary

anti-dilution adjustments, approximately 14.7 million shares of our common stock.

The strike price of the warrants is $39.40 per share.

The Warrant Transactions could result in increased common stock outstanding to the extent that the market price per share of our common stock, as measured under the terms of the Warrant Transactions, exceeds the applicable strike price of the warrants.

Correspondingly, our results of operations and our ability to realize projected growth rates in sales and earnings in Robotics could be adversely affected if the U.S. dollar strengthens significantly against foreign currencies.

for those products depends upon the timeliness and quality of the work performed by these subcontractors, over whom we do not exercise any control.

Our supply chain team, and our suppliers, continue to manage numerous supply, production and logistics obstacles.

Also, our suppliers and contract manufacturers have increased their prices, which increased our cost of products.

The loss of one or

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

Such attempts could result in the misappropriation, theft, misuse, disclosure or loss or destruction of

We have implemented operational changes that mitigate the impact of the 25% tariff on the import of our impacted products into the United States.

We have implemented, if appropriate, operational changes that would mitigate the impact of the retaliatory tariffs.

This action by the U.S. Department of Commerce imposed new export licensing requirements on exports, re-exports, and in-country transfers of all U.S. regulated products, software and technology to the designated Huawei entities.

On August 17, 2020, the U.S. Department of Commerce published final regulations expanding the scope of the U.S. EAR to include additional products that would become subject to export restrictions relating to Huawei entities including HiSilicon.

These new regulations restrict the sale to Huawei and the designated Huawei entities of certain non-U.S. made items, such as semiconductor devices, manufactured for or sold to Huawei entities including HiSilicon under specific, detailed conditions set forth in the new regulations.

These new regulations have impacted our sales to Huawei, HiSilicon and their suppliers.

We are taking appropriate actions, including filing license applications and obtaining licenses from the U.S. Department of Commerce.

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.

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

Also, our controls related to Entity List compliance could be circumvented, exposing us to legal liabilities.

our products.

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

[removed: robotics (“Robotics”) products.][added: | Robotics | | | 13 | | | | 14 | |]

While [removed: both] our [removed: test and robotics] businesses [removed: may continue to] [added: could] be [removed: influenced] [added: impacted] by supply [removed: constraints, which could impact our revenue and costs, We] [added: constraints in the future, we] do not anticipate [removed: that] supply chain constraints will have a material impact on our financial results in [removed: 2024.][added: 2025.]

While [removed: the majority of our] revenues [added: in our test businesses] are [added: predominantly] in U.S. dollars, [removed: approximately 70 percent] [added: the majority] of our Robotics revenue is denominated in foreign currencies.

[removed: Continued strengthening] [added: Strengthening] of the U.S. dollar would [removed: adversely] [added: negatively] affect Robotics revenue growth in [removed: 2024.][added: 2025.]

Our corporate strategy [removed: continues] [added: for our test businesses is] to [removed: focus on] profitably [removed: gaining] [added: grow] market share [added: while] in [removed: our test businesses] [added: Robotics, we plan to profitably grow revenue] through the introduction of differentiated products [removed: that target] [added: targeting] expanding [removed: segments and accelerating growth through continued investment in our Robotics businesses.][added: markets.]

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In the second half of [removed: 2023,] [added: 2023 and the full year of 2024,] we saw improvements related to supply constraints and, consequently, did not experience material increases in our lead times and costs for components.

In addition, in [removed: the 2023,] [added: 2023 and 2024,] inflationary pressures contributed to increased costs for product components and wage inflation, which had a minimal impact on our cost of products, gross margin and profit for the year.

[added: 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.

Excess inventory, which represents inventory items that are not expected to be consumed within the forecasted demand window, is written [removed: down to estimated net realizable value.]

[removed: We evaluate other assumptions related] to demographic factors, such as retirement age, mortality and turnover periodically, and update them to reflect our experience and expectations for the future.

We believe that [removed: 4.75%] [added: 4.65%] was an appropriate rate of return on assets to use for [removed: 2023.][added: 2024.]

The December 31, [removed: 2023] [added: 2024] asset allocation for our U.S. Plan was 94% invested in fixed income securities, 5% invested in equity securities, and 1% invested in other securities.

The discount rate that we utilized for determining future pension obligations for the U.S. Plan is based on the FTSE Pension Index adjusted for the U.S. Plan’s expected cash flows and was [removed: 4.75%] [added: 5.45%] at December 31, [removed: 2023, down] [added: 2024, up] from [removed: 4.95%] [added: 4.75%] at December 31, [removed: 2022.][added: 2023.]

We estimate that in [removed: 2024] [added: 2025] we will recognize approximately [removed: $0.2] [added: $0.1] million of pension expense for the U.S. Plan.

The U.S. Plan pension expense estimate for [removed: 2024] [added: 2025] is based on a [removed: 4.75%] [added: 5.45%] discount rate and a [removed: 4.65%] [added: 5.05%] return on assets.

[added: In accordance with ASU 2020-06, we account for a] convertible debt instrument as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives.

Information pertaining to fiscal year [removed: 2021] [added: 2022] results of operations, including a year-to-year comparison against fiscal year [removed: 2022,] [added: 2023,] was included in our Annual Report on Form 10-K for the year ended December 31, [removed: 2022] [added: 2023] under Part II, Item 7, “Management’s Discussion and Analysis of Financial Position and Results of Operations,” which was filed with the SEC on February 22, [removed: 2023.][added: 2024.]

| Products | | | [removed: 78.3] [added: 81.4] | % | | | [removed: 82.1] [added: 78.3] | % |

| Services | | | [removed: 21.7] [added: 18.6] | | | | [removed: 17.9] [added: 21.7] | |

| Cost of products | | | [removed: 33.0] [added: 34.1] | | | | 33.0 | |

| Cost of services | | | [removed: 9.6] [added: 7.4] | | | | [removed: 7.8] [added: 9.6] | |

| Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below) | | | [removed: 42.6] [added: 41.5] | | | | [removed: 40.8] [added: 42.6] | |

| Gross profit | | | [removed: 57.4] [added: 58.5] | | | | [removed: 59.2] [added: 57.4] | |

| Selling and administrative | | | [removed: 21.6] [added: 21.9] | | | | [removed: 17.7] [added: 21.6] | |

| Engineering and development | | | [removed: 15.6] [added: 16.3] | | | | [removed: 14.0] [added: 15.6] | |

| Acquired intangible assets amortization | | | 0.7 | | | | [removed: 0.6] [added: 0.7] | |

| Restructuring and other | | | [removed: 0.8] [added: 0.6] | | | | [removed: 0.5] [added: 0.8] | |

| Total operating expenses | | | [removed: 38.7] [added: 37.4] | | | | [removed: 32.8] [added: 38.7] | |

| Income from operations | | | [removed: 18.7] [added: 21.1] | | | | [removed: 26.4] [added: 18.7] | |

| Interest income | | | [removed: (1.0] [added: (0.9] | ) | | | [removed: (0.2] [added: (1.0] | ) |

| Other (income) expense, net | | | [removed: —] [added: 0.2] | | | | [removed: (0.2] [added: (0.0] | ) |

| Income tax provision | | | [removed: 2.9] [added: 2.1] | | | | [removed: 4.0] [added: 2.9] | |

| Net income | | | [removed: 16.8] [added: 19.2] | % | | | [removed: 22.7] [added: 16.8] | % |

| | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | | | [removed: 2022-2023] [added: 2023-2024] Dollar Change | | |

| Semiconductor Test | | [removed: $] | [removed: 1,818.6 | | | $ | 2,080.6] [added: 75] | [added: %] | | [removed: $] | [removed: (262.0] [added: 73] | [removed: )] [added: %] |

| Corporate and Eliminations [added: (1)] | | | [removed: —] [added: 62.7] | | | | [removed: 0.3] [added: 1.9] | | | | [removed: (0.3] [added: 60.8] | [removed: )] |

The [removed: decrease] [added: increase] in Semiconductor Test revenues of [removed: $262.0] [added: $166.7] million, or [removed: 12.6%,] [added: 8.5%,] was driven primarily by [removed: lower] [added: higher] tester sales for [removed: compute] [added: computing, ADAS,] and [removed: mobility] [added: memory applications, partially offset by lower tester sales for legacy automotive] applications.

The decrease in [removed: Wireless Test revenues of $57.4 million, or 28.5%,] [added: income before income taxes in All Other] was [added: driven] primarily [removed: due to] [added: by] a decrease in sales of [removed: connectivity test] [added: Wireless Test] products.

robotics (“Robotics”) products; and

In 2024, we saw strength in our Semiconductor Test business, with memory and compute offerings growing considerably compared to 2023.

