Exhibit 99.1

Teradyne Reports Second Quarter 2021 Results

 

•

Revenue of $1,086 million in Q2’21 grew 29% from Q2’20 and 92% from Q2’19

 

•

GAAP Gross Margin 59.6% in Q2’21, up from 56.2% in Q2’20 and 57.4% in Q2’19

 

•

Q2’21 GAAP earnings per share grew 68% from Q2’20 and 220% from Q2’19

 

•

Q2’21 non-GAAP earnings per share grew 44% from Q2’20 and 189% from Q2’19

 

•

Test revenue grew 27% from Q2’20 and 103% from Q2’19 on Semiconductor Test strength

 

•

Industrial Automation revenue grew 57% from Q2’20 and 23% from Q2’19 on global demand growth at Universal Robots

 

•

Q3’21 Revenue guidance at mid-point represents 12% growth from Q3’20 and 58% from Q3’19

 

		Q2’21				Q2’20				Q1’21				1H’21				1H’20
Revenue (mil)		$	1,086			$	839			$	782			$	1,867			$	1,543
GAAP EPS		$	1.76			$	1.05			$	1.09			$	2.85			$	2.02
Non-GAAP EPS		$	1.91			$	1.33			$	1.11			$	3.02			$	2.34

 

==========================================

NORTH READING, Mass. – July 27, 2021 – Teradyne, Inc. (NASDAQ: TER) reported revenue of $1,086 million for the second quarter of 2021 of which $834 million was in Semiconductor Test, $105 million in System Test, $55 million in Wireless Test and $92 million in Industrial Automation (IA). GAAP net income for the second quarter was $328.3 million or $1.76 per diluted share. On a non-GAAP basis, Teradyne’s net income in the second quarter was $337.5 million, or $1.91 per diluted share, which excluded acquired intangible asset amortization, restructuring and other charges, non-cash convertible debt interest, and included the related tax impact on non-GAAP adjustments.

“Test demand across all of our end markets remained high in the second quarter and the strong recovery in our Industrial Automation business broadened geographically,” said Teradyne CEO and President Mark Jagiela. “System on a chip (SOC) test shipments were exceptionally strong in the quarter growing nearly 30% from last year’s record level. In Industrial Automation, Universal Robots delivered growth in North America, Europe and China compared with both 2020 and 2019 as the improving global economy and expanding range of automation solutions we offer powered our highest quarterly group revenue on record.

“As we look ahead, our Q3 outlook reflects continued strong demand from both our Test and Industrial Automation end markets and, at the mid-point of our guidance, puts us on track to grow sales 12% and GAAP and non-GAAP earnings per share 7% and 20%, respectively, from our Q3’20 levels.”

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Guidance for the third quarter of 2021 is revenue of $880 million to $960 million, with GAAP net income of $1.17 to $1.41 per diluted share and non-GAAP net income of $1.29 to $1.55 per diluted share. Non-GAAP guidance excludes acquired intangible asset amortization, non-cash convertible debt interest and includes the related tax impact on non-GAAP adjustments.

Webcast

A conference call to discuss the second quarter results, along with management’s business outlook, will follow at 8:30 a.m. ET, Wednesday, July 28. Interested investors should access the webcast at www.teradyne.com and click on “Investors” at least five minutes before the call begins. Presentation materials will be available starting at 8:30 a.m. ET. A replay will be available on the Teradyne website at https://investors.teradyne.com/events-presentations.

