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<SEC-DOCUMENT>0000912057-02-025736.txt : 20020628
<SEC-HEADER>0000912057-02-025736.hdr.sgml : 20020628
<ACCEPTANCE-DATETIME>20020628123023
ACCESSION NUMBER:		0000912057-02-025736
CONFORMED SUBMISSION TYPE:	10-K/A
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20011231
FILED AS OF DATE:		20020628

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TERADYNE INC
		CENTRAL INDEX KEY:			0000097210
		STANDARD INDUSTRIAL CLASSIFICATION:	INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825]
		IRS NUMBER:				042272148
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-K/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-06462
		FILM NUMBER:		02690709

	BUSINESS ADDRESS:	
		STREET 1:		321 HARRISON AVE
		STREET 2:		MAIL STOP H93
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02118
		BUSINESS PHONE:		6174822700

	MAIL ADDRESS:	
		STREET 1:		321 HARRISON AVENUE
		STREET 2:		H93
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02118
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K/A
<SEQUENCE>1
<FILENAME>a2083275z10-ka.txt
<DESCRIPTION>FORM 10-K/A
<TEXT>
<Page>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

(Mark One)

[ X ]    Annual Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the fiscal year ended December 31, 2001.

[   ]    Transition Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the transition period from
         ____________________________ to ___________________________.


                           Commission File No.: 1-6462


                                 TERADYNE, INC.
                              (Name of Registrant)

<Table>
<S>                                                  <C>
             MASSACHUSETTS                                       04-2272148
(State or other jurisdiction of Incorporation)       (I.R.S. Employer Identification No.)


     321 HARRISON AVENUE
    BOSTON, MASSACHUSETTS                                          02118
(Address of Principal Executive Offices)                         (Zip Code)
</Table>

         Registrant's telephone number, including area code: (617) 482-2700

           Securities Registered Pursuant to Section 12(b) of the Act:

        Title of each class            Name of each exchange on which registered
        -------------------            -----------------------------------------
          Common Stock,
    par value $0.125 per share                New York Stock Exchange

   Common Stock Purchase Rights               New York Stock Exchange

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. [X] Yes [ ] No

     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [X]

     The aggregate market value of shares of Common Stock held by
non-affiliates of the registrant as of February 24, 2002 was $5.4 billion
based upon the composite closing price of the registrant's Common Stock on
the New York Stock Exchange on that date.

     The number of shares outstanding of the registrant's only class of
Common Stock as of February 24, 2002 was 182,358,506 shares.

                     DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the registrant's proxy statement in connection with its 2002
annual meeting of shareholders are incorporated by reference into Part III.
<Page>

REQUIRED INFORMATION

In accordance with General Instruction F of Form 10-K and Rule 15d-21 of the
Securities Act of 1934, as amended, Teradyne, Inc. is filing this first
amendment to its Annual Report on Form 10-K filed on March 29, 2002 to include
as exhibits the financial statements and schedule of the GenRad Choice
Investment Plan. Such financial statements and schedule have been prepared in
accordance with the financial reporting requirements of ERISA and examined by an
independent accountant on a full scope basis.

Full title of the plan and the address of the plan, if different from that of
the issuer named below:

                           GenRad Choice Investment Plan

Name of issuer of the securities held pursuant to the plan and the address of
its principal executive offices:

                           Teradyne, Inc.
                           321 Harrison Avenue
                           Boston, Massachusetts 02118

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

         (a) 1.   Financial Statements

         The following consolidated financial statements are included in Item 8:

            Report of Independent Accountants.

            Balance Sheets as of December 31, 2001 and 2000.

            Statements of Operations for the years ended December 31, 2001, 2000
            and 1999.

            Statements of Shareholders' Equity for the years ended December 31,
            2001, 2000 and 1999.

            Statements of Cash Flows for the years ended December 31, 2001, 2000
            and 1999.

         (a) 2.   Financial Statement Schedules

         The following consolidated financial statement schedule is included in
Item 14(d):

            Schedule II - - Valuation and Qualifying Accounts

           Schedules other than those listed above have been omitted because
         they are either not required or information is otherwise included.

         (a) 3.   Listing of Exhibits

           The Exhibits which are filed with this report or which are
         incorporated by reference herein are set forth in the Exhibit Index.