We expect mobile, automotive, and industrial will grow in 2025 and that recent advancements in AI inference may help mid-term recovery in these markets.

Beyond AI compute, we are investing in other areas of the semiconductor test market that offer the opportunity for accelerating long-term growth, including power semi-conductors and the shift towards vertically integrated products ("VIPs").

We have seen the benefits start to materialize in 2024 and expect them to continue through the mid-term.

2024 was a very weak industrial automation market resulting in a year-over-year decline in Robotics revenues while outperforming our peer group.

In 2024, we built key OEM, systems integrators and large account strategic partnerships which will strengthen our go to market for years to come.

Introduction of new products, including the MiR 1200 Pallet Jack will further expand our available markets to support our growth.

On May 27, 2024, we paid 483.1 million Euros, equivalent to $524.1 million, to purchase a combination of previously issued and outstanding shares and shares newly issued by Technoprobe, S.p.A.

("Technoprobe").

The shares purchased represent 10% of the issued and outstanding shares of Technoprobe.

We also received a board seat as part of the purchase.

Additionally, as part of the transaction, we completed the sale of the Device Interface Solutions ("DIS") business, a component of our Semiconductor Test segment, to Technoprobe for $85.0 million in cash, net of cash and cash equivalents sold, and a customary working capital adjustment.

The sale resulted in a pre-tax gain of $57.1 million recorded as 'Gain on sale of business' in the consolidated statement of operations.

Our capital allocation plan will continue to be balanced between investing in organic and inorganic growth and returning cash to shareholders through share repurchases and dividends.

Government Regulations

We are subject to numerous United States and foreign laws and regulations, including, without limitation, tariffs, trade sanctions, trade barriers, trade embargoes, regulations relating to import-export control, technology transfer restrictions, and other laws and regulations.

Additionally, United States and foreign governmental authorities have taken, and may continue to take, administrative, legislative or regulatory action that could impact our operations.

We believe that our operations are in material compliance with applicable trade regulations.

The costs we incurred in complying with applicable trade regulations for the year ended December 31, 2024 were not material, and we do not currently expect the cost of complying with existing trade laws and regulations to have a material adverse effect on our capital expenditures or earnings or on our competitive position in any one year.

It is possible, however, that future developments, including changes in laws and regulations or government policies, could lead to material costs, and such costs may have a material adverse effect on our future business or prospects.

For information regarding risks associated with import-export control regulations and similar applicable laws and regulations, see Part II - Item 1A "Risk Factors- Risks Related to Legal and Regulatory Compliance" included elsewhere in this Form 10-K.

Equity Method Investments

We account for investments using the equity method of accounting when it has significant influence over the financial and operating policies, but not control, of the investee.

The equity method investments are initially recorded at cost and included in the 'Equity method investment' in the consolidated balance sheet.

We record our share of investee's net income or loss and other comprehensive income, and the amortization of equity method basis difference, calculated as the difference between the investment and the amount of underlying equity in net assets acquired, on a 3-month lag, which is applied consistently from period to period.

Our share of investee's net income and the amortization of equity method basis difference are reported in 'Equity in net earnings of affiliate' in the consolidated statement of operations.

We include our share of investee's other comprehensive income and a cumulative translation adjustment in the consolidated statements of comprehensive income.

We monitor on an ongoing basis its equity method investments for indicators of other-than-temporary declines in fair value below carrying value.

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down to estimated net realizable value.

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| | | 2024 | | | | 2023 | | |

| Gain on sale of business | | | (2.0 | ) | | | 0.0 | |

| Income before income taxes and equity in net earnings of affiliate | | | 21.6 | | | | 19.6 | |

| Income before equity in net earnings of affiliate | | | 19.5 | | | | 16.8 | |

| Equity in net earnings of affiliate | | | (0.3 | ) | | | 0.0 | |

| Robotics | | | 364.8 | | | | 375.2 | | | | (10.4 | ) |

| All Other | | | 331.1 | | | | 343.9 | | | | (12.8 | ) |

| | | $ | 2,819.9 | | | $ | 2,676.3 | | | $ | 143.5 | |

wireless test (“Wireless Test”) systems; and

In 2023, the demand in our Semiconductor Test business continued to be impacted by a correction cycle driven by excess semiconductor inventory, primarily in the mobility segment of the market.

The depth of this slowdown and the timing of the recovery are uncertain, however, strong automotive and image sensor demand partially offset these declines.

The growth of DDR5 and High Bandwidth Memory ("HBM") devices for data center applications continued to drive demand for our products in the memory market in 2023.

Over the midterm, we expect the ramp of 3 nanometer and gate-all-around process technology, increasing multichip packaging, additional device complexity and unit growth will drive additional demand for Semiconductor Test.

Our Robotics segment consists of Universal Robots A/S (“UR”), a leading supplier of collaborative robotic arms, and Mobile Industrial Robots A/S (“MiR”), a leading maker of AMRs for industrial automation.

The market for our Robotics 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.

Demand in the fourth quarter of 2023 increased, tied to introduction of new products and seasonally high demand in Robotics after market softness and the impact of our channel transformation resulted in a weaker than forecasted first half of 2023.

On November 7, 2023, Teradyne and Technoprobe S.p.A, (“Technoprobe”), a leader in the design and production of probe cards, announced establishment of a strategic partnership that will seek to accelerate growth for both companies and enable higher performance semiconductor test interfaces for customers worldwide.

As part of the partnership, Teradyne will make an investment of 481.0 million Euros in exchange for a 10% equity investment in Technoprobe and Technoprobe will acquire 100% of Teradyne’s Device Interface Solutions ("DIS") business in exchange for $85.0 million.

The transaction is expected to close during the first half of 2024.

In 2023, inflation had minimal effect on our results.

There was no material impact to our 2023 results due to changes in foreign exchange rates, however, in 2022, the strengthening of the U.S. dollar was a factor in lower than forecasted revenues in our Robotics segment.

We plan to continue investing in our growth while balancing capital allocations between stock repurchases and dividends and using capital for acquisitions.

Our supply chain team, and our suppliers, continue to manage numerous supply, production, and logistics obstacles.

In an effort to mitigate these risks, in some cases, we have incurred higher costs due to investment in supply chain resiliency and to secure available inventory or have extended or placed non-cancellable purchase commitments with semiconductor suppliers, which introduces inventory risk if our forecasts and assumptions prove inaccurate.

We have also sourced components from additional suppliers and multi-sourced and pre-ordered components and finished goods inventory in some cases in an effort to reduce the impact of the adverse supply chain conditions we have experienced.

Though these mitigation efforts have not had a material impact on our financial results, our continuing efforts may not be successful.

While our businesses could be impacted by supply constraints in the future, we do not anticipate supply chain constraints will have a material impact on our financial results in 2024.

Impact of the Israel-Hamas conflict on our Business

The recent Israel-Hamas conflict could have a negative impact on our future revenue and supply chain, either of which could adversely affect our business and financial results.

Our customers in Israel may experience delays in product releases due to impacts to their labor force and impacts on their suppliers because of the conflict, which could materially impact demand for our products.

Similarly, our suppliers in Israel may experience delays in providing us with parts due to the conflict.

In addition, the global economic uncertainty following the start of the conflict could impact demand for our products.

Impact of October 7, 2022 and October 17, 2023 U.S. Department of Commerce Regulations on our Business

On October 7, 2022, the U.S. Department of Commerce published new regulations restricting the export to China of advanced semiconductors, supercomputer technology, equipment for the manufacturing of advanced semiconductors and components and technology for the manufacturing in China of certain semiconductor manufacturing equipment.

As previously disclosed, the restrictions impacted Teradyne’s sales to certain companies in China and Teradyne’s manufacturing and development operations in China.

Teradyne mitigated the impact of these restrictions on its business by obtaining licenses from the Department of Commerce.

On October 17, 2023, the Department of Commerce released new rules updating the exporting controls issued on October 7, 2022.

The new rules which took effect on November 17, 2023 significantly limit the impact of the October 7, 2022 restrictions on Teradyne’s business.

However, the regulations may continue to have an adverse impact on certain actual or potential customers of Teradyne and on the global semiconductor industry.

To the extent the regulations impact actual and potential customers or disrupt the global semiconductor industry, Teradyne’s business and revenues will be adversely impacted.

See Part II—Item 1A, “Risk Factors,” included herein for updates to our risk factors regarding risks associated with supply chain issues, international conflicts, and legal and regulatory compliance.

This

As a result of adoption, we recorded an increase of $1.4 million to current debt for unsettled shares, an increase of $1.8 million to deferred tax assets, an increase of $6.6 million to long-term debt for unamortized debt discount, and an increase to retained earnings of $94.6 million for the reclassification of the equity component.