Non-GAAP Results

In addition to disclosing results that are determined in accordance with GAAP, Teradyne also discloses non-GAAP results of operations that exclude certain income items and charges. These results are provided as a complement to results provided in accordance with GAAP. Non-GAAP income from operations and non-GAAP net income exclude acquired intangible assets amortization, non-cash convertible debt interest, losses on convertible debt conversions, pension actuarial gains and losses, discrete income tax adjustments, fair value inventory step-up, and restructuring and other, and includes the related tax impact on non-GAAP adjustments. GAAP requires that these items be included in determining income from operations and net income. Non-GAAP income from operations, non-GAAP net income, non-GAAP income from operations as a percentage of revenue, non-GAAP net income as a percentage of revenue, and non-GAAP net income per share are non-GAAP performance measures presented to provide meaningful supplemental information regarding Teradyne’s baseline performance before gains, losses or other charges that may not be indicative of Teradyne’s current core business or future outlook. These non-GAAP performance measures are used to make operational decisions, to determine employee compensation, to forecast future operational results, and for comparison with Teradyne’s business plan, historical operating results and the operating results of Teradyne’s competitors. Non-GAAP gross margin excludes fair value inventory step-up. GAAP requires that this item be included in determining gross margin. Non-GAAP gross margin dollar amount and percentage are non-GAAP performance measures that management believes provide useful supplemental information for management and the investor. Management uses non-GAAP gross margin as a performance measure for Teradyne’s current core business and future outlook and for comparison with Teradyne’s business plan, historical gross margin results and the gross margin results of Teradyne’s competitors. Non-GAAP diluted shares include the impact of Teradyne’s call option on its shares. Management believes each of these non-GAAP performance measures provides useful supplemental information for investors, allowing greater transparency to the information used by management in its operational decision making and in the review of Teradyne’s financial and operational performance, as well as facilitating meaningful comparisons of Teradyne’s results in the current period compared with those in prior and future periods. A reconciliation of each available GAAP to non-GAAP financial measure discussed in

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this press release is contained in the attached exhibits and on the Teradyne website at teradyne.com by clicking on “Investor Relations” and then selecting “Financials” and the “GAAP to Non-GAAP Reconciliation” link. The non-GAAP performance measures discussed in this press release may not be comparable to similarly titled measures used by other companies. The presentation of non-GAAP measures is not meant to be considered in isolation, as a substitute for, or superior to, financial measures or information provided in accordance with GAAP.

About Teradyne

Teradyne (NASDAQ:TER) brings high-quality innovations such as smart devices, life-saving medical equipment and data storage systems to market, faster. Its advanced test solutions for semiconductors, electronic systems, wireless devices and more ensure that products perform as they were designed. Its Industrial Automation offerings include collaborative and mobile robots that help manufacturers of all sizes improve productivity and lower costs. In 2020, Teradyne had revenue of $3.1 billion and today employs 5,600 people worldwide. For more information, visit teradyne.com. Teradyne^® is a registered trademark of Teradyne, Inc. in the U.S. and other countries.

Safe Harbor Statement

This release contains forward-looking statements regarding Teradyne’s future business prospects, the impact of the COVID-19 pandemic, results of operations, market conditions, earnings per share, the payment of a quarterly dividend, the repurchase of Teradyne common stock pursuant to a share repurchase program, and the impact of U.S. and Chinese export and tariff laws. Such statements are based on the current assumptions and expectations of Teradyne’s management and are neither promises nor guarantees of future performance, events, earnings per share, use of cash, payment of dividends, repurchases of common stock, payment of the senior convertible notes, the impact of the COVID-19 pandemic, or the impact of U.S. and Chinese export and tariff laws. There can be no assurance that management’s estimates of Teradyne’s future results or other forward-looking statements will be achieved. Additionally, the current dividend and share repurchase programs may be modified, suspended or discontinued at any time.

On May 16, 2019, Huawei and 68 of its affiliates, including HiSilicon, were added to the U.S. Department of Commerce Entity List under U.S. Export Administration Regulations (the “EAR”). 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. While most of Teradyne’s products are not subject to the EAR and therefore were not affected by the Entity List restrictions, some of its products are currently manufactured in the U.S. and thus subject to the Entity List restrictions.