                                      -2-
<Page>

         (b)      Reports on Form 8-K

            A Current Report on Form 8-K dated October 18, 2001, was filed with
         the Securities and Exchange Commission on October 18, 2001 relating to
         (i) Teradyne's third quarter financial results and its interim
         financial statements and (ii) two legal complaints filed against
         Teradyne.

            A Current Report on Form 8-K dated October 19, 2001, was filed with
         the Securities and Exchange Commission on October 19, 2001 relating to
         (i) Teradyne's intent to offer Convertible Senior Notes due 2006 in a
         private placement and (ii) the pricing terms of the offering.

            A Current Report on Form 8-K dated October 24, 2001, was filed with
         the Securities and Exchange Commission on October 24, 2001 relating to
         Teradyne's completion of its offering of Convertible Senior Notes due
         2006 in a private placement.

Item 14(d)        Financial Statement Schedules

                                 TERADYNE, INC.

                Schedule II - - VALUATION AND QUALIFYING ACCOUNTS

<Table>
<Caption>
                  Column A                       Column B                Column C                Column D      Column E
                  --------                       --------                --------                --------      --------
                                                                         Additions
                                                                         ---------
                                                   Balance at     Charged to      Charged to                   Balance at
                                                  Beginning of     Cost and         Other                        End of
                Description                         Period         Expenses        Accounts      Deductions      Period
                -----------                         ------         --------        --------      ----------    ----------

<S>                                                 <C>             <C>              <C>           <C>          <C>
Valuation reserve deducted in the balance
  sheet from the asset to which it applies:

Accounts Receivable:

2001 Allowance for doubtful accounts..........      $5,176          $1,192           $- -          $ 74         $6,294
                                                    ======          ======           ====          ====         ======
2000 Allowance for doubtful accounts..........      $4,410          $1,337           $- -          $571         $5,176
                                                    ======          ======           ====          ====         ======
1999 Allowance for doubtful accounts..........      $2,395          $1,407           $804          $196         $4,410
                                                    ======          ======           ====          ====         ======
</Table>


                                      -3-
<Page>

                                  EXHIBIT INDEX

   The following designated exhibits are, as indicated below, either filed
herewith or have heretofore been filed with the Securities and Exchange
Commission and are referred to and incorporated by reference to such filings.

<Table>
<Caption>
Exhibit
  No.                          Description                                     Sec Document Reference
  ---                          -----------                                     ----------------------
 <S>   <C>                                                     <C>
  3.1  Restated Articles of Organization of the Company,       Exhibit 3.01 to the Company's Quarterly Report on
         as amended                                              Form 10-Q for the quarter ended July 2, 2000.

  3.2  Amended and Restated Bylaws of the Company              Exhibit 3.3 to the Company's Annual Report on Form
                                                                 10-K for the fiscal year ended December 31, 1996.

  4.1  Rights Agreement between the Company and Fleet          Exhibit 4.1 to the Company's Form 8-K filed November 20, 2000.
         National Bank dated as of November 17, 2000

  4.2  Indenture by and between the Company and State          Exhibit 4.4 to the Company's Registration Statement
         Street Bank and Trust Company as Trustee dated          on Form S-3 (Registration Statement No.
         as of October 24, 2001, including the form of           333-75632).
         Note

  4.3  Form of Note                                            Included in Exhibit 4.4 to the Company's Registration Statement
                                                                 on Form S-3 (Registration Statement No. 333-75632).

  4.4  Registration Rights Agreement by and between the        Exhibit 4.6 to the Company's Registration Statement
         Company and Goldman, Sachs & Co. and Banc of            on Form S-3 (Registration Statement No. 333-75632).
         America Securities LLC dated as of October 24,
         2001

 10.1  Teradyne, Inc. Supplemental Executive Retirement        Exhibit 10.4 to the Company's Annual Report on Form
         Plan*                                                   10-K for the fiscal year ended December 31, 1997.

 10.2  1991 Employee Stock Option Plan, as amended*            Exhibit 4.2 to the Company's Registration Statement
                                                                 on Form S-8 (Registration Statement No. 333-07177)

 10.3  Amendment to 1991 Stock Plan dated March 9, 2001*       Exhibit 10.3 to the Company's Annual Report on Form
                                                                 10-K for the fiscal year ended December 31, 2000.

