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TERTeradyne

Technology · Test & Measurement · Nasdaq
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The 10-K against last year's

131 changes: 35 added, 29 removed, 61 reworded, 6 quiet changes

10-K Feb 19, 2026 vs Feb 20, 2025
Risk FactorsRedline ↓
21.5%
of the text changed · 8,329 words now
42.5%
of the text changed · 6,262 words now

10-K 0001193125-26-059002 (2026-02-19) vs 10-K 0000950170-25-023784 (2025-02-20) Not compared: Legal Proceedings, Accounting Policies.

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 187 words changed in this paragraph; it is 34% similar to last year's version.
In 2018, We cannot predict what further actions may ultimately be taken with respect to tariffs or what products or entities may be subject to such actions, or what reciprocation may be taken by other countries in response to U.S. actions. If we cannot find ways to mitigate the United States Trade Representative imposed potential impacts from these tariffs successfully or in a 25% tariff timely manner, these additional tariffs and policies could have a significant impact on many lists our business and operating results. The actual impact on any new tariffs is subject to a number of products, factors including certain Teradyne products that are made in China the effective date, duration, amount, scope 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 nature of the impact of these tariffs on the import of our impacted products into the United States. As a result, the existing tariffs tariffs. To date, recent tariff changes have not had a material adverse effect on our business, financial condition or results of operations. The operations, however, in the future, the implementation of additional tariffs by the United States or other countries could have a material adverse effect on our business, financial condition or results of operations.

Source: Item 1A, 10-K 0001193125-26-059002 vs Item 1A, 10-K 0000950170-25-023784

MD&A 122 words changed in this paragraph; it is 41% similar to last year's version.
The increase in income before income taxes and equity in net earnings of affiliate in Semiconductor Test was driven primarily by higher tester sales for computing, ADAS, in compute related to artificial intelligence applications and memory applications, in Integrated System Test primarily related to system level testers, partially offset by lower tester sales for legacy automotive application. higher spending in selling and administrative and engineering and development. The decrease in income before income taxes and equity in net earnings of affiliate in Robotics was primarily driven due to lower sales of collaborative robotic arms, partially offset by continued weakness in the Industrial Automation market and softer sales in Universal Robots along with higher selling and administrative costs. lower operating expenses. The decrease change in income before income taxes and equity in All Other net earnings of affiliate in Corporate and Eliminations was driven primarily by a decrease in sales due to the sale of Wireless Test products. the DIS business on May 27, 2024.

Source: Item 7, 10-K 0001193125-26-059002 vs Item 7, 10-K 0000950170-25-023784

Every change, by type

Sentences and paragraphs added, removed or reworded

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.

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
In 2025, we had two customers who specified greater than 10% of our consolidated revenues and one additional customer who directly purchased more than 10% of our consolidated revenues. The two specifying customers drove 12% and 10% of consolidated revenues. The additional direct customer accounted for 19% of consolidated revenues including certain revenues specified by our 10% specifiers.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedRisk Factors
If we were to lose any of our significant customers, if our products fail to meet changes in customers’ demands or if we suffer a material reduction in our customers’ purchase orders, our revenue could decline and our operating results and financial condition could be materially and adversely affected. We would have no or limited contractual recourse if our significant customers decided to stop buying and using our products with limited advance notice to us.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedRisk Factors
Following an acquisition, we may not achieve the revenue or net income levels that justify the acquisition. Acquisitions may also result in one-time charges (such as acquisition-related expenses, write-offs or restructuring charges) or in the future, impairment of goodwill or acquired intangible assets, or adjustments to contingent consideration liabilities that adversely affect our operating results. We review our amortizable intangible assets for impairment at the reporting unit level when events or changes in circumstances indicate the carrying value may not be recoverable and we test goodwill for impairment at least annually. Factors that may be considered in assessing whether goodwill or intangible assets may be impaired include a decline in our stock price or market capitalization, reduced estimates of reporting unit future cash flows and slower growth rates in our industries. We have in the past recorded, and may in the future be required to record, a significant charge in our consolidated financial statements during the period in which any impairment of our goodwill or amortizable intangible assets is determined, negatively affecting our financial position and results of operations. Our valuation methodology for assessing impairment requires management to make judgments and assumptions based on experience and to rely heavily on projections of future operating performance. Because we operate in highly competitive environments, projections of our future operating results and cash flows may vary significantly from our actual results.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedRisk Factors
Additionally, we may fund acquisitions of new businesses, strategic alliances, or joint ventures by utilizing our cash, incurring debt, issuing shares of our common stock, or by other means. We may also face restrictions pursuant to the terms of an acquisition or strategic alliance agreement.