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 became 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

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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. Teradyne is taking appropriate actions, including filing for licenses with the U.S. Department of Commerce and working with the U.S. regulators to clarify the scope of the restrictions. However, Teradyne cannot be certain that the actions it takes will mitigate the risks associated with the new export controls that impact its business. It is uncertain the extent these new regulations and any other additional regulations that may be implemented by the U.S. Department of Commerce or other government agency may have on Teradyne’s business and financial results.

On April 28, 2020, the U.S. Department of Commerce published new export control regulations for certain U.S. products and technology sold to military end users or for military end-use in China, Russia and Venezuela. The definition of military end user is broad. The regulations went into effect on June 29, 2020. In December 2020, the U.S. Department of Commerce issued a list of companies in China and other countries that it considered to be military end users. Teradyne does not expect that compliance with the new export controls will significantly impact its ability to sell products to its customers in China or to manufacture products in China. The new export controls, however, could disrupt the Company’s supply chain, increase compliance costs and impact the demand for the Company’s products in China and, thus, have a material adverse impact on Teradyne’s business, financial condition or results of operations. In addition, while the Company maintains an export compliance program, its compliance controls could be circumvented, exposing the Company to legal liabilities. Teradyne continues to assess the potential impact of the new export controls on its business and operations and take appropriate actions, including filing for licenses with the U.S. Department of Commerce, to minimize any disruption. However, Teradyne cannot be certain that the actions it takes will mitigate all the risks associated with the new export controls that may impact its business.

In response to the regulations issued by the U.S. Department of Commerce, the Chinese government has passed new laws that may impact Teradyne’s business activities in China. The Company is assessing the potential impact of these new Chinese laws and monitoring relevant laws and regulations issued by the Chinese government.

The global pandemic of the novel strain of the coronavirus (COVID-19) has resulted in authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders, and shutdowns. These measures have impacted and may further impact Teradyne’s workforce and operations, the operations of its customers, and those of its contract manufacturers and suppliers. The COVID-19 pandemic has adversely impacted the Company’s results of operations, including increased costs company-wide and decreased sales in its industrial automation businesses. The Company cannot accurately estimate the amount of the impact on Teradyne’s 2021 financial results and to its future financial results. The COVID-19 outbreak has significantly increased economic and demand uncertainty in Teradyne’s markets. This uncertainty resulted in a significant decrease in demand for certain Teradyne products and could continue to impact demand for an uncertain period of time. The spread of COVID-19 has caused Teradyne to modify its business practices

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(including employee travel, employees working remotely, and cancellation of physical participation in meetings, events and conferences) and the Company may take further actions as may be required by government authorities or that it determines are in the best interests of its employees, customers, contract manufacturers and suppliers. There is uncertainty that such measures will be sufficient to mitigate the risks posed by the virus, and Teradyne’s ability to perform critical functions could be impacted. The degree to which COVID-19 impacts Teradyne’s results will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and continued surge of the virus, its severity, the actions to contain the virus or the availability and impact of vaccines in countries where the Company does business, and how quickly and to what extent normal economic and operating conditions can resume.

Important factors that could cause actual results, earnings per share, use of cash, dividend payments, repurchases of common stock, or payment of the senior convertible notes to differ materially from those presently expected include: conditions affecting the markets in which Teradyne operates; decreased or delayed product demand from one or more significant customers; development, delivery and acceptance of new products; the ability to grow the Industrial Automation business; increased research and development spending; deterioration of Teradyne’s financial condition; the continued impact of the COVID-19 pandemic and related government responses on the market and demand for Teradyne’s products, on its contract manufacturers and supply chain, and on its workforce; the impact of the global semiconductor supply shortage on our supply chain and contract manufacturers; the consummation and success of any mergers or acquisitions; unexpected cash needs; insufficient cash flow to make required payments and pay the principal amount on the senior convertible notes; the business judgment of the board of directors that a declaration of a dividend or the repurchase of common stock is not in the company’s best interests; additional U.S. tax regulations or IRS guidance; the impact of any tariffs or export controls imposed in the U.S. or China; compliance with trade protection measures or export restrictions; the impact of U.S. Department of Commerce or other government agency regulations relating to Huawei and HiSilicon; and other events, factors and risks disclosed in filings with the SEC, including, but not limited to, the “Risk Factors” sections of Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2021. The forward-looking statements provided by Teradyne in this press release represent management’s views as of the date of this release. Teradyne anticipates that subsequent events and developments may cause management’s views to change. However, while Teradyne may elect to update these forward-looking statements at some point in the future, Teradyne specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Teradyne’s views as of any date subsequent to the date of this release.