 10.4  Megatest Corporation 1990 Stock Option Plan*            Exhibit 4.1 to the Company's Registration Statement
                                                                 on Form S-8 (Registration Statement No. 333-64683)

 10.5  Megatest Corporation Director Stock Option Plan*        Exhibit 4.2 to the Company's Registration Statement
                                                                 on Form S-8 (Registration Statement No. 333-64683)

 10.6  1996 Employee Stock Purchase Plan, as amended*          Exhibit 10.6 to the Company's Annual Report on Form
                                                                 10-K for the fiscal year ended December 31, 2001.

 10.7  Master Lease Agreement between Megatest and             Exhibit 10.10 to the Company's Annual Report on
         General Electric Capital Corporation dated              Form 10-K for the fiscal year ended December 31, 1995.
         August 10, 1995


                                      -4-
<Page>

 10.8  Loan and Security Agreement between Megatest and        Exhibit 10.11 to the Company's Annual Report on
         the CIT Group/Equipment Financing, Inc. dated           Form 10-K for the fiscal year ended December 31, 1995.
         August 14, 1995

 10.9  Deed of Trust, Financing Statement, Security            Exhibit 10.12 to the Company's Annual Report on
         Agreement and Fixture Filing between Megatest           Form 10-K for the fiscal year ended December 31,
         and the Sun Life Assurance Company of Canada            1995.
         (U.S.) dated August 25, 1995

 10.10 1997 Employee Stock Option Plan, as amended*            Exhibit 10.01 to the Company's Quarterly Report on
                                                                 Form 10-Q for the quarter ended July 1, 2001.

 10.11 1996 Non-Employee Director Stock Option Plan, as        Exhibit 10.11 to the Company's Annual Report on
         amended*                                                Form 10-K for the fiscal year ended December 31, 2001.

 10.12 GenRad, Inc. 1991 Equity Incentive Plan*                Exhibit 4.4 to the Company's Registration Statement
                                                                 on Form S-8 (Registration Statement No. 333-73700).

 10.13 GenRad, Inc. 1991 Directors' Stock Option Plan*         Exhibit 4.5 to the Company's Registration Statement
                                                                 on Form S-8 (Registration Statement No. 333-73700).

 10.14 GenRad, Inc. 1997 Non-Qualified Employee Stock          Exhibit 4.6 to the Company's Registration Statement
         Option Plan*                                            on Form S-8 (Registration Statement No. 333-73700).

 10.15 GenRad, Inc. Non-Statutory Stock Option Agreement       Exhibit 4.7 to the Company's Registration Statement
         by and between Robert M. Dutkowsky and GenRad,          on Form S-8 (Registration Statement No. 333-73700).
         Inc.*

 10.16 Change in Control Agreement dated October 19, 2001      Exhibit 10.16 to the Company's Annual Report on
         between the Company and Executive Officer*              Form 10-K for the fiscal year ended December 31, 2001.

 10.17 Change in Control Agreement dated October 19, 2001      Exhibit 10.17 to the Company's Annual Report on
         between the Company and Executive Officer*              Form 10-K for the fiscal year ended December 31, 2001.

 10.18 Change in Control Agreement dated October 19, 2001      Exhibit 10.18 to the Company's Annual Report on
         between the Company and Executive Officer*              Form 10-K for the fiscal year ended December 31, 2001.

 10.19 Change in Control Agreement dated March 19, 2002        Exhibit 10.19 to the Company's Annual Report on
         between the Company and Executive Officer*              Form 10-K for the fiscal year ended December 31, 2001.

 10.20 Change in Control Agreement dated October 19, 2001      Exhibit 10.20 to the Company's Annual Report on
         between the Company and Executive Officer*              Form 10-K for the fiscal year ended December 31, 2001.

 10.21 Change in Control Agreement dated October 2, 2001       Exhibit 10.21 to the Company's Annual Report on
         between the Company and Executive Officer*              Form 10-K for the fiscal year ended December 31, 2001.

 10.22 Change in Control Agreement dated October 19, 2001      Exhibit 10.22 to the Company's Annual Report on
         between the Company and Executive Officer*              Form 10-K for the fiscal year ended December 31, 2001.


                                      -5-
<Page>

 10.23 Change in Control Agreement dated October 19, 2001      Exhibit 10.23 to the Company's Annual Report on
         between the Company and Executive Officer*              Form 10-K for the fiscal year ended December 31, 2001.

