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Financial Instruments | 3 Months Ended
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Apr. 01, 2018
Financial Instruments | F. FINANCIAL INSTRUMENTS Cash Equivalents Teradyne considers all highly liquid investments with maturities of three months or less at the date of acquisition to be cash equivalents. Marketable Securities Effective January 1, 2018, Teradyne adopted ASU 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” using the modified retrospective approach. This guidance requires that changes in fair value of equity securities be accounted for directly in earnings. Prior to 2018, the changes in fair value of equity securities were recorded in accumulated other comprehensive income on the balance sheet. On a quarterly basis, Teradyne reviews its investments to identify and evaluate those that have an indication of a potential other-than-temporary impairment. Factors considered in determining whether a loss is other-than-temporary include:
| • |  | The length of time and the extent to which the market value has been less than cost;
| • |  | The financial condition and near-term prospects of the issuer; and
| • |  | The intent and ability to retain the investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value.
Teradyne uses the market and income approach techniques to value its financial instruments and there were no changes in valuation techniques during the three months ended April 1, 2018 and April 2, 2017. As defined in ASC 820-10, “Fair Value Measurements and Disclosures,” fair value is the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. ASC 820-10 requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories: Level 1: Quoted prices in active markets for identical assets as of the reporting date; Level 2: Inputs other than Level 1, that are observable either directly or indirectly as of the reporting date. For example, a common approach for valuing fixed income securities is the use of matrix pricing. Matrix pricing is a mathematical technique used to value securities by relying on the securities’ relationship to other benchmark quoted prices, and is considered a Level 2 input; or Level 3: Unobservable inputs that are not supported by market data. Unobservable inputs are developed based on the best information available, which might include Teradyne’s own data. Teradyne’s available-for-sale debt securities are classified as Level 2, and equity securities are classified as Level 1. Acquisition-related contingent consideration is classified as Level 3. Teradyne determines the fair value of acquisition-related contingent consideration using a Monte Carlo simulation model. Assumptions utilized in the model include forecasted revenues, revenue volatility and discount rate. The vast majority of Level 2 securities are fixed income securities priced by third party pricing vendors. These pricing vendors utilize the most recent observable market information in pricing these securities or, if specific prices are not available, use other observable inputs like market transactions involving identical or comparable securities. Realized gains recorded in the three months ended April 1, 2018 and April 2, 2017 were $0.3 million and $0.3 million, respectively. Realized losses recorded in the three months ended April 1, 2018 and April 2, 2017 were $1.5 million and $0.2 million, respectively. Realized gains are included in interest income and realized losses are included in interest expense. Unrealized gains and losses on available-for-sale debt securities are included in accumulated other comprehensive income (loss). Changes in fair value of equity securities are included in other (income) expense, net. The cost of securities sold is based on the specific identification method. During the three months ended April 1, 2018 and April 2, 2017, there were no transfers in or out of Level 1, Level 2 or Level 3 financial instruments. The following table sets forth by fair value hierarchy Teradyne’s financial assets and liabilities that were measured at fair value on a recurring basis as of April 1, 2018 and December 31, 2017.