Mezzanine equity representing unsettled shares value was reduced to zero and additional paid-in capital was reduced by $100.8 million.

In accordance with ASU 2020-06, we account for a

| | | 2023 | | | | 2022 | | |

| Income before income taxes | | | 19.6 | | | | 26.6 | |

| Robotics | | | 375.2 | | | | 403.1 | | | | (27.9 | ) |

Concentrations of credit risk with respect to accounts receivable [added: are limited due to the large number of geographically dispersed customers.]

[removed: ##### [Table] [added: [Table] of [removed: Contents](#toc_page)][added: Contents](#toc_page)]

We also enter into foreign currency forward contracts to hedge the impact of exchange rates on our revenues in Japanese [removed: Yen and Taiwan Dollar.][added: Yen.]

On November 7, 2023, in connection with our agreement to acquire 10% investment in Technoprobe S.p.A, we purchased a call option to buy 481.0 million [removed: Euros.][added: Euros, which expired in April 2024.]

As of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

As of December 31, 2024, two customers of our Semiconductor Test segment, Taiwan Semiconductor Manufacturing Co. and SK Hynix Inc, each accounted for 10% of our accounts receivable balance.

On April 12, 2024, we entered into a forward to buy 481.0 million Euros, which expired on May 23, 2024.

are limited due to the large number of geographically dispersed customers.

There were no customers who accounted for more than 10% of our accounts receivable balance as of December 31, 2022.

The expiration date of the option is April 26, 2024.

Since the transaction price was agreed to in Euros, this option contract reduces the impact to the purchase price of changes in the Euro to U.S. Dollar exchange rate.

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

While [removed: the majority of our] revenues [added: in our test businesses] are [added: predominantly] in U.S. dollars, [removed: approximately 70 percent] [added: the majority] of our Robotics [removed: sales are] [added: revenue is] denominated in foreign currencies.

Strengthening of the U.S. dollar would [removed: adversely] [added: negatively] affect Robotics revenue growth in [removed: 2024.][added: 2025.]

[removed: ##### [Table] [added: [Table] of [removed: Contents](#toc_page)][added: Contents](#toc_page)]

Our corporate strategy [removed: continues] [added: for our test businesses is] to [removed: focus on] profitably [removed: gaining] [added: grow] market share [added: while] in [removed: our test businesses] [added: Robotics, we plan to profitably grow revenue] through the introduction of differentiated products [removed: that target] [added: targeting] expanding [removed: segments and accelerating growth through continued investment in our Robotics businesses.][added: markets.]

We design, manufacture, sell and support Semiconductor Test products and services [added: and hard disk drives] on a worldwide basis.

The test systems we provide are used [removed: both] for wafer [removed: level and] [added: level,] device package [added: testing, and system level] testing of semiconductor devices.

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

[removed: These] [added: Our] customers obtain the overall benefit of comprehensively testing devices and reducing the total costs associated with testing by using our Semiconductor Test systems to:

These markets include mobile phones and tablets, PCs, servers, networking [added: and automotive electronics.]

In 2019, we introduced our next generation UltraFLEXPlus tester, the newest member of the UltraFLEX family, [removed: UltraFLEXPlus] [added: which] uses the new PACETM architecture to deliver superior economics and fast time to market for complex digital devices.

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

[added: Our] Magnum [removed: 7, the newest member of the family introduced at the end of 2021, is a next generation memory test] [added: 7] solution [added: is] designed for parallel memory test in the flash, DRAM and multi-chip package [removed: markets.][added: markets while our Magnum platform called Magnum EPIC giving us full product coverage of the memory test market.]

Our ETS platform is used by semiconductor manufacturers and assembly and test subcontractors, primarily in the analog/mixed signal markets that cover [removed: more] cost sensitive applications.

Our proprietary SmartPin™ technology enables high efficiency multi-site [removed: testing,] [added: testing] on an individual test [removed: system,] [added: system] permitting greater test throughput.

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

The Eagle platform includes the [removed: ETS-88,] [added: ETS-88 which is] a high performance multi-site production test system designed to test a wide variety of high volume power and precision [removed: devices,] [added: devices] including Silicon Carbide [removed: (SiC)] [added: ("SiC")] and Gallium Nitride [removed: (GaN)] [added: ("GaN")] power devices used in vehicle [removed: electrification, and the ETS-800, a high performance multi-site production test system, is used to test high complexity power devices in automotive, industrial and consumer applications.][added: electrification.]

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

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

Our [removed: system level test product] [added: SLT testers] for the semiconductor production market [removed: is] [added: are] used to test devices following wafer and package test.

[removed: The business unit’s products lead in addressing] [added: SLT testers address] customer requirements related to factory density, throughput and thermal performance.

Our Wireless Test [added: operating] segment is a business unit run under the LitePoint brand name providing wireless test solutions for silicon validation, wireless module manufacturing, and wireless end device manufacturing.

Universal Robots is a leading provider of collaborative robots [removed: (cobots)] [added: ("cobots")] used across various industries, including automotive, food & beverage, metal & machining, electronics, pharmaceutical, and in education.

An extensive ecosystem has grown around the company's [removed: cobot] [added: cobot,] technology creating [removed: innovation,] [added: innovation and] choice for customers and a wide range of components, kits and solutions to suit every application.

MiR is a leading provider of autonomous mobile robots [removed: (AMRs)] [added: ("AMRs")] for the manufacturing and logistics segments.

[removed: The] MiR AMRs enhance productivity, offering a high return on investment by streamlining workforce efficiency, reducing lead times, and improving workplace safety.

MiR currently offers three [removed: models—MiR250,] [added: deckload AMR models, each supporting a different payload capacity—MiR250,] MiR600, and [removed: MiR1350—each with varying payload capacities, all] [added: MiR1350—as well as a pallet jack AMR—MiR1200 Pallet Jack—all] managed by our unified fleet management software, MiR Fleet.

Reliable Autonomous Navigation: [removed: The] MiR robots demonstrate consistent, reliable navigation across large manufacturing and warehouse areas.

In 2023, revenues [removed: from] [added: driven by] Texas Instruments Inc., a customer of our Semiconductor Test segment, accounted for 10% of our consolidated revenues.

In each of the years, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] our five largest direct customers in aggregate accounted for [removed: 32%, 26%] [added: 36%, 32%] and [removed: 33%] [added: 26%] of our consolidated revenues, respectively.

OSAT [removed: customers, such as Taiwan Semiconductor Manufacturing Company Ltd.,] [added: customers] often purchase our test systems based upon recommendations from OEMs, IDMs and Fabless companies.

[removed: We] [added: In 2022, we] estimate consolidated revenues driven by Qualcomm, a customer of our Semiconductor Test, System Test, and Wireless Test [added: operating] segments, combining direct and indirect sales, accounted for approximately 11% of our consolidated [removed: revenues in 2022.][added: revenues.]

[removed: We] [added: In 2024, we] estimate consolidated revenues driven by [removed: one OEM customer,] [added: Samsung, a customer] of our Semiconductor Test and Wireless Test segments, combining direct [removed: sales to that customer with sales to the customer’s OSATs (which include Taiwan Semiconductor Manufacturing Company Ltd.),] [added: and indirect sales,] accounted for [removed: approximately 19%] [added: appropriately 12.5%] of our consolidated [removed: revenues in 2021.][added: revenues.]

The loss of, or significant decrease in demand from [removed: this] [added: key] OEM [removed: customer] [added: customers] or any of our five largest direct customers, could have a material adverse effect on our business, results of operations and financial condition.

We sell in these areas predominantly through a direct sales force, except for Robotics products, which are sold principally through [removed: distributors.][added: distributors and OEMs.]

Our manufacturing activities for our test businesses are primarily conducted through subcontractors and outsourced contract manufacturers with significant operations in [removed: China and] Malaysia.

Sales to customers outside the United States were [added: 87%,] 84%, [removed: 85%,] and [removed: 89%,] [added: 85%,] respectively, of our consolidated revenues in [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021.][added: 2022.]

See also “Item 1A: Risk Factors” and Note [removed: T:] [added: U:] “Operating Segment, Geographic and Significant Customer Information” in Notes to Consolidated Financial Statements.

Competitors in the Semiconductor Test segment include, among others, Advantest [removed: Corporation] [added: Corporation, SPEA S.p.A.,] and Cohu, Inc.