 10.24 Change in Control Agreement dated October 19, 2001      Exhibit 10.24 to the Company's Annual Report on
         between the Company and Executive Officer*              Form 10-K for the fiscal year ended December 31, 2001.

 10.25 Promissory Note dated December 19, 2001 between         Exhibit 10.25 to the Company's Annual Report on
         the Company, as borrower, and General Electric          Form 10-K for the fiscal year ended December 31, 2001.
         Capital Business Asset Funding Corporation, as
         lender

 10.26 Form of Commercial Deed of Trust, Security              Exhibit 10.26 to the Company's Annual Report on
         Agreement, Assignment of Leases and Rents,              and Form 10-K for the fiscal year ended December 31, 2001.
         Fixture Filing Agreement dated December 19, 2001
         between the Company, as borrower, and General
         Electric Capital Business Asset Funding
         Corporation, as lender

 10.27 Form of Assignment of Rents and Leases Agreement        Exhibit 10.27 to the Company's Annual Report on
         dated December 19, 2001 between the Company, as         Form 10-K for the fiscal year ended December 31, 2001.
         borrower, and General Electric Capital Business
         Asset Funding Corporation, as lender

 10.28 Form of Certificate and Indemnity Agreement             Exhibit 10.28 to the Company's Annual Report on
         regarding Hazardous Substances dated December           Form 10-K for the fiscal year ended December 31, 2001.
         19, 2001 between the Company, as borrower, and
         General Electric Capital Business Asset Funding
         corporation, as lender

 10.29 Lease Agreements dated July 26, 1996 between            Exhibit 10 to GenRad, Inc.'s Quarterly Report on
         GenRad, Inc. and Michelson Farm-Westford                Form 10-Q for the quarter ended June 29, 1996
         Technology Park Trust                                   (Commission File No. 1-8045).

 12.1  Statement regarding computation of Ration of            Exhibit 12.1 to the Company's Annual Report on Form
         Earnings to Fixed Charges                               10-K for the fiscal year ended December 31, 2001.

 21.1  Subsidiaries of the Company                             Exhibit 21.1 to the Company's Annual Report on Form 10-K
                                                                 for the fiscal year ended December 31, 2001.

 23.1  Consent of PricewaterhouseCoopers LLP                   Exhibit 23.1 to the Company's Annual Report on Form 10-K
                                                                 for the fiscal year ended December 31, 2001.

 99.1  Financial Statements of the GenRad Choice
         Investment Plan as of and for the years ended
         December 31, 2001 and 2000 and Additional
         Information Required for Form 5500 for the year       Filed herewith.
         ended December 31, 2001
</Table>

- ------------------------
* Indicates management contracts or compensatory plans.


                                      -6-
<Page>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this first amendment to its annual
report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized, on this the 28th day of June, 2002.

                                            TERADYNE, INC.


                                            By: /s/ Gregory R. Beecher
                                                -----------------------
                                                Gregory R. Beecher
                                                Vice President and
                                                Chief Financial Officer



                                      -7-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>a2083275zex-99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<Page>


                                                                    Exhibit 99.1

GENRAD CHOICE INVESTMENT PLAN


Financial Statements as of and for the
years ended December 31, 2001 and 2000

Additional Information Required for Form 5500
for the year ended December 31, 2001
<Page>

GENRAD CHOICE INVESTMENT PLAN

Table of Contents
- --------------------------------------------------------------------------------

<Table>
<Caption>
                                                                     Page Number
                                                                     -----------

<S>                                                                     <C>
REPORT OF INDEPENDENT ACCOUNTANTS                                         1

BASIC FINANCIAL STATEMENTS

      Statements of Net Assets Available for Benefits                     2

      Statements of Changes in Net Assets Available for Benefits          3

      Notes to Financial Statements                                     4 - 7

ADDITIONAL INFORMATION *

      Schedule I -     Schedule of Assets (Held at End of Year)           8
</Table>

* Other supplemental schedules required by Section 2520.103-10 of the Department
  of Labor Rules and Regulations for Reporting and Disclosure under ERISA have
  been omitted because they are not applicable.
<Page>

                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Participants and Administrator of the
GenRad Choice Investment Plan

In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the GenRad Choice Investment Plan (the "Plan") at December 31, 2001 and 2000,
and the changes in net assets available for benefits for the years then ended in
conformity with accounting principles generally accepted in the United States of
America. These financial statements are the responsibility of the Plan's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. This
supplemental schedule is the responsibility of the Plan's management. The
supplemental schedule has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.