|  | April 1, 2018 |
|  | Quoted Prices in Active Markets for Identical Instruments (Level 1) |  |  | Significant Other Observable Inputs (Level 2) |  |  | Significant Unobservable Inputs (Level 3) |  |  | Total |
|  | (in thousands) |
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash |  | $ | 155,543 |  |  | $ | — |  |  | $ | — |  |  | $ | 155,543 |
Cash equivalents |  |  | 306,710 |  |  |  | 175,620 |  |  |  | — |  |  |  | 482,330 |
Available-for-sale debt securities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. Treasury securities |  |  | — |  |  |  | 611,946 |  |  |  | — |  |  |  | 611,946 |
Commercial paper |  |  | — |  |  |  | 252,158 |  |  |  | — |  |  |  | 252,158 |
Corporate debt securities |  |  | — |  |  |  | 44,218 |  |  |  | — |  |  |  | 44,218 |
U.S. government agency securities |  |  | — |  |  |  | 10,726 |  |  |  | — |  |  |  | 10,726 |
Certificates of deposit and time deposits |  |  | — |  |  |  | 4,824 |  |  |  | — |  |  |  | 4,824 |
Debt mutual funds |  |  | 2,741 |  |  |  | — |  |  |  | — |  |  |  | 2,741 |
Non-U.S. government securities |  |  | — |  |  |  | 559 |  |  |  | — |  |  |  | 559 |
Equity securities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Mutual funds |  |  | 22,613 |  |  |  | — |  |  |  | — |  |  |  | 22,613 |
|  | $ | 487,607 |  |  | $ | 1,100,051 |  |  | $ | — |  |  | $ | 1,587,658 |
Derivative assets |  |  | — |  |  |  | 12 |  |  |  | — |  |  |  | 12 |
Total |  | $ | 487,607 |  |  | $ | 1,100,063 |  |  | $ | — |  |  | $ | 1,587,670 |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Contingent consideration |  | $ | — |  |  | $ | — |  |  | $ | 15,581 |  |  | $ | 15,581 |
Derivative liabilities |  |  | — |  |  |  | 224 |  |  |  | — |  |  |  | 224 |
Total |  | $ | — |  |  | $ | 224 |  |  | $ | 15,581 |  |  | $ | 15,805 |
Reported as follows:
|  | (Level 1) |  |  | (Level 2) |  |  | (Level 3) |  |  | Total |
|  | (in thousands) |
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 462,253 |  |  | $ | 175,620 |  |  | $ | — |  |  | $ | 637,873 |
Marketable securities |  |  | — |  |  |  | 860,526 |  |  |  | — |  |  |  | 860,526 |
Long-term marketable securities |  |  | 25,354 |  |  |  | 63,905 |  |  |  | — |  |  |  | 89,259 |
Prepayments |  |  | — |  |  |  | 12 |  |  |  | — |  |  |  | 12 |
Total |  | $ | 487,607 |  |  | $ | 1,100,063 |  |  | $ | — |  |  | $ | 1,587,670 |
Liabilities |  |  | . |  |  |  |  |  |  |  |  |  |  |  |  |
Other current liabilities |  | $ | — |  |  | $ | 224 |  |  | $ | — |  |  | $ | 224 |
Contingent consideration |  |  | — |  |  |  | — |  |  |  | 15,581 |  |  |  | 15,581 |
Total |  | $ | — |  |  | $ | 224 |  |  | $ | 15,581 |  |  | $ | 15,805 |
|  | December 31, 2017 |
|  | Quoted Prices in Active Markets for Identical Instruments (Level 1) |  |  | Significant Other Observable Inputs (Level 2) |  |  | Significant Unobservable Inputs (Level 3) |  |  | Total |
|  | (in thousands) |
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash |  | $ | 197,955 |  |  | $ | — |  |  | $ | — |  |  | $ | 197,955 |
Cash equivalents |  |  | 206,335 |  |  |  | 25,553 |  |  |  | — |  |  |  | 231,888 |
Available-for-sale securities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. Treasury securities |  |  | — |  |  |  | 855,795 |  |  |  | — |  |  |  | 855,795 |
Commercial paper |  |  | — |  |  |  | 282,840 |  |  |  | — |  |  |  | 282,840 |
Certificates of deposit and time deposits |  |  | — |  |  |  | 167,342 |  |  |  | — |  |  |  | 167,342 |
Corporate debt securities |  |  | — |  |  |  | 133,186 |  |  |  | — |  |  |  | 133,186 |
Equity and debt mutual funds |  |  | 23,430 |  |  |  | — |  |  |  | — |  |  |  | 23,430 |
U.S. government agency securities |  |  | — |  |  |  | 10,726 |  |  |  | — |  |  |  | 10,726 |
Non-U.S. government securities |  |  | — |  |  |  | 586 |  |  |  | — |  |  |  | 586 |
|  | $ | 427,720 |  |  | $ | 1,476,028 |  |  | $ | — |  |  | $ | 1,903,748 |
Derivative assets |  |  | — |  |  |  | 389 |  |  |  | — |  |  |  | 389 |
Total |  | $ | 427,720 |  |  | $ | 1,476,417 |  |  | $ | — |  |  | $ | 1,904,137 |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Contingent consideration |  | $ | — |  |  | $ | — |  |  | $ | 45,102 |  |  | $ | 45,102 |
Derivative liabilities |  |  | — |  |  |  | 446 |  |  |  | — |  |  |  | 446 |
Total |  | $ | — |  |  | $ | 446 |  |  | $ | 45,102 |  |  | $ | 45,548