Read it in 10-K 2026-02-19 at sec.gov ↗

Show the other 70
AddedRisk Factors
•legal, tax, accounting or regulatory changes (including changes in import/export regulations and tariffs, such as regulations imposed by the U.S. government restricting exports to China) or changes in the interpretation or enforcement of existing requirements;

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedRisk Factors
•customer demand considerations, including the size and timing of customer orders, customers’ decisions to accelerate, decelerate or delay shipments, customers’ decisions on how to manage their inventory, customers’ rate of replacement of our consumable products or their decisions to delay expansion projects;

Read it in 10-K 2026-02-19 at sec.gov ↗

RemovedRisk Factors
industry cyclicality, including implementing cost control and reduction measures. We cannot predict whether these measures will be sufficient to offset global or market-specific disruptions that might affect our businesses and we may need to take additional or different measures in the future.

Read it in 10-K 2025-02-20 at sec.gov ↗

RemovedRisk Factors
We estimate consolidated revenues driven by Samsung, a customer of our Semiconductor Test and Wireless Test Segments, combining direct sales to that customer with sales to the customer’s OSATs, accounted for 12.5% of our consolidated revenues in 2024.

Read it in 10-K 2025-02-20 at sec.gov ↗

RemovedRisk Factors
The 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.

Read it in 10-K 2025-02-20 at sec.gov ↗

RemovedRisk Factors
In addition, we may incur additional costs, including headcount expenses, in order to maintain or obtain a foreign tax incentive or tax holiday in a particular foreign jurisdiction.

Read it in 10-K 2025-02-20 at sec.gov ↗

RemovedRisk Factors
In January 2014, our Board of Directors initiated a quarterly cash dividend. Since 2014, the Board of Directors has increased our quarterly cash dividend from $0.06 per share to $0.12 per share. Holders of our common stock are only entitled to receive dividends when and if they are declared by our Board of Directors.

Read it in 10-K 2025-02-20 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
Global climate change can result in natural disasters occurring more frequently, with greater intensity and with less predictability. 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. The long-term effects of climate change on the global economy and the semiconductor industry in particular are unclear but could be severe.

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 ↗

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
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 ↗

RewordedRisk Factors
As further described below, we cannot quantify the impact that the export controls and economic sanctions has had on our sales, however, compliance with these laws has not significantly limited our sales over time, but ability to compete in certain regions, and could significantly continue to limit them in the future.

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedRisk Factors
In addition, when our products contain defects or have reliability, quality or safety issues, in the past we have conducted a product recall which has resulted in significant repair or replacement costs and substantial delays in product shipments, which in the future could damage our reputation and could make it more difficult to sell our products.

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedRisk Factors
The tax savings attributable to the Singapore tax holiday for the years ended December 31, 2024, 2025, 2024 and 2023 and 2022 were $21.6 million or $0.14 per diluted share, $17.1 million or $0.10 per diluted share, and $1.4 million or $0.01 per diluted share, and $16.0 million or $0.09 per diluted share, respectively.

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedRisk Factors
These cycles cycles, which can be driven by broad changes to Semiconductor buying patterns, or to specific markets within the Semiconductor industry, have resulted in periods of over-supply; a trend we believe will continue to occur.

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedRisk Factors
While we have declared a quarterly cash dividend on our common stock and authorized a share repurchase program, we We are not required to do either and may reduce or eliminate our cash dividend or share repurchase program in the future.