As discussed in Notes 1 and 7 to the financial statements, the Board of
Directors of Teradyne, Inc. voted on November 15, 2001 to merge the Plan into
the Teradyne, Inc. Savings Plan.



PricewaterhouseCoopers LLP

June 26, 2002
Boston, Massachusetts
<Page>

GENRAD CHOICE INVESTMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
- --------------------------------------------------------------------------------

<Table>
<Caption>
                                                              As of December 31,
                                                            2001            2000
                                                         ---------------------------
<S>                                                      <C>             <C>
ASSETS
Investments, at fair value
Registered investment companies:
      Vanguard International Growth Fund                 $ 1,601,563     $ 2,107,508
      Vanguard LifeStrategy Conservative Growth Fund         351,867         454,415
      Vanguard LifeStrategy Growth Fund                    3,428,130       4,119,349*
      Vanguard LifeStrategy Income Fund                      102,697         123,471
      Vanguard LifeStrategy Moderate Growth Fund           1,986,215       1,952,242
      Vanguard Prime Money Market Fund                     9,371,215      10,298,237*
      Vanguard PRIMECAP Fund                              10,989,927      13,480,531*
      Vanguard Total Bond Market Index Fund                3,419,964       2,681,620
      Vanguard Wellington Fund                            11,776,537      12,340,557*
      Vanguard Windsor II Fund                            14,359,585      15,349,756*
                                                         -----------     -----------
                                                          57,387,700      62,907,686

Teradyne Common Stock Fund                                 1,170,072              --
GenRad Common Stock Fund                                          --       2,492,122
Participant Loans                                            674,874       1,077,955
                                                         -----------     -----------

          Total Assets                                    59,232,646      66,477,763
                                                         -----------     -----------

LIABILITIES
      Transfer payables (Note 7)                          59,232,646              --
                                                         -----------     -----------

              Total Liabilities                           59,232,646              --
                                                         -----------     -----------

                                                         -----------     -----------
NET ASSETS AVAILABLE FOR BENEFITS                        $        --     $66,477,763
                                                         ===========     ===========
</Table>


* Represents 5% or more of net assets available for benefits.


The accompanying notes are an integral part of the financial statements.


                                      -2-
<Page>

GENRAD CHOICE INVESTMENT PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
- --------------------------------------------------------------------------------

<Table>
<Caption>
                                                            Year Ended December 31,
                                                          2001               2000
                                                       ------------------------------

<S>                                                    <C>               <C>
ADDITIONS
Investment income:
     Interest and dividend income, investments         $  2,274,491      $  4,050,793
     Interest income, participant loans                      75,648            75,292
     Net depreciation in fair value of investments       (5,746,011)       (1,560,058)
                                                       ------------      ------------
                                                         (3,395,872)        2,566,027
                                                       ------------      ------------
Contributions:
     Employer                                             1,068,493         1,921,353
     Participant                                          4,469,385         5,293,589
                                                       ------------      ------------
                                                          5,537,878         7,214,942
                                                       ------------      ------------

Asset transfers in                                            1,441         3,394,948
                                                       ------------      ------------
        TOTAL ADDITIONS                                   2,143,447        13,175,917
                                                       ------------      ------------

DEDUCTIONS
Payment of benefits                                       9,362,753         5,816,076
Asset tranfers out (Note 7)                              59,232,646                --
Administrative expenses                                      25,811            23,772
                                                       ------------      ------------
        Total deductions                                 68,621,210         5,839,848
                                                       ------------      ------------

NET (DECREASE) INCREASE                                 (66,477,763)        7,336,069

Net assets available for plan benefits:
     Beginning of period                                 66,477,763        59,141,694
                                                       ------------      ------------
     End of period                                     $         --      $ 66,477,763
                                                       ============      ============
</Table>


The accompanying notes are an integral part of the financial statements.


                                      -3-
<Page>

GENRAD CHOICE INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

NOTE 1 - DESCRIPTION OF PLAN

As more fully described in Note 7, the GenRad Choice Investment Plan (the
"Plan") ceased to exist as of December 31, 2001 and effective January 1, 2002
was merged into the Teradyne, Inc. Savings Plan (the "Teradyne Plan"). The
following description of the Plan provides only general information that is
applicable through December 31, 2001. Participants should refer to the Plan
Agreement for a more complete description of the Plan's provisions.