Competitors in the System Test [added: operating] segment include, among others, [removed: Keysight Technologies, Inc.,] Advantest [removed: Corporation,] [added: Corporation and] Test Research, Inc. [removed: SPEA S.p.A. and Astronics Corporation.]

robotics (“Robotics”) products; and

In 2024, we saw strength in our Semiconductor Test business, with memory and compute offerings growing considerably compared to 2023.

We expect mobile, automotive, and industrial will grow in 2025 and that recent advancements in AI inference may help mid-term recovery in these markets.

Beyond AI compute, we are investing in other areas of the semiconductor test market that offer the opportunity for accelerating long-term growth, including power semi-conductors and the shift towards vertically integrated products ("VIPs").

We have seen the benefits start to materialize in 2024 and expect them to continue through the mid-term.

2024 was a very weak industrial automation market resulting in a year-over-year decline in Robotics revenues while outperforming our peer group.

In 2024, we built key OEM, systems integrators and large account strategic partnerships which will strengthen our go to market for years to come.

Introduction of new products, including the MiR 1200 Pallet Jack, will further expand our available markets to support our growth.

On May 27, 2024, we paid 483.1 million Euros, equivalent to $524.1 million, to purchase a combination of previously issued and outstanding shares and shares newly issued by Technoprobe, S.p.A.

("Technoprobe").

The shares purchased represent 10% of the issued and outstanding shares of Technoprobe.

We also received a board seat as part of the purchase.

Additionally, as part of the transaction, we completed the sale of the Device Interface Solutions ("DIS") business, a component of our Semiconductor Test segment, to Technoprobe for $85.0 million in cash, net of cash and cash equivalents sold, and a customary working capital adjustment.

The sale resulted in a pre-tax gain of $57.1 million recorded as 'Gain on sale of business' in the consolidated statement of operations.

Our capital allocation plan will continue to be balanced between investing in organic and inorganic growth and returning cash to shareholders through share repurchases and dividends.

We have continued to invest in

[Table of Contents](#toc_page)

The ETS-800, a high performance multi-site production test system, is used to test high complexity power devices in automotive, industrial and consumer applications.

The Integrated System Test group is comprised of our system level test ("SLT") testers and our hard disk drive ("HDD") testers.

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[Table of Contents](#toc_page)

| | | 2024 | | | | 2023 | | |

| Semiconductor Test | | $ | 921.9 | | | $ | 893.4 | |

| All Other | | | 203.7 | | | | 188.9 | |

| | | $ | 1,162.2 | | | $ | 1,124.6 | |

[Table of Contents](#toc_page)

indicative of the actual sales for any succeeding period.

[Table of Contents](#toc_page)

[Table of Contents](#toc_page)

wireless test (“Wireless Test”) systems; and

robotics (“Robotics”) products.

In 2023, the demand in our Semiconductor Test business continued to be impacted by a correction cycle driven by excess semiconductor inventory, primarily in the mobility segment of the market.

The depth of this slowdown and the timing of the recovery are uncertain, however, strong automotive and image sensor demand partially offset these declines.

The growth of DDR5 and High Bandwidth Memory ("HBM") devices for data center applications continued to drive demand for our products in the memory market in 2023.

Over the midterm, we expect the ramp of 3 nanometer and gate-all-around process technology, increasing multichip packaging, additional device complexity and unit growth will drive additional demand for Semiconductor Test.

Our Robotics segment consists of Universal Robots A/S (“UR”), a leading supplier of collaborative robotic arms, and Mobile Industrial Robots A/S (“MiR”), a leading maker of AMRs for industrial automation.

The market for our Robotics 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.

Demand in the fourth quarter of 2023 increased, tied to introduction of new products and seasonally high demand in Robotics after market softness and the impact of our channel transformation resulted in a weaker than forecasted first half of 2023.

On November 7, 2023, Teradyne and Technoprobe S.p.A (“Technoprobe”), a leader in the design and production of probe cards, announced the establishment of a strategic partnership that will seek to accelerate growth for both companies and enable higher performance semiconductor test interfaces for customers worldwide.

As part of the partnership, Teradyne will make an investment of 481.0 million Euros in exchange for a 10% equity investment in Technoprobe and Technoprobe will acquire 100% of Teradyne’s Device Interface Solutions ("DIS") business in exchange for $85.0 million.

The transaction is expected to close during the first half of 2024.

In 2023, inflation had minimal effect on our results.

While both our test and robotics businesses may continue to be influenced by supply constraints, which could impact our revenue and costs, we do not anticipate that supply chain constraints will have a material impact on our financial results in 2024.

There was no material impact to our 2023 results due to changes in foreign exchange rates, however, in 2022, the strengthening of the U.S. dollar was a factor in lower than forecasted revenues in our Robotics segment.

We plan to continue investing in our growth while balancing capital allocations between stock repurchases and dividends and using capital for acquisitions.

and automotive electronics.

In 2019, we introduced a high-speed DRAM test version of our Magnum platform called Magnum EPIC giving us full product coverage of the memory test market.

Storage Test

The world’s leading makers of smartphones, laptops, access points, and Internet-of-Things (“IoT”) devices rely on LitePoint equipment to ensure their products get into consumer’s hands with high quality and high efficiency.

Design verification involves comprehensive automated testing of small quantities of devices in an R&D lab to ensure the device meets its design targets over a wide range of conditions and scenarios.

High Volume manufacturing involves the calibration and testing of each wireless device to ensure the product will deliver the intended customer experience.

This ensures all the products perform identically in terms of their wireless characteristics.

LitePoint equipment serves an ever-expanding number of wireless standards in three segments: connectivity, cellular, and secure ranging.

Connectivity encompasses numerous short range unlicensed communication standards.

Cellular includes standards operating in licensed spectrum from a few GHz to 10s of GHz (mmWave).

Finally, secure ranging uses Ultra Wideband (UWB) technology to provide centimeter level positioning with secure data transactions for applications such as “digital keys” and item location (tag type trackers).

LitePoint serves these wireless segments with multiple product families.

The LitePoint IQxel-MX and IQxel-MW7G series provide leading edge measurement performance for both design validation and high volume manufacturing of connectivity products.

The LitePoint IQxstream-5G and IQgig-5G families combine support for 4G and 5G technologies across a wide range of frequencies to serve all the needs of both end user (smartphones) and network infrastructure (small cells and O-RAN) equipment.

Finally, the IQgig-UWB+ provides comprehensive certification and manufacturing test support for UWB (802.15.14) products used for secure ranging.

Launched in fall 2021, MiR600 and MiR1350 are industrial-grade robots with IP52 rating, compliant with ISO 3691-4 safety standards, and TÜV certified.

In 2021, revenues from Taiwan Semiconductor Manufacturing Company Ltd., a customer of our Semiconductor Test segment, accounted for 12% of our consolidated revenues.

| | | 2023 | | | | 2022 | | |

| Semiconductor Test | | $ | 822.8 | | | $ | 879.6 | |

| System Test | | | 223.8 | | | | 253.0 | |

| Wireless Test | | | 35.7 | | | | 60.0 | |

| | | $ | 1,124.6 | | | $ | 1,235.2 | |

In 2022, we implemented a new learning management system integrated with our human resource system.

This enabled our business to more easily create and offer business training courses.

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For the fiscal year ended December 31, [removed: 2023][added: 2024]

The aggregate market value of the voting stock held by non-affiliates of the registrant as of [removed: July 2, 2023,] [added: June 30, 2024,] was approximately [removed: $11.0] [added: $24.0] billion based upon the closing price of the registrant’s Common Stock on the Nasdaq Stock Market on that date.