TERADYNE, INC. REPORT FOR SECOND FISCAL QUARTER OF 2021

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

		Quarter Ended												Six Months Ended
		July 4, 2021				April 4, 2021				June 28, 2020				July 4, 2021				June 28, 2020
Net revenues		$	1,085,728			$	781,606			$	838,661			$	1,867,334			$	1,543,016
Cost of revenues (exclusive of acquired intangible assets amortization shown separately below) (1)			438,739				319,988				367,188				758,727				665,993
Gross profit			646,989				461,618				471,473				1,108,607				877,023
Operating expenses:
Selling and administrative			140,187				129,797				113,259				269,984				224,647
Engineering and development			110,021				100,402				94,102				210,423				179,261
Acquired intangible assets amortization			5,402				5,536				8,941				10,938				18,832
Restructuring and other (2)			2,507				(7,130	)			37,222				(4,623	)			29,616
Operating expenses			258,117				228,605				253,524				486,722				452,356
Income from operations			388,872				233,013				217,949				621,885				424,667
Interest and other expense (3)			4,846				9,020				658				13,866				10,308
Income before income taxes			384,026				223,993				217,291				608,019				414,359
Income tax provision			55,707				18,481				28,383				74,188				49,261
Net income		$	328,319			$	205,512			$	188,908			$	533,831			$	365,098
Net income per common share:
Basic		$	1.98			$	1.23			$	1.14			$	3.21			$	2.20
Diluted		$	1.76			$	1.09			$	1.05			$	2.85			$	2.02
Weighted average common shares — basic			165,995				166,491				165,789				166,243				166,189
Weighted average common shares — diluted (4)			186,750				187,740				180,257				187,245				180,497
Cash dividend declared per common share		$	0.10			$	0.10			$	0.10			$	0.20			$	0.20
(1)   Cost of revenues includes:		Quarter Ended												Six Months Ended
		July 4, 2021				April 4, 2021				June 28, 2020				July 4, 2021				June 28, 2020
Provision for excess and obsolete inventory		$	798			$	2,827			$	5,580			$	3,625			$	9,637
Sale of previously written down inventory			(428	)			(790	)			(337	)			(1,218	)			(1,414	)
Inventory step-up			—				—				121				—				239
		$	370			$	2,037			$	5,364			$	2,407			$	8,462
(2)   Restructuring and other consists of:		Quarter Ended												Six Months Ended
		July 4, 2021				April 4, 2021				June 28, 2020				July 4, 2021				June 28, 2020
Employee severance		$	436			$	188			$	36			$	624			$	764
Acquisition related expenses and compensation			275				(237	)			3,145				38				4,503
Contingent consideration fair value adjustment			—				(7,227	)			29,259				(7,227	)			19,239
Contract termination settlement fee			—				—				4,000				—				4,000
Other			1,796				146				782				1,942				1,110
		$	2,507			$	(7,130)			$	37,222			$	(4,623)			$	29,616
(3)   Interest and other includes:		Quarter Ended												Six Months Ended
		July 4, 2021				April 4, 2021				June 28, 2020				July 4, 2021				June 28, 2020
Non-cash convertible debt interest		$	3,277			$	3,581			$	3,584			$	6,858			$	7,124
Loss on convertible debt conversions			1,175				4,069				—				5,244				—
Pension actuarial gains			(627	)			—				(99	)			(627	)			(99	)
		$	3,825			$	7,650			$	3,485			$	11,475			$	7,025