GENERAL

The Plan is a defined contribution plan covering all full-time employees of
GenRad, Inc. (the "Company") who have at least one month of service with the
Company or any of its subsidiaries. The Plan was established on December 31,
1943 and has been amended from time to time. It is subject to the provisions of
the Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan is
administered by an administrative committee appointed by the Company.

As a result of acquisitions by the Company, the SRT Savings, Profit-Sharing and
Retirement Plan and the Nicolet Instrument Corporation Retirement Savings Plan
were merged with and into the Plan effective March 24, 2000.

On April 23, 2001, the Company sold its North American Test Technology
Associates division.

On October 26, 2001, Teradyne, Inc. acquired the Company.

CONTRIBUTIONS

Participants may contribute up to 15% of their annual compensation to the extent
that the contributions comply with Internal Revenue Code ("IRC") limitations.
These contributions are not subject to federal income taxes until withdrawn, in
accordance with Section 401(k) of the IRC. The Company matches 50% of employee
contributions, up to a maximum of 10% of compensation paid. The Plan also
includes a profit-sharing component, whereby the Company may make a contribution
from its consolidated current or accumulated earnings in an amount determined by
the Board of Directors on or before the last day of the Company's fiscal year.
No profit-sharing contributions were made during 2001 or 2000.

PARTICIPANT ACCOUNTS

A separate account is maintained for each investment option of a participant by
type of contribution. Each participant's account is credited with the
participant's contribution and allocations of (a) the Company's contributions
and, (b) Plan earnings, and charged with an allocation of administrative
expenses. Plan earnings are allocated and credited to the account daily based on
the adjusted balance of each participant's account. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's vested account. Administrative expenses are charged to each
participant's account on a quarterly basis totaling $20 annually.

VESTING

Participants who were employees of the Company on or prior to December 31, 1995
are fully vested in all Company and employee voluntary contributions plus actual
earnings thereon upon entering the Plan. Participants who became employees
subsequent to December 31, 1995 are fully vested in all employee contributions
and earnings thereon upon entering the Plan. Company contributions and related
earnings for these participants, however, vest at a rate of 25% per year of
service.


                                      -4-
<Page>

GENRAD CHOICE INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

PARTICIPANT LOANS

Participants may borrow from their fund accounts a minimum of $500 up to a
maximum equal to the lesser of $50,000 or 50% of their account balance. Loan
terms can be no longer than five years or up to fifteen years for the purchase
of a primary residence. The loans are collateralized by the balance in the
participant's account and bear interest at a rate commensurate with the prime
rate plus 1% at the date the loan is issued. Interest rates for participant
loans outstanding at December 31, 2001 ranged from 6.00% to 9.75% percent.
Principal and interest is paid ratably through monthly payroll deductions.

PAYMENT OF BENEFITS

In case of a normal retirement, retirement due to permanent disability or
termination of employment, participants may elect to receive the value of their
vested account balance in a lump sum, in accordance with the provisions of the
Plan. In the event that a participant dies before retirement, the beneficiary
will receive the value of the participant's vested account balance in a lump-sum
distribution, less the value of outstanding loans made to the participant.
Participants qualifying for a hardship withdrawal may receive all or a portion
of their contributions, plus investment return earned thereon, but not more than
the amount necessary to meet the financial hardship.

FORFEITED ACCOUNTS

Forfeitures of non-vested employer contributions by terminated participants may
be used to reduce employer matching contributions. Forfeitures of $825,231 and
$0 were used to offset Company contributions during the years ended December 31,
2001 and 2000, respectively. Forfeited non-vested accounts totaled $20,437 and
$301,753 at December 31, 2001 and 2000, respectively.

PLAN TERMINATION

Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES

The following accounting policies, which conform to accounting principles
generally accepted in the United States of America, have been used consistently
in the preparation of the Plan's financial statements:

BASIS OF ACCOUNTING

The financial statements of the Plan are prepared under the accrual method of
accounting.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and changes therein, and disclosure of contingent assets and
liabilities. Actual results could differ from those estimates.

INVESTMENT VALUATION AND INCOME RECOGNITION

The Plan's investments are stated at fair value. Shares of registered investment
companies are valued at quoted market prices, which represent the net asset
value of shares held by the Plan at year-end. The Company stock fund is valued
at its year-end unit closing price (comprised of common stock at year-end


                                      -5-
<Page>

GENRAD CHOICE INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

market price plus uninvested cash position). Participant loans are valued at
cost which approximates fair value.