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedRisk Factors
However, we We cannot be certain that the actions we take will mitigate address all of the risks associated with the export controls that may impact our business. business and our compliance controls could be circumvented, exposing us to legal liabilities.

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedRisk Factors
Although we are evaluating, and where we believe appropriate, incorporating AI tools into our products and operations, our 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.

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedRisk Factors
The amount and frequency of our share repurchases may fluctuate and the reduction or elimination of our cash dividend or our share repurchase program could adversely affect the market price of our common stock. stock or reduce our cash reserves.

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedRisk Factors
While we seek to detect and investigate all security incidents and to prevent their recurrence, attempts Attempts to gain unauthorized access to our information technology networks and systems may be successful, and in some cases, we might be unaware of an incident or its magnitude and effects.

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedRisk Factors
We maintain an Our export compliance program but may not be sufficient to prevent all inadvertent compliance violations and there are risks that the compliance controls could be circumvented, exposing us to legal liabilities.

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedRisk Factors
Strengthening The majority of our Robotics revenue is denominated in foreign currencies, and the strengthening of the U.S. dollar would negatively affect Robotics revenue growth.

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedRisk Factors
Our operations, and those of our customers and suppliers, are subject to disruption for a variety of reasons, including work stoppages, acts of war, war and geopolitical conflict, terrorism, health epidemics, fires, earthquakes, hurricanes, typhoons, volcanic eruptions, energy shortages, telecommunication failures, tsunamis, flooding or other natural disasters. disasters, including as a result of global climate change.

Read it in 10-K 2026-02-19 at sec.gov ↗

Quiet changesRisk Factors
However, we We may also not be fully able to pass additional costs on to our customers, which could have a negative impact on our results of operations and financial condition.