 

(4)

Under GAAP, when calculating diluted earnings per share, convertible debt must be assumed to have converted if the effect on EPS would be dilutive. Diluted shares assume the conversion of the convertible debt as the effect would be dilutive. Accordingly, for the quarters ended July 4, 2021, April 4, 2021 and June 28, 2020, 9.6 million, 10.3 million and 7.6 million shares, respectively, have been included in diluted shares. For the six months ended July 4, 2021 and June 28, 2020, 9.9 million and 7.5 million shares, respectively have been included in diluted shares. For the quarters ended July 4, 2021, April 4, 2021, and June 28, 2020, diluted shares also included 10.1 million, 9.4 million and 5.8 million shares, respectively from the convertible note hedge transaction. For the six months ended July 4, 2021, and June 28, 2020, diluted shares included 9.8 million and 5.7 million shares, respectively from the convertible note hedge transaction.

CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)

 

 

		July 4, 2021				December 31, 2020
Assets
Cash and cash equivalents		$	954,441			$	914,121
Marketable securities			282,121				522,280
Accounts receivable, net			868,457				497,506
Inventories, net			226,138				222,189
Prepayments and other current assets			368,315				259,338
Total current assets			2,699,472				2,415,434
Property, plant and equipment, net			395,395				394,800
Operating lease right-of-use assets, net			61,849				54,569
Marketable securities			181,560				117,980
Deferred tax assets			94,438				87,913
Retirement plans assets			17,170				17,468
Other assets			21,320				9,384
Acquired intangible assets, net			88,121				100,939
Goodwill			441,597				453,859
Total assets		$	4,000,922			$	3,652,346
Liabilities
Accounts payable		$	156,103			$	133,663
Accrued employees’ compensation and withholdings			205,717				220,321
Deferred revenue and customer advances			148,882				134,662
Other accrued liabilities			146,484				77,581
Operating lease liabilities			20,539				20,573
Income taxes payable			93,876				80,728
Current debt			213,761				33,343
Total current liabilities			985,362				700,871
Retirement plans liabilities			154,311				151,140
Long-term deferred revenue and customer advances			58,534				58,359
Long-term contingent consideration			—				7,227
Long-term other accrued liabilities			19,387				19,352
Deferred tax liabilities			8,961				10,821
Long-term operating lease liabilities			49,066				42,073
Long-term income taxes payable			67,041				74,930
Debt			143,618				376,768
Total liabilities			1,486,280				1,441,541
Mezzanine equity			21,386				3,787
Shareholders’ equity			2,493,256				2,207,018
Total liabilities, convertible common shares and shareholders’ equity		$	4,000,922			$	3,652,346

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)

 

 