The number of shares outstanding of the registrant’s only class of Common Stock as of February [removed: 16, 2024,] [added: 14, 2025,] was [removed: 153,080,607] [added: 161,718,766] shares.

| Item 1A. | [Risk Factors](#item_1a_risk_factors) | [removed: 10] [added: 9] |

| Item 1B. | [Unresolved Staff Comments](#item_1b_unresolved_staff_comments) | [removed: 21] [added: 20] |

| Item 2. | [Properties](#item_2_properties) | [removed: 23] [added: 22] |

| Item 3. | [Legal Proceedings](#item_3_legal_proceedings) | [removed: 23] [added: 22] |

| Item 4. | [Mine Safety Disclosure](#item_4_mine_safety_disclosure) | [removed: 23] [added: 22] |

| Item 5. | [Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities](#item_5_market_for_registrants_common) | [removed: 24] [added: 23] |

| Item 6. | [(Reserved)](#item_6_reserved) | [removed: 24] [added: 23] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of Operation](#item_7_managements_discussion_and) | [removed: 25] [added: 24] |

| Item 7A. | [Quantitative and Qualitative Disclosures about Market Risk](#item_7a_quantitative_and_qualitative) | [removed: 36] [added: 35] |

| Item 8. | [Financial Statements and Supplementary Data](#item_8_financialstatementssupplemental) | [removed: 38] [added: 36] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#item_9_changes_in_and_disagreements) | [removed: 87] [added: 85] |

| Item 9A. | [Controls and Procedures](#item_9a_controls_and_procedures) | [removed: 87] [added: 85] |

| Item 9B. | [Other Information](#item_9b_othe_information) | [removed: 87] [added: 85] |

| Item 9C. | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item_9c_disclosure_regarding_foreign) | [removed: 87] [added: 85] |

| Item 10. | [Directors, Executive Officers and Corporate Governance](#item_10_directors_executive_officers) | [removed: 88] [added: 86] |

| Item 11. | [Executive Compensation](#item_11_executive_compensation) | [removed: 88] [added: 86] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12_security_ownership_of_certain) | [removed: 88] [added: 86] |

| Item 13. | [Certain Relationships and Related Transactions, and Director Independence](#item_13_certain_relationships_and_relat) | [removed: 88] [added: 86] |

| Item 14. | [Principal Accountant Fees and Services](#item_14_principal_accountant_fees_and) | [removed: 88] [added: 86] |

| Item 15. | [Exhibits and Financial Statement Schedule](#item_15_exhibits_and_financial_statemen) | [removed: 89] [added: 87] |

| Item 16. | [Form 10-K Summary](#item_16_form_10_k_summary) | [removed: 90] [added: 88] |

| | [Signatures](#signatures) | [removed: 95] [added: 93] |

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Senior leadership, including our Chief Information Security Officer ("CISO"), [removed: regularly] brief the Audit Committee of the Board of Directors [added: quarterly and the full Board of Directors at least annually] on our cybersecurity and information security posture.

Periodically we have a recognized independent security expert firm to assess our cyber security maturity along with risks and provide [removed: feedback on where we should continue to improve to mitigate exposures.]

feedback on where we should continue to improve to mitigate exposures.

We own approximately [removed: 720,000] [added: 920,000] square feet of office space and lease approximately [removed: 1,500,000] [added: 1,340,000] square feet of office space.

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

We believe our existing facilities [removed: and planned expansions noted below] are adequate to meet our current and reasonably foreseeable requirements.

In [removed: 2019,] [added: 2024,] we [removed: purchased land in Denmark,] [added: completed construction of an] approximately 200,000 square [removed: feet, to construct a new] [added: foot] building [added: in Odense, Denmark,] for our Robotics operations.

The new building construction is expected to be completed by the first half of 2024.

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Our common stock is traded on the Nasdaq Global Select Market under the trading symbol “TER.” As of February [removed: 22, 2024,] [added: 20, 2025,] there were approximately [removed: 1,148] [added: 1,084] 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: 2023] [added: 2024] (in thousands except per share price):

Includes approximately two thousand shares at an average price of [removed: $94.13] [added: $122.14] withheld from employees for the payment of taxes.

| September 30, 2024 – October 27, 2024 | | | 104 | | | | $ | 129.01 | | | | | 103 | | | $ | 1,531,150 | |

| October 28, 2024 – November 24, 2024 | | | 475 | | | | | 107.04 | | | | | 475 | | | | 1,480,482 | |

| November 25, 2024 – December 31, 2024 | | | 668 | | | | | 120.26 | | | | | 668 | | | | 1,400,063 | |

| | | | 1,247 | | (1) | | $ | 115.95 | | (1) | | | 1,246 | | | | | |

| October 2, 2023 – October 29, 2023 | | | 363 | | | | $ | 97.65 | | | | | 362 | | | $ | 1,615,390 | |

| October 30, 2023 – November 26, 2023 | | | 185 | | | | | 85.97 | | | | | 185 | | | | 1,599,497 | |

| November 27, 2023 – December 31, 2023 | | | 1 | | | | | 93.70 | | | | | — | | | | 1,599,497 | |

| | | | 549 | | (1) | | $ | 93.70 | | (1) | | | 547 | | | | | |

(2)

(3)

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We have audited the accompanying consolidated balance sheets of Teradyne, Inc. and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of operations, [added: of] comprehensive income, [added: of] convertible common shares and shareholders' equity and [added: of] cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] appearing under Item 15(c) (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

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As described in Note B to the consolidated financial statements, the Company recognizes revenue for transactions that do not meet the criteria for over time [removed: recognition] [added: recognition,] at a point in time when shipped or delivered based on contractual terms.

The Company’s total product revenue was [removed: $2.1] [added: $2.3] billion for the year ended December 31, [removed: 2023,] [added: 2024,] of which a majority relates to certain product revenue.

These procedures also included, among others (i) testing the [removed: completeness, accuracy, and occurrence of] revenue recognized for a sample of certain product revenue transactions by obtaining and inspecting source documents, such as purchase orders, invoices, and proof of shipment or delivery; (ii) testing the [removed: cut off] [added: timing] of revenue recognized for a sample of certain product revenue transactions [added: that occurred] near period end by obtaining and inspecting source documents, such as purchase orders, [removed: invoices] [added: invoices,] and proof of shipment or delivery; and (iii) [removed: confirming] [added: testing] a sample of outstanding customer invoice balances as of December 31, [removed: 2023 and, for confirmations not returned,] [added: 2024 by] obtaining and inspecting source documents, such as purchase orders, invoices, proof of shipment or delivery, and subsequent cash receipts.

| | | [added: 2024 | | | |] 2023 | | | | 2022 | | |

| Cash and cash equivalents [added: at beginning of year] | | [removed: $] | 757,571 | | | [removed: $] | 854,773 | | [added: | | 1,122,199 | |]

| Marketable securities | | | [removed: 62,154] [added: 46,312] | | | | [removed: 39,612] [added: 62,154] | |

| Accounts receivable, less allowance for credit losses of [removed: $1,988] [added: $2,111] and [removed: $1,955] [added: $1,988] in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively | | | [removed: 422,124] [added: 471,426] | | | | [removed: 491,145] [added: 422,124] | |

| Inventories, net | | | [removed: 309,974] [added: 298,492] | | | | [removed: 325,019] [added: 309,974] | |

| Prepayments | | | [removed: 548,970] [added: 429,086] | | | | [removed: 532,962] [added: 548,970] | |

| Other current assets | | | [removed: 37,992] [added: 17,727] | | | | [removed: 14,404] [added: 37,992] | |

| Current assets held for sale | | | [removed: 23,250] [added: —] | | | | [removed: —] [added: 23,250] | |

| Total current assets | | | [removed: 2,162,035] [added: 1,816,397] | | | | [removed: 2,257,915] [added: 2,162,035] | |

| Property, plant and equipment, net | | | [removed: 445,492] [added: 508,171] | | | | [removed: 418,683] [added: 445,492] | |

| Operating lease right-of-use assets, net | | | [removed: 73,417] [added: 70,185] | | | | [removed: 73,734] [added: 73,417] | |

| Marketable securities | | | [removed: 117,434] [added: 124,121] | | | | [removed: 110,777] [added: 117,434] | |

| Deferred tax assets | | | [removed: 175,775] [added: 222,438] | | | | [removed: 142,784] [added: 175,775] | |

| Retirement plans assets | | | [removed: 11,504] [added: 11,994] | | | | [removed: 11,761] [added: 11,504] | |

| Other assets | | | [removed: 38,580] [added: 49,620] | | | | [removed: 28,925] [added: 38,580] | |

| Acquired intangible assets, net | | | [removed: 35,404] [added: 15,927] | | | | [removed: 53,478] [added: 35,404] | |

| Goodwill | | | [removed: 415,652] [added: 395,367] | | | | [removed: 403,195] [added: 415,652] | |

| Long-term assets held for sale | | | [removed: 11,531] [added: —] | | | | [removed: —] [added: 11,531] | |

| Total assets | | $ | [removed: 3,486,824] [added: 3,708,714] | | | $ | [removed: 3,501,252] [added: 3,486,824] | |

| Accounts payable | | $ | [removed: 180,131] [added: 134,792] | | | $ | [removed: 139,722] [added: 180,131] | |

| Accrued employees’ compensation and withholdings | | | [removed: 191,750] [added: 204,991] | | | | [removed: 212,266] [added: 191,750] | |

| Deferred revenue and customer advances | | | [removed: 99,804] [added: 107,710] | | | | [removed: 148,285] [added: 99,804] | |

| Other accrued liabilities | | | [removed: 114,712] [added: 90,777] | | | | [removed: 112,271] [added: 114,712] | |

| Operating lease liabilities | | | [removed: 17,522] [added: 18,699] | | | | [removed: 18,594] [added: 17,522] | |

| Income taxes payable | | | [removed: 48,653] [added: 67,610] | | | | [removed: 65,010] [added: 48,653] | |

| Current liabilities held for sale | | | [removed: 7,379] [added: —] | | | | [removed: —] [added: 7,379] | |

| Total current liabilities | | | [removed: 659,951] [added: 624,579] | | | | [removed: 746,263] [added: 659,951] | |

| Retirement plans liabilities | | | [removed: 132,090] [added: 133,338] | | | | [removed: 116,005] [added: 132,090] | |

| Long-term deferred revenue and customer advances | | | [removed: 37,282] [added: 40,505] | | | | [removed: 45,131] [added: 37,282] | |

| Deferred tax liabilities | | | [removed: 183] [added: 1,038] | | | | [removed: 3,267] [added: 183] | |

| Long-term other accrued liabilities | | | [removed: 19,998] [added: 7,442] | | | | [removed: 15,981] [added: 19,998] | |

| Long-term operating lease liabilities | | | [removed: 65,092] [added: 57,922] | | | | [removed: 64,176] [added: 65,092] | |