Read it in 10-K 2026-02-19 at sec.gov ↗

Quiet changesRisk Factors
Such Additionally, any such disruption could materially increase our costs and expenses as well as cause delays in, among other things, shipments of products to our customers, our ability to perform services requested by our customers, or the installation and acceptance of our products at customer sites.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedMD&A
•product test (“Product Test”) systems, which includes circuit-board test and inspection systems, wireless test systems photonic integrated circuit (“PIC”) test solutions, and defense and aerospace test instrumentation and systems.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedMD&A
In 2025, our Semiconductor Test segment achieved considerable growth driven by robust demand from Artificial Intelligence (“AI”) applications in networking and with vertically integrated producer (“VIP”) compute solutions. Memory test revenue remained stable despite a smaller overall market, supported by share gains in high bandwidth memory (“HBM”) and DRAM final test applications. The Semiconductor Test segment’s strategic shift toward AI-driven semiconductor testing resulted in AI related customer demand driving the majority of our revenue in the second half of 2025. Looking ahead to 2026, we expect AI related customer demand to continue to represent the bulk of our revenues in the first quarter. Our results reflect our focused investments in AI applications and VIP customers, with benefits from these initiatives materializing throughout 2025 and expected to continue in 2026. In the Product Test Group, we also achieved revenue growth in 2025, bolstered primarily by strength in defense and aerospace applications.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedMD&A
In our Robotics segment, the fourth quarter of 2025 represented the third consecutive quarter of sequential revenue growth. During the year, we aimed at strategic partnerships with original equipment manufacturers, systems integrators, and large enterprise accounts, concentrating on high-growth verticals such as ecommerce, logistics, semiconductor, and electronics. At the same time, we also reduced costs through restructuring activities designed to better position the Robotics organization for future success.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedMD&A
On January 29, 2026, we and MultiLane, a leading high-speed input/output (“I/O”) test and measurement company, announced an agreement to form a joint venture, MultiLane Test Products (“MLTP”). MLTP is being created to serve the growing demand from the AI Data Center equipment market by accelerating the development of test solutions for critical high speed data connections. Under the agreement, MultiLane will contribute all the assets related to its test and measurement business to the joint venture and we will invest approximately $157 million in exchange for 75% ownership of MLTP. This transaction is expected to close in the first half of 2026 and is subject to customary closing conditions.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedMD&A
On May 31, 2025, we acquired privately held Quantifi Photonics (“Quantifi”), a leader in PIC test solutions for a total purchase price of $127.2 million. This acquisition enables the delivery of scalable PIC test solutions and is included in our Product Test segment. Over time, we also intend to leverage the engineering expertise and technology to enhance functionality and create additional differentiation in our Semiconductor Test business, specifically with integration into our UltraFlexplus platform.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedMD&A
On January 31, 2025, we acquired Infineon Technologies AG's (“Infineon”) automated test equipment technology and associated development team (“AET”) based in Regensburg, Germany for a total purchase price of 17.6 million Euros, equivalent to $18.3 million. AET adds resources and expertise to our company and strengthens the relationship between us and this key customer. AET is included in our Semiconductor Test segment.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedMD&A
Goodwill represents the excess of the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired. Goodwill is assessed for impairment at the reporting unit level annually during the fourth quarter of each fiscal year, as of December 31, or more frequently if we believe indicators of impairment exist. Potential impairment is identified by comparing the fair value of a reporting unit to its carrying value, including goodwill. For our annual impairment assessment, we have the option to evaluate qualitative factors such as industry and market conditions, and entity specific financial performance and events, including changes in management, strategy and key customers. If based on our qualitative assessment it is more likely than not that the fair value of the reporting unit is less than its carry amount, we are required to perform quantitative impairment testing. If necessary, an impairment loss is recognized in an amount equal to the excess of the reporting unit’s carrying value over its fair value, up to the amount of goodwill allocated to the reporting unit.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedMD&A
Intangible assets acquired through a business combination typically consist of developed technologies, customer relationships, and trademarks and trade names. Long-lived assets primarily consist of property and equipment and operating lease right-of-use assets. We engage third-party valuation specialists to assist us with the initial measurement of the fair value of acquired intangible assets. We evaluate the recoverability of intangible assets and long-lived assets whenever events and changes in circumstances, such as reductions in demand or significant economic slowdowns, indicate that the carrying amount of an asset may not be fully recoverable. When indicators of impairment are present, the future undiscounted cash flows of the related asset group are compared to its carrying value. If necessary, the net book value of the underlying asset is adjusted to fair value as indicated by the sum of the expected discounted cash flows. Fair values are based on estimates of market prices and assumptions concerning the amount and timing of estimated future cash flows.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedMD&A
The impairment assessment of goodwill, intangible assets and long-lived assets involves critical estimates and assumptions, which may be unpredictable and inherently uncertain. These estimates and assumptions may include projected revenue growth rates, projected earnings before interest, taxes, depreciation, and amortization margins, discount rate, and comparable market multiples, specifically revenue multiples. Any changes in key assumptions could impact the result of the impairment assessment.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedMD&A
We recognize tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The fair value of identifiable intangible assets is based on detailed cash flow valuations that use information and assumptions provided by management, for example, revenue growth rates, customer attrition rates, and discount rate. We allocate any excess purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed to goodwill. The assumptions used in the valuations for our acquisitions may differ materially from actual results depending on performance of the acquired businesses and other factors. While we believe the assumptions used were appropriate, different assumptions in the valuation of assets acquired and liabilities assumed could have a material impact on the timing and extent of impact on our statements of operations. Goodwill is assigned to reporting units as of the date of the related acquisition.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedMD&A
2025 2024 Taiwan 36% 21% China 14 13 Korea 14 25 United States 11 13 Europe 7 9 Malaysia 3 2 Singapore 3 3 Philippines 3 2 Thailand 2 2 Japan 2 6 Rest of the World 4 4 100% 100%

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedMD&A
During the year ended December 31, 2025, we recorded $29.4 million of severance charges, $24.3 million of which is related to the Robotics restructuring which impacted approximately 400 employees, $1.8 million of which was related to Product Test and $1.6 million of which was related to Semiconductor Test. During the year ended December 31, 2025, we made $15.3 million of Robotics severance payments. We expect all Robotics severance payments to be made prior to the end of the third quarter of 2026. Additionally, we recorded $4.9 million of asset impairment expenses and $2.3 million of acquisition and divestiture expenses.

