Sentences and paragraphs of TER's Risk Factors and MD&A, 10-K 2026-02-19 against 10-K 2025-02-20.
Each links to the text at sec.gov.
RemovedRisk Factors
In January 2021, our Board of Directors approved a $2.0 billion share repurchase program. In 2022 and 2021, we repurchased $752.1 million, and $600.0 million, respectively of common stock. In January 2023, our Board of Directors cancelled the 2021 repurchase program and approved a new $2.0 billion share repurchase program. In 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 $400 million in 2025. Under the share repurchase program, we may repurchase outstanding shares of our common stock from time to time in the open market and through privately negotiated transactions. Unless terminated earlier by resolution of our Board of Directors, the repurchase program will expire when we have repurchased all shares authorized for repurchase under the share repurchase program.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedRisk Factors
In 2018, the United States Trade Representative imposed a 25% tariff on many lists of products, including certain Teradyne products that are made in China and imported into the United States. 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. As a result, the existing tariffs have not had a material adverse effect on our business, financial condition or results of operations. The implementation of additional tariffs by the United States could have a material adverse effect on our business, financial condition or results of operations.
Read it in 10-K 2025-02-20 at sec.gov ↗
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RemovedRisk Factors
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
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedRisk Factors
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.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedRisk Factors
Provisions of our charter and by-laws and Massachusetts law may make a takeover of Teradyne more difficult.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedRisk Factors
There are provisions in our basic corporate documents and under Massachusetts law that could discourage, delay or prevent a change in control, even if a change in control may be regarded as beneficial to some or all of our stockholders.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
•defense/aerospace (“Defense/Aerospace”) test instrumentation and systems, circuit-board test and inspection (“Production Board Test”) systems, and wireless test systems (referred collectively as "All Other").
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
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.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
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.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
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.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
The global supply shortage of electrical components, including semiconductor chips, impacted our supply chain in the first half of 2023. In the second half of 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 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. 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 2025.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
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.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
We assess goodwill for impairment at least annually in the fourth quarter, as of December 31, on a reporting unit basis, or more frequently, when events and circumstances occur indicating that the recorded goodwill may be impaired. We review intangible and long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. Impairment of intangible and long-lived assets would result in the asset being written down to its estimated fair value. The calculated fair value of a reporting unit or intangible or long-lived asset is dependent upon discounted cash flow (“DCF”) models, discount rates, and market multiples. DCF models rely on our forecasted mid-term plans which are subjective based on customer or market conditions and can change materially. We utilize third party specialists when determining discount rates and selected market multiples. A change in any of these key assumptions could result in a reporting unit, intangible asset, or long-lived asset being impaired in a future period.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
We adopted Accounting Standards Update (“ASU”) ASU 2020-06 – “Debt—Debt with Conversion and Other Options and Derivatives and Hedging—Contracts in Entity’s Own Equity,” on January 1, 2022 using the modified retrospective method of adoption. 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. Unsettled shares are recorded in current debt, and there is no recognition of a debt discount, which was previously amortized to interest expense. Settled shares reduce the outstanding debt balance in an amount equal to the cash paid, but do not result in any gain or loss on extinguishment. We use the if-converted method in the diluted EPS calculation for convertible instruments.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
Other (income) expense, net decreased by $6.8 million primarily due to $9.8 million loss on our call option in connection with our agreement to acquire a 10% investment in Technoprobe S.p.A, partially offset by the change in pension actuarial gains/losses, from a $2.7 million loss in 2023 to a $4.4 million gain in 2024.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
The increase in income before income taxes in Semiconductor Test was driven primarily by higher tester sales for computing, ADAS, and memory applications, partially offset by lower tester sales for legacy automotive application. The decrease in income before income taxes in Robotics was primarily driven by continued weakness in the Industrial Automation market and softer sales in Universal Robots along with higher selling and administrative costs. The decrease in income before income taxes in All Other was driven primarily by a decrease in sales of Wireless Test products.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
Income tax expense for 2024 and 2023 totaled $59.5 million and $76.8 million, respectively. The effective tax rate for 2024 and 2023 was 9.8% and 14.6%, respectively.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
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 the 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.
Read it in 10-K 2025-02-20 at sec.gov ↗