		Quarter Ended								Six Months Ended
		July 4, 2021				June 28, 2020				July 4, 2021				June 28, 2020
Cash flows from operating activities:
Net income		$	328,319			$	188,908			$	533,831			$	365,098
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation			21,938				19,816				45,848				38,305
Stock-based compensation			10,999				10,907				23,231				21,367
Amortization			9,521				12,843				19,343				26,234
Loss on convertible debt conversions			1,175				—				5,244				—
Provision for excess and obsolete inventory			798				5,580				3,625				9,637
Deferred taxes			257				(5,338	)			(800	)			(7,163	)
Gains on investments			(2,159	)			(5,126	)			(4,650	)			(469	)
Retirement plans actuarial gains			(627	)			(99	)			(627	)			(99	)
Contingent consideration fair value adjustment			—				29,259				(7,227	)			19,239
Other			(1	)			19				199				523
Changes in operating assets and liabilities, net of businesses acquired:
Accounts receivable			(285,186	)			(204,261	)			(372,698	)			(331,040	)
Inventories			56,320				(19,546	)			19,908				(3,728	)
Prepayments and other assets			(31,285	)			(9,859	)			(117,416	)			(49,479	)
Accounts payable and other liabilities			97,361				148,901				86,790				113,578
Deferred revenue and customer advances			7,237				29,568				15,189				28,655
Retirement plans contributions			(814	)			(1,239	)			(2,739	)			(2,501	)
Income taxes			(7,569	)			22,564				(2,628	)			37,842
Net cash provided by operating activities			206,284				222,897				244,423				265,999
Cash flows from investing activities:
Purchases of property, plant and equipment			(34,707	)			(47,314	)			(73,957	)			(84,014	)
Purchases of marketable securities			(186,482	)			(112,429	)			(398,086	)			(299,548	)
Proceeds from maturities of marketable securities			265,985				84,527				460,213				182,984
Proceeds from sales of marketable securities			54,819				11,656				116,112				26,661
Purchase of investment and acquisition of businesses, net of cash acquired			(12,000	)			—				(12,000	)			149
Proceeds from life insurance			—				546				—				546
Net cash provided by (used for) investing activities			87,615				(63,014	)			92,282				(173,222	)
Cash flows from financing activities:
Issuance of common stock under stock purchase and stock option plans			15,437				5				32,581				12,757
Repurchase of common stock			(151,396	)			(9,426	)			(196,584	)			(88,465	)
Dividend payments			(16,604	)			(16,580	)			(33,271	)			(33,266	)
Payments of convertible debt principal			(15,553	)			—				(66,828	)			—
Payments related to net settlement of employee stock compensation awards			(1,119	)			(449	)			(31,794	)			(22,519	)
Payments of contingent consideration			—				—				—				(8,852	)
Net cash used for financing activities			(169,235	)			(26,450	)			(295,896	)			(140,345	)
Effects of exchange rate changes on cash and cash equivalents			(1,372	)			(1,496	)			(489	)			(925	)
Increase (decrease) in cash and cash equivalents			123,292				131,937				40,320				(48,493	)
Cash and cash equivalents at beginning of period			831,149				593,494				914,121				773,924
Cash and cash equivalents at end of period		$	954,441			$	725,431			$	954,441			$	725,431

GAAP to Non-GAAP Earnings Reconciliation    

(In millions, except per share amounts)    

 