Read it in 10-K 2026-02-19 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 ↗

RewordedMD&A
Financing activities during 2024 used cash of $251.8 million, due to $198.6 2025 included $702.1 million used for the repurchase of 1.7 million shares of common stock at an average price of $114.63 per share, $76.4 stock, $76.3 million used for dividend payments, and $14.1 $15.7 million used for payments related to net settlement of employee stock compensation awards, partially offset by $37.3 net proceeds from borrowings on revolving credit facility of $200.0 million and $31.9 million from the issuance of common stock under employee stock purchase and stock option plans.

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedMD&A
The costs we incurred in complying with applicable trade regulations for the year ended December 31, 2024 2025 were not material, and we do not currently expect the cost of complying however, compliance with existing trade these laws and regulations has limited our ability to have a material adverse effect on our capital expenditures or earnings or on our competitive position compete in any one year. certain regions.

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RewordedMD&A
Cash decreased primarily due to investments in businesses for $532.1 million, stock repurchases in the amount of $198.6 million, $702.1 million and quarterly cash dividend payments acquisitions of businesses in the amount of $76.4 $144.4 million, partially offset by proceeds from the sale of business and operating cash generated by our global operations. proceeds.

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RewordedMD&A
In January 2024, May 2024, August 2024 and November 2024, 2026, our Board of Directors declared a quarterly cash dividend of $0.12 $0.13 per share. share to be paid on March 13, 2026 to shareholders of record as of February 13, 2026.

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RewordedMD&A
This was Changes in operating assets and liabilities, net of businesses acquired used $72.5 million due to a $75.5 $340.6 million decrease increase in operating assets and a $51.6 $268.1 million decrease increase in operating liabilities.

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RewordedMD&A
Our Robotics products include robotics product offerings consist primarily of collaborative robotic arms and autonomous mobile robots (“AMRs”) used by global manufacturing, logistics and industrial customers to improve quality, quality and increase manufacturing and material handling efficiency and decrease manufacturing and logistics efficiency, while reducing costs.

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RewordedMD&A
Financing activities during 2024 used cash of $251.8 million, due to included $198.6 million used for the repurchase of 1.7 million shares of common stock at an average price of $114.63 per share, stock, $76.4 million used for dividend payments, and $14.1 million used for payments related to net settlement of employee stock compensation awards, partially offset by $37.3 million from the issuance of common stock under employee stock purchase and stock option plans.

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RewordedMD&A
“Stock-Based Compensation” in Notes to Consolidated Financial Statements, we have a 2006 as well as our Equity and Cash Compensation Incentive Plan (the “2006 Equity Plan”) under which equity securities are authorized for issuance. “Equity Plan”).

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RewordedMD&A
The tax savings attributable to the Singapore tax holiday for the years ended December 31, 2025, and 2024 were $21.6 million or $0.14 per diluted share and 2023 were $17.1 million or $0.10 per diluted share and $1.4 million or $0.01 per diluted share, respectively.

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RewordedMD&A
Interest income (0.5) (0.9) (1.0) Interest expense 0.1 0.2 0.1 Other (income) expense, net 0.2 (0.0) 0.2 Income before income taxes and equity in net earnings of affiliate 20.5 21.6 19.6 Income tax provision 2.5 2.1 2.9 Income before equity in net earnings of affiliate 18.0 19.5 16.8 Equity in net earnings of affiliate (0.6) (0.3) 0.0 Net income 17.4% 19.2% 16.8%

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Quiet changesMD&A
A few customers drive significant sizable demand for our products offerings both through direct sales and sales to the customer’s supply partners.

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Quiet changesMD&A
We expect that sales of our test products will continue to be concentrated with a limited number of significant major customers for the foreseeable future.

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Quiet changesMD&A
Of the $18.9 million of total excess and obsolete provisions, $13.6 million was related to Semiconductor Test, $2.3 million was related to Robotics, and $3.1 million was related to All Other. Product Test.

Read it in 10-K 2026-02-19 at sec.gov ↗

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