*Change in Accounting Principle*

[Table of Contents](#toc_page)

| Equity Method Investment | | | 494,494 | | | | — | |

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| Gain on sale of business | | | (57,119 | ) | | | — | | | | — | |

| Income before equity in net earnings of affiliate | | | 549,583 | | | | 448,752 | | | | 715,501 | |

| Equity in net earnings of affiliate | | | (7,211 | ) | | | — | | | | — | |

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| Net income | | $ | 542,372 | | | $ | 448,752 | | | $ | 715,501 | |

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| Warrant exercises | | | | | | | 10,036 | | | | 1,254 | | | | (1,270 | ) | | | | | | | | | | | (16 | ) |

| Repurchase of common stock | | | | | | | (1,740 | ) | | | (217 | ) | | | | | | | | | | | (201,666 | ) | | | (201,883 | ) |

| Net income | | | | | | | | | | | | | | | | | | | | | | | 542,372 | | | | 542,372 | |

| Other comprehensive income | | | | | | | | | | | | | | | | | | | (54,242 | ) | | | | | | | (54,242 | ) |

| Year Ended December 31, 2024 | | $ | — | | | | 161,722 | | | $ | 20,215 | | | $ | 1,909,538 | | | $ | (81,220 | ) | | $ | 970,761 | | | $ | 2,819,294 | |

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| Net income | | $ | 542,372 | | | $ | 448,752 | | | $ | 715,501 | |

| Equity in net earnings of affiliate | | | 7,211 | | | | — | | | | — | |

| Gain on sale of business | | | (57,119 | ) | | | — | | | | — | |

| Investments in businesses | | | (532,060 | ) | | | — | | | | — | |

| Proceeds from the sale of a business, net of cash and cash equivalents sold | | | 90,348 | | | | — | | | | — | |

| Payments of borrowings on revolving credit facility | | | (185,000 | ) | | | — | | | | — | |

| Proceeds from borrowings on revolving credit facility | | | 185,000 | | | | — | | | | — | |

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robotics (“Robotics”) products; and

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cost plus a reasonable margin analysis.

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Equity Method Investments

Teradyne accounts for investments using the equity method of accounting when it has significant influence over the financial and operating policies, but not control, of the investee.

The equity method investments are initially recorded at cost and included in ‘Equity method investment’ in the consolidated balance sheet.

Teradyne records its share of investee's net income or loss and other

[Table of Contents](#toc_page)

comprehensive income, and the amortization of equity method basis difference, calculated as the difference between the investment and the amount of underlying equity in net assets acquired, on a 3-month lag, which is applied consistently from period to period.

Teradyne's share of investee's net income and the amortization of equity method basis difference are reported in ‘Equity in net earnings of affiliate’ in the consolidated statement of operations.

Teradyne includes its share of investee's other comprehensive income and a cumulative translation adjustment in the consolidated statements of comprehensive income.

Teradyne monitors on an ongoing basis its equity method investments for indicators of other-than-temporary declines in fair value below carrying value.

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*Changes in Accounting Principles*

February 22, 2024

| | | | | | | | | |

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

| Current debt | | | — | | | | 50,115 | |

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

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

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

| 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 | |

| Other comprehensive loss | | | | | | | | | | | | | | | | | | | (39,464 | ) | | | | | | | (39,464 | ) |

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

| Contingent consideration fair value adjustment | | | — | | | | — | | | | (7,227 | ) |

| Purchase of investment and acquisition of business | | | — | | | | — | | | | (12,000 | ) |

| Cash and cash equivalents at beginning of year | | | 854,773 | | | | 1,122,199 | | | | 914,121 | |

wireless test (“Wireless Test”) systems; and

robotics (“Robotics”) products.

Acquisition-related contingent consideration is classified as Level 3.

Assumptions utilized in the model include forecasted revenues, revenue volatility, earnings before interest and taxes, and discount rate.

(1)

Teradyne estimates the fair value of contingent consideration at the time of the acquisition using all pertinent information known to us at the time to assess the probability of payment of contingent amounts or through the use of a Monte Carlo simulation model.

Mezzanine equity representing unsettled shares value was reduced to zero and additional paid-in capital was reduced by $100.8 million.

This ASU will have no impact on Teradyne’s results of operations, cash flows or financial condition.

Upon adoption, Teradyne will apply the amendments in this ASU retrospectively to all prior period disclosures presented in the financial statements.

| Point in Time | | $ | 1,141,882 | | | $ | 356,417 | | | $ | 268,379 | | | $ | 296,252 | | | $ | 66,986 | | | $ | 129,399 | | | $ | — | | | $ | 2,259,315 | |

| Total | | $ | 1,432,621 | | | $ | 386,015 | | | $ | 338,197 | | | $ | 303,792 | | | $ | 71,391 | | | $ | 144,282 | | | $ | — | | | $ | 2,676,298 | |

| Americas | | | 117,728 | | | | 11,367 | | | | 151,579 | | | | 111,761 | | | | 36,191 | | | | 50,770 | | | | — | | | | 479,396 | |

| Point in Time | | $ | 1,445,238 | | | $ | 344,693 | | | $ | 402,074 | | | $ | 317,514 | | | $ | 73,812 | | | $ | 189,040 | | | $ | 251 | | | $ | 2,772,622 | |

| Total | | $ | 1,706,884 | | | $ | 373,706 | | | $ | 469,346 | | | $ | 325,732 | | | $ | 77,406 | | | $ | 201,720 | | | $ | 251 | | | $ | 3,155,045 | |

| Asia Pacific | | $ | 1,514,964 | | | $ | 360,176 | | | $ | 294,350 | | | $ | 73,930 | | | $ | 15,724 | | | $ | 140,767 | | | $ | — | | | $ | 2,399,911 | |

| Americas | | | 122,575 | | | | 11,987 | | | | 146,040 | | | | 112,203 | | | | 35,213 | | | | 47,350 | | | | 251 | | | | 475,619 | |

| Point in Time | | $ | 1,989,979 | | | $ | 365,441 | | | $ | 409,383 | | | $ | 305,512 | | | $ | 60,884 | | | $ | 204,247 | | | $ | — | | | $ | 3,335,446 | |

| Over Time | | | 256,751 | | | | 30,171 | | | | 58,356 | | | | 5,670 | | | | 3,839 | | | | 12,648 | | | | — | | | | 367,435 | |

| Total | | $ | 2,246,730 | | | $ | 395,612 | | | $ | 467,739 | | | $ | 311,182 | | | $ | 64,723 | | | $ | 216,895 | | | $ | — | | | $ | 3,702,881 | |

| Asia Pacific | | $ | 2,076,647 | | | $ | 381,444 | | | $ | 306,812 | | | $ | 81,456 | | | $ | 12,919 | | | $ | 172,103 | | | $ | — | | | $ | 3,031,381 | |

| Americas | | | 102,702 | | | | 10,665 | | | | 135,230 | | | | 94,897 | | | | 26,069 | | | | 36,173 | | | | — | | | | 405,736 | |

| Europe, Middle East and Africa | | | 67,381 | | | | 3,503 | | | | 25,697 | | | | 134,829 | | | | 25,735 | | | | 8,619 | | | | — | | | | 265,764 | |

There was no change in our internal control over financial reporting during the fourth fiscal quarter ended December 31, [removed: 2023] [added: 2024] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Based on our evaluation under the framework in *Internal Control—Integrated Framework* (2013), our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] 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.