		Quarter Ended
		July 4, 2021				% of Net Revenues												April 4, 2021				% of Net Revenues												June 28, 2020				% of Net Revenues
Net revenues		$	1,085.7															$	781.6															$	838.7
Gross profit GAAP		$	647.0				59.6	%										$	461.6				59.1	%										$	471.5				56.2	%
Inventory step-up			—				—												—				—												0.1				0.0	%
Gross profit non-GAAP		$	647.0				59.6	%										$	461.6				59.1	%										$	471.6				56.2	%
Income from operations — GAAP		$	388.9				35.8	%										$	233.0				29.8	%										$	217.9				26.0	%
Restructuring and other (1)			2.5				0.2	%											(7.1	)			-0.9	%											37.2				4.4	%
Acquired intangible assets amortization			5.4				0.5	%											5.5				0.7	%											8.9				1.1	%
Inventory step-up			—				—												—				—												0.1				0.0	%
Income from operations — non-GAAP		$	396.8				36.5	%										$	231.4				29.6	%										$	264.1				31.5	%
										Net Income per Common Share																Net Income per Common Share																Net Income per Common Share
		July 4, 2021				% of Net Revenues				Basic				Diluted				April 4, 2021				% of Net Revenues				Basic				Diluted				June 28, 2020				% of Net Revenues				Basic				Diluted
Net income — GAAP		$	328.3				30.2	%		$	1.98			$	1.76			$	205.5				26.3	%		$	1.23			$	1.09			$	188.9				22.5	%		$	1.14			$	1.05
Restructuring and other (1)			2.5				0.2	%			0.02				0.01				(7.1	)			-0.9	%			(0.04	)			(0.04	)			37.2				4.4	%			0.22				0.21
Acquired intangible assets amortization			5.4				0.5	%			0.03				0.03				5.5				0.7	%			0.03				0.03				8.9				1.1	%			0.05				0.05
Loss on convertible debt conversions (2)			1.2				0.1	%			0.01				0.01				4.1				0.5	%			0.02				0.02				—				—				—				—
Interest and other (2)			3.3				0.3	%			0.02				0.02				3.6				0.5	%			0.02				0.02				3.6				0.4	%			0.02				0.02
Pension mark-to-market adjustment (2)			(0.6	)			-0.1	%			(0.00	)			(0.00	)			—				—				—				—				(0.1	)			0.0	%			(0.00	)			(0.00	)
Inventory step-up			—				—				—				—				—				—				—				—				0.1				0.0	%			0.00				0.00
Exclude discrete tax adjustments			(1.1	)			-0.1	%			(0.01	)			(0.01	)			(15.1	)			-1.9	%			(0.09	)			(0.08	)			(1.1	)			-0.1	%			(0.01	)			(0.01	)
Non-GAAP tax adjustments			(1.5	)			-0.1	%			(0.01	)			(0.01	)			(0.3	)			0.0	%			(0.00	)			(0.00	)			(8.3	)			-1.0	%			(0.05	)			(0.05	)
Convertible share adjustment (3)			—				—				—				0.10				—				—				—				0.06				—				—				—				0.06
Net income — non-GAAP		$	337.5				31.1	%		$	2.03			$	1.91			$	196.2				25.1	%		$	1.18			$	1.11			$	229.2				27.3	%		$	1.38			$	1.33
GAAP and non-GAAP weighted average common shares — basic			166.0																166.5																165.8
GAAP weighted average common shares — diluted			186.8																187.7																180.3
Exclude dilutive shares related to convertible note transaction			(9.6	)															(10.3	)															(7.6	)
Non-GAAP weighted average common shares — diluted			177.2																177.4																172.7
(1)    Restructuring and other consists of:
		Quarter Ended
		July 4, 2021																April 4, 2021																June 28, 2020
Employee severance		$	0.4															$	0.2															$	—
Acquisition related expenses and compensation			0.3																(0.2	)															3.1
Contingent consideration fair value adjustment			—																(7.2	)															29.3
Contract termination settlement fee			—																—																4.0
Other			1.8																0.1																0.8
		$	2.5															$	(7.1)															$	37.2

 

(2)

For the quarters ended July 4, 2021, April 4, 2021, and June 28, 2020, Interest and other included non-cash convertible debt interest expense. For the quarters ended July 4, 2021 and April 4, 2021, adjustment to exclude loss on convertible debt conversions. For the quarters ended July 4, 2021 and June 28, 2020, adjustments to exclude actuarial (gain) recognized under GAAP in accordance with Teradyne’s mark-to-market pension accounting.

 

(3)

For the quarters ended July 4, 2021, April 4, 2021, and June 28, 2020, the non-GAAP diluted EPS calculation adds back $0.9 million, $1.2 million, and $1.3 million of convertible debt interest expense to non-GAAP net income, and non-GAAP weighted average diluted common shares include 10.1 million, 9.4 million and 5.8 million shares, respectively, from the convertible note hedge transaction.