Purchases and sales of investments are recorded on a trade-date basis. Interest
income is accrued when earned. Dividend income is recorded on the ex-dividend
date. Capital gain distributions are included in dividend income.

PAYMENT OF BENEFITS

Benefits are recorded when paid.

NOTE 3 - RELATED PARTY TRANSACTIONS

The Plan invests in shares of mutual funds managed by an affiliate of Vanguard
Fiduciary Trust Company ("VFTC"). VFTC acts as trustee for Plan investments.
Transactions in such investments qualify as party-in-interest transactions and
are exempt from the prohibited transaction rules.

On October 26, 2001, pursuant to an acquisition of the Company by Teradyne,
Inc., shares of GenRad common stock held in participant accounts in the GenRad
Company Stock Fund were exchanged for Teradyne, Inc. common stock. For each
share of GenRad common stock exchanged, participants received 0.1733 of a share
of Teradyne, Inc. common stock.

NOTE 4 - PLAN EXPENSES

The Company pays a portion of the expenses for services necessary for the
administration of the Plan.

NOTE 5 - INVESTMENTS

During 2001 and 2000, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) depreciated in
value as follows:

<Table>
<Caption>
                                             2001               2000
                                          -----------        -----------

<S>                                       <C>                <C>
Registered investment companies           $(4,546,029)       $  (284,793)
Common Stock                               (1,199,982)        (1,275,265)
                                          -----------        -----------

                                          $(5,746,011)       $(1,560,058)
                                          ===========        ===========
</Table>


                                      -6-
<Page>

GENRAD CHOICE INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

NOTE 6 - TAX STATUS

The Internal Revenue Service determined and informed the Company by letter dated
July 3, 1995, that the Plan was qualified under Internal Revenue Code ("IRC")
Section 401(a). The Plan has been amended since receiving the determination
letter. However, the Company believes the Plan is designed and is currently
being operated in compliance with the applicable requirements of the IRC.

NOTE 7 - PLAN MERGER

The Board of Directors of Teradyne, Inc. voted on November 15, 2001 to merge the
participants and their account balances into the Teradyne Plan. The Plan ceased
to exist on December 31, 2001 and effective January 1, 2002, the plan provisions
of the Teradyne Plan govern. The transfer payables amount represents a complete
transfer of assets to the Teradyne Plan.


                                      -7-

<Page>

ADDITIONAL INFORMATION
REQUIRED FOR FORM 5500
<Page>

GENRAD CHOICE INVESTMENT PLAN                                         Schedule I

SCHEDULE OF ASSETS (HELD AT END OF YEAR)
- --------------------------------------------------------------------------------

GenRad Choice Investment Plan, EIN 04-1360950

Attachment to Form 5500, Schedule H, Part IV, Line i:

<Table>
<Caption>
     Identity of Issue                                                               Investment Type               Current Value
- --------------------------------------------------------------------------------------------------------------------------------

<S>                                                                           <C>                                   <C>
*    Vanguard International Growth Fund                                       Registered Investment Company         $  1,601,563
*    Vanguard Life Strategy Conservative Growth Fund                          Registered Investment Company              351,867
*    Vanguard Life Strategy Growth Fund                                       Registered Investment Company            3,428,130
*    Vanguard LifeStrategy Income Fund                                        Registered Investment Company              102,697
*    Vanguard LifeStrategy Moderate Growth Fund                               Registered Investment Company            1,986,215
*    Vanguard Prime Money Market Fund                                         Registered Investment Company            9,371,215
*    Vanguard PRIMECAP Fund                                                   Registered Investment Company           10,989,927
*    Vanguard Total Bond Market Index Fund                                    Registered Investment Company            3,419,964
*    Vanguard Wellington Fund                                                 Registered Investment Company           11,776,537
*    Vanguard Windsor II Fund                                                 Registered Investment Company           14,359,585
*    Teradyne, Inc.                                                           Common Stock                             1,170,072
     GenRad Choice Investment Plan                                            Participant Loans (6.00% - 9.75%)          674,874
                                                                                                                    -------------

TOTAL ASSETS                                                                                                        $ 59,232,646
                                                                                                                    =============
</Table>


* Party in Interest


                                      -8-

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