We refer to these contracts, instructions, and written plans as “Rule 10b5-1 trading plans” and each one as a “Rule 10b5-1 trading plan.” During our fiscal quarter ended December 31, [removed: 2023,] [added: 2024,] no Section 16 Officer or director adopted, modified or terminated a Rule 10b5-1 trading plan.

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The information required by this Item 10 will be included in our definitive Proxy Statement in connection with our [removed: 2024] [added: 2025] Annual Meeting of Shareholders to be [removed: held on May 9, 2024.][added: filed with the SEC no later than 120 days after the close of the fiscal year covered by this Annual Report and is incorporated herein by reference.]

The Proxy Statement will be filed with the SEC not later than 120 days after the close of the fiscal year covered by this Annual Report and is incorporated herein by reference.

The information required by this Item 11 will be included in our definitive Proxy Statement in connection with our [removed: 2024] [added: 2025] Annual Meeting of Shareholders to be [removed: held on May 9, 2024.][added: filed with the SEC not later than 120 days after the close of the fiscal year covered by this Annual Report and is incorporated herein by reference.]

The Proxy Statement will be filed with the SEC not later than 120 days after the close of the fiscal year covered by this Annual Report and is incorporated herein by reference.

The information required by this Item 12 will be included in our definitive Proxy Statement in connection with our [removed: 2024] [added: 2025] Annual Meeting of Shareholders to be [removed: held on May 9, 2024.][added: filed with the SEC not later than 120 days after the close of the fiscal year covered by this Annual Report and is incorporated herein by reference.]

The Proxy Statement will be filed with the SEC not later than 120 days after the close of the fiscal year covered by this Annual Report and is incorporated herein by reference.

The information required by this Item 13 will be included in our definitive Proxy Statement in connection with our [removed: 2024] [added: 2025] Annual Meeting of Shareholders to be [removed: held on May 9, 2024.][added: filed with the SEC not later than 120 days after the close of the fiscal year covered by this Annual Report and is incorporated herein by reference.]

The Proxy Statement will be filed with the SEC not later than 120 days after the close of the fiscal year covered by this Annual Report and is incorporated herein by reference.

The information required by this Item 14 will be included in our definitive Proxy Statement in connection with our [removed: 2024] [added: 2025] Annual Meeting of Shareholders to be [removed: held on May 9, 2024.][added: filed with the SEC not later than 120 days after the close of the fiscal year covered by this Annual Report and is incorporated herein by reference.]

[removed: ##### [Table] [added: [Table] of [removed: Contents](#toc_page)][added: Contents](#toc_page)]

The Proxy Statement will be filed with the SEC not later than 120 days after the close of the fiscal year covered by this Annual Report and is incorporated herein by reference.

| [Report of Independent Registered Public Accounting Firm](#report_independent_registered_public) (PricewaterhouseCoopers LLP, PCAOB ID No 238) | | [removed: 38] [added: 36] |

| [Consolidated Balance Sheets as of December 31, [removed: 2023,] [added: 2024,] and [removed: 2022](#consolidated_balance_sheets)] [added: 2023](#consolidated_balance_sheets)] | | [removed: 40] [added: 38] |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#consolidated_statements_operations)] [added: 2022](#consolidated_statements_operations)] | | [removed: 41] [added: 39] |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#consolidated_statements_comprehensive)] [added: 2022](#consolidated_statements_comprehensive)] | | [removed: 42] [added: 40] |

| [Consolidated Statements of Convertible Common Shares and Shareholders’ Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#consolidated_statements_convertible_comm)] [added: 2022](#consolidated_statements_convertible_comm)] | | [removed: 43] [added: 41] |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#consolidated_statements_cash_flows)] [added: 2022](#consolidated_statements_cash_flows)] | | [removed: 44] [added: 42] |

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| 2024 Allowance for credit losses | | $ | 1,988 | | | $ | 149 | | | $ | (36 | ) | | $ | (10 | ) | | $ | 2,111 | |

| 2024 Valuation allowance | | $ | 109,251 | | | $ | 8,809 | | | $ | (41 | ) | | $ | 765 | | | $ | 117,254 | |

| 2021 Allowance for credit losses | | $ | 2,034 | | | $ | 500 | | | $ | (27 | ) | | $ | 495 | | | $ | 2,012 | |

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

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| 4.3 | | [Description of Teradyne, Inc. Securities Registered under Section 12 of the Exchange [removed: Act.](https://www.sec.gov/Archives/edgar/data/97210/000095017024018701/ter-ex4_3.htm)] [added: Act.](https://www.sec.gov/Archives/edgar/data/97210/000095017025023784/ter-ex4_3.htm)] | | Filed herewith. |

| 10.10 | | Form of Time-Based Restricted Stock Unit Agreement for Executive Officers under 2006 Equity and Cash Compensation Incentive Plan.* | | [Exhibit [removed: 10.10] [added: 10.1] to Teradyne’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the fiscal [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2020.](https://www.sec.gov/Archives/edgar/data/97210/000119312521050735/d69963dex1010.htm)] [added: 2024.](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000097210/000095017024052761/ter-20240331.htm)] |

| 10.11 | | Form of Executive Officer Stock Option Agreement under 2006 Equity and Cash Compensation Incentive Plan, as amended. * | | [Exhibit [removed: 10.11] [added: 10.2] to Teradyne’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the fiscal [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2020.](https://www.sec.gov/Archives/edgar/data/97210/000119312521050735/d69963dex1011.htm)] [added: 2024.](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000097210/000095017024052761/ter-20240331.htm)] |

| 10.24 | | Executive Officer Agreement dated January 25, 2024 between Teradyne and Charles J. Gray.* | | [Exhibit 10.1 to Teradyne's Current [removed: Reprot] [added: Report] on Form 8-K/A filed January 29, 2024](https://www.sec.gov/Archives/edgar/data/97210/000119312524018115/d755112dex101.htm) |

| 10.38 | | [removed: [Executive] [added: Executive] Officer Change in Control Agreement dated February 2, 2024 between Teradyne, Inc. and Ryan [removed: Driscoll.*](https://www.sec.gov/Archives/edgar/data/97210/000095017024018701/ter-ex10_38.htm)] [added: Driscoll.*] | | [removed: Filed herewith.] [added: [Exhibit 10.38 to Teradyne's Annual Report on Form 10-K for the fiscal year ended December 31, 2023.](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000097210/000095017024018701/ter-20231231.htm)] |

| [removed: 10.40] [added: 10.42] | | 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, 2019.](https://www.sec.gov/Archives/edgar/data/97210/000119312519143836/d717687dex105.htm) |

| [removed: 10.41] [added: 10.43] | | Form of Indemnification Agreement.* | | [Exhibit 10.24 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006.](https://www.sec.gov/Archives/edgar/data/97210/000119312507044466/dex1024.htm) |

| [removed: 10.42] [added: 10.44] | | LitePoint Corporation 2002 Stock Plan. | | [Exhibit 10.43 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011.](https://www.sec.gov/Archives/edgar/data/97210/000119312512087457/d263943dex1043.htm) |

| [removed: 10.55] [added: 10.45] | | Credit Agreement dated May 1, 2020 among Teradyne, Inc., Truist Bank, as the administrative agent, issuing bank and swingline lender, and other lenders party thereto. | | [Exhibit 10.1 to Teradyne’s Current Report on Form 8-K filed May 5, 2020.](https://www.sec.gov/Archives/edgar/data/97210/000119312520133155/d830052dex101.htm) |

| [removed: 10.56] [added: 10.46] | | 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. | | [Exhibit 10.52 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.](https://www.sec.gov/Archives/edgar/data/97210/000119312522049828/d213661dex1052.htm) |

| [removed: 10.57] [added: 10.47] | | Second Amendment to Credit Agreement dated October 5, 2022 among Teradyne, Inc., Truist Bank, as the administrative agent, issuing bank and swingline lender, and other lenders party thereto. | | [Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended October 2, 2022.](https://www.sec.gov/Archives/edgar/data/97210/000119312522277821/d386683dex101.htm) |

| 21.1 | | [Subsidiaries of [removed: Teradyne.](https://www.sec.gov/Archives/edgar/data/97210/000095017024018701/ter-ex21_1.htm)] [added: Teradyne.](https://www.sec.gov/Archives/edgar/data/97210/000095017025023784/ter-ex21_1.htm)] | | Filed herewith. |

| 23.1 | | [Consent of PricewaterhouseCoopers [removed: LLP.](https://www.sec.gov/Archives/edgar/data/97210/000095017024018701/ter-ex23_1.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/97210/000095017025023784/ter-ex23_1.htm)] | | Filed herewith. |

| 31.1 | | [Rule 13a-14(a) Certification of Principal Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/97210/000095017024018701/ter-ex31_1.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/97210/000095017025023784/ter-ex31_1.htm)] | | Filed herewith. |

| 31.2 | | [Rule 13a-14(a) Certification of Principal Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/97210/000095017024018701/ter-ex31_2.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/97210/000095017025023784/ter-ex31_2.htm)] | | Filed herewith. |

| 32.1 | | [Section 1350 Certification of Principal Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/97210/000095017024018701/ter-ex32_1.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/97210/000095017025023784/ter-ex32_1.htm)] | | Furnished herewith. |

| 32.2 | | [Section 1350 Certification of Principal Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/97210/000095017024018701/ter-ex32_2.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/97210/000095017025023784/ter-ex32_2.htm)] | | Furnished herewith. |

| 97.1 | | [Policy for Recoupment of Incentive [removed: Compensation.](https://www.sec.gov/Archives/edgar/data/97210/000095017024018701/ter-ex97_1.htm)] [added: Compensation.](https://www.sec.gov/Archives/edgar/data/97210/000095017025023784/ter-ex97_1.htm)] | | Filed herewith. |

| 101 | | The following financial information from Teradyne, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022, (ii) [removed: Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021, (iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022 and 2021 (iv) Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2023, 2022 and 2021, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021, 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: 20th] day of February [removed: 2024.][added: 2025.]