		Six Months Ended
		July 4, 2021				% of Net Revenues												June 28, 2020				% of Net Revenues
Net Revenues		$	1,867.3															$	1,543.0
Gross profit GAAP		$	1,108.6				59.4	%										$	877.0				56.8	%
Inventory step-up			—				—												0.2				0.0	%
Gross profit non-GAAP		$	1,108.6				59.4	%										$	877.2				56.9	%
Income from operations — GAAP		$	621.9				33.3	%										$	424.7				27.5	%
Restructuring and other (1)			(4.6	)			-0.2	%											29.6				1.9	%
Acquired intangible assets amortization			10.9				0.6	%											18.8				1.2	%
Inventory step-up			—				—												0.2				0.0	%
Income from operations — non-GAAP		$	628.2				33.6	%										$	473.3				30.7	%
										Net Income per Common Share																Net Income per Common Share
		July 4, 2021				% of Net Revenues				Basic				Diluted				June 28, 2020				% of Net Revenues				Basic				Diluted
Net income — GAAP		$	533.8				28.6	%		$	3.21			$	2.85			$	365.1				23.7	%		$	2.20			$	2.02
Restructuring and other (1)			(4.6	)			-0.2	%			(0.03	)			(0.02	)			29.6				1.9	%			0.18				0.16
Acquired intangible assets amortization			10.9				0.6	%			0.07				0.06				18.8				1.2	%			0.11				0.10
Loss on convertible debt conversions (2)			5.2				0.3	%			0.03				0.03				—				—				—				—
Interest and other (2)			6.9				0.4	%			0.04				0.04				7.1				0.5	%			0.04				0.04
Inventory step-up			—				—				—				—				0.2				0.0	%			0.00				0.00
Pension mark-to-market adjustment (2)			(0.6	)			0.0	%			(0.00	)			(0.00	)			(0.1	)			0.0	%			(0.00	)			(0.00	)
Exclude discrete tax adjustments			(16.3	)			-0.9	%			(0.10	)			(0.09	)			(8.7	)			-0.6	%			(0.05	)			(0.05	)
Non-GAAP tax adjustments			(1.9	)			-0.1	%			(0.01	)			(0.01	)			(10.1	)			-0.7	%			(0.06	)			(0.06	)
Convertible share adjustment (3)			—				—				—				0.16				—				—				—				0.10
Net income — non-GAAP		$	533.4				28.6	%		$	3.21			$	3.02			$	401.9				26.0	%		$	2.42			$	2.34
GAAP and non-GAAP weighted average common shares — basic			166.2																166.2
GAAP weighted average common shares — diluted			187.2																180.5
Exclude dilutive shares from convertible note			(9.9	)															(7.5	)
Non-GAAP weighted average common shares — diluted			177.3																173.0
(1)    Restructuring and other consists of:
		Six Months Ended
		July 4, 2021																June 28, 2020
Contingent consideration fair value adjustment		$	(7.2)															$	19.2
Employee severance			0.6																0.8
Acquisition related expenses and compensation			—																4.5
Contract termination settlement fee			—																4.0
Other			1.9																1.1
		$	(4.6)															$	29.6

 

(2)

For the six months ended July 4, 2021 and June 28, 2020, Interest and other included non-cash convertible debt interest expense. For the six months ended July 4, 2021, adjustment to exclude loss on convertible debt conversions. For the six months ended July 4, 2021 and June 28, 2020, adjustments to exclude actuarial (gain) loss recognized under GAAP in accordance with Teradyne’s mark-to-market pension accounting.

 

(3)

For the six months ended July 4, 2021 and June 28, 2020, the non-GAAP diluted EPS calculation adds back $2.1 million and $2.6 million, respectively of convertible debt interest expense to non-GAAP net income and non-GAAP weighted average diluted common shares include 9.8 million and 5.7 million shares, respectively related to the convertible debt hedge transaction.

GAAP to Non-GAAP Reconciliation of Third Quarter 2021 guidance:

GAAP and non-GAAP third quarter revenue guidance:		$	880 million				to			$	960 million
GAAP net income per diluted share		$	1.17							$	1.41
Exclude acquired intangible assets amortization			0.03								0.03
Exclude non-cash convertible debt interest			0.02								0.02
Tax effect of non-GAAP adjustments			(0.01	)							(0.01	)
Convertible share adjustment			0.08								0.09
Non-GAAP net income per diluted share		$	1.29							$	1.55
For press releases and other information of interest to investors, please visit Teradyne’s homepage at http://www.teradyne.com.
Contact: Teradyne, Inc.
Andy Blanchard 978-370-2425
Vice President of Corporate Relations