| /S/ PAUL J. TUFANO Paul J. Tufano | Chair of the Board | February [removed: 22, 2024] [added: 20, 2025] |

| /S/ GREGORY SMITH Gregory Smith | Chief Executive Officer (Principal Executive Officer) and Director | February [removed: 22, 2024] [added: 20, 2025] |

| /S/ SANJAY MEHTA Sanjay Mehta | Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | February [removed: 22, 2024] [added: 20, 2025] |

| /S/ PETER HERWECK Peter Herweck | Director | February [removed: 22, 2024] [added: 20, 2025] |

| /S/ MERCEDES JOHNSON Mercedes Johnson | Director | February [removed: 22, 2024] [added: 20, 2025] |

| /S/ ERNEST E. MADDOCK Ernest E. Maddock | Director | February [removed: 22, 2024] [added: 20, 2025] |

| /S/ MARILYN MATZ Marilyn Matz | Director | February [removed: 22, 2024] [added: 20, 2025] |

| /S/ FOUAD TAMER Fouad Tamer | Director | February [removed: 22, 2024] [added: 20, 2025] |

| /S/ BRIDGET VAN KRALINGEN Bridget van Kralingen | Director | February [removed: 22, 2024] [added: 20, 2025] |

| 3.1 | | Restated Articles of Organization. | | [Appendix B to Teradyne’s Definitive Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 filed on March 29, 2024.](https://www.sec.gov/ix?doc=/Archives/edgar/data/97210/000095017024038544/ter-20240329.htm) |

[Table of Contents](#toc_page)

[Table of Contents](#toc_page)

| 10.40 | | Executive Officer Change in Control Agreement dated November 14, 2023 between Teradyne, Inc. and John Wood. * | | [Exhibit 10.1 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended September 29, 2024.](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000097210/000095017024119923/ter-20240929.htm) |

| 10.41 | | Executive Officer Change in Control Agreement dated August 23, 2024 between Teradyne, Inc. and John Lukez. * | | [Exhibit 10.2 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended September 29, 2024.](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000097210/000095017024119923/ter-20240929.htm) |

| 10.48 | | Third Amendment to Credit Agreement dated November 7, 2023 among Teradyne, Inc., Truist Bank, as the administrative agent, issuing bank and swingline lender, and other lenders party thereto | | [Exhibit 10.1 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000097210/000095017024089858/ter-20240630.htm) |

[Table of Contents](#toc_page)

| | | Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021, (iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022 and 2021 (iv) Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2023, 2022 and 2021, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021, and (vi) the Notes to Consolidated Financial Statements. | | |

[Table of Contents](#toc_page)

| | | | | |

| 3.1 | | Restated Articles of Organization. | | [Exhibit 3.1 to Teradyne’s Current Report on Form 8-K filed on May 13, 2021.](https://www.sec.gov/Archives/edgar/data/97210/000119312521160178/d491937dex31.htm) |

| 10.43 | | Letter Agreement, dated December 6, 2016, between Barclays Bank PLC and Teradyne, Inc., regarding the Base Warrants. | | [Exhibit 10.1 to Teradyne’s Current Report on Form 8-K filed December 12, 2016.](https://www.sec.gov/Archives/edgar/data/97210/000119312516790822/d298959dex101.htm) |

| 10.44 | | Letter Agreement, dated December 6, 2016, between Bank of America, N.A., and Teradyne, Inc. regarding the Base Warrants. | | [Exhibit 10.2 to Teradyne’s Current Report on Form 8-K filed December 12, 2016.](https://www.sec.gov/Archives/edgar/data/97210/000119312516790822/d298959dex102.htm) |

| 10.45 | | Letter Agreement, dated December 6, 2016, between Wells Fargo Bank, National Association and Teradyne, Inc. regarding the Base Warrants. | | [Exhibit 10.3 to Teradyne’s Current Report on Form 8-K filed December 12, 2016.](https://www.sec.gov/Archives/edgar/data/97210/000119312516790822/d298959dex103.htm) |

| 10.46 | | Letter Agreement, dated December 6, 2016, between Barclays Bank PLC and Teradyne, Inc. regarding the Base Call Option Transaction. | | [Exhibit 10.4 to Teradyne’s Current Report on Form 8-K filed December 12, 2016.](https://www.sec.gov/Archives/edgar/data/97210/000119312516790822/d298959dex104.htm) |

| 10.47 | | Letter Agreement, dated December 6, 2016, between Bank of America, N.A. and Teradyne, Inc. regarding the Base Call Option Transaction. | | [Exhibit 10.5 to Teradyne’s Current Report on Form 8-K filed December 12, 2016.](https://www.sec.gov/Archives/edgar/data/97210/000119312516790822/d298959dex105.htm) |

| 10.48 | | Letter Agreement, dated December 6, 2016, between Wells Fargo Bank, National Association and Teradyne, Inc. regarding the Base Call Option Transaction. | | [Exhibit 10.6 to Teradyne’s Current Report on Form 8-K filed December 12, 2016.](https://www.sec.gov/Archives/edgar/data/97210/000119312516790822/d298959dex106.htm) |

| 10.49 | | Letter Agreement, dated December 9, 2016, between Barclays Bank PLC and Teradyne, Inc., regarding the Additional Warrants | | [Exhibit 10.7 to Teradyne’s Current Report on Form 8-K filed December 12, 2016.](https://www.sec.gov/Archives/edgar/data/97210/000119312516790822/d298959dex107.htm) |

| 10.50 | | Letter Agreement, dated December 9, 2016, between Bank of America, N.A., and Teradyne, Inc. regarding the Additional Warrants. | | [Exhibit 10.8 to Teradyne’s Current Report on Form 8-K filed December 12, 2016.](https://www.sec.gov/Archives/edgar/data/97210/000119312516790822/d298959dex108.htm) |

| 10.51 | | Letter Agreement, dated December 9, 2016, between Wells Fargo Bank, National Association and Teradyne, Inc. regarding the Additional Warrants. | | [Exhibit 10.9 to Teradyne’s Current Report on Form 8-K filed December 12, 2016.](https://www.sec.gov/Archives/edgar/data/97210/000119312516790822/d298959dex109.htm) |

| 10.52 | | Letter Agreement, dated December 9, 2016, between Barclays Bank PLC and Teradyne, Inc. regarding the Additional Call Option Transaction. | | [Exhibit 10.10 to Teradyne’s Current Report on Form 8-K filed December 12, 2016.](https://www.sec.gov/Archives/edgar/data/97210/000119312516790822/d298959dex1010.htm) |

| 10.53 | | Letter Agreement, dated December 9, 2016, between Bank of America, N.A. and Teradyne, Inc. regarding the Additional Call Option Transaction | | [Exhibit 10.11 to Teradyne’s Current Report on Form 8-K filed December 12, 2016.](https://www.sec.gov/Archives/edgar/data/97210/000119312516790822/d298959dex1011.htm) |

| 10.54 | | Letter Agreement, dated December 9, 2016, between Wells Fargo Bank, National Association and Teradyne, Inc. regarding the Additional Call Option Transaction. | | [Exhibit 10.12 to Teradyne’s Current Report on Form 8-K filed December 12, 2016.](https://www.sec.gov/Archives/edgar/data/97210/000119312516790822/d298959dex1012.htm) |

| | | |

| /S/ TIMOTHY E. GUERTIN Timothy E. Guertin | Director | February 22, 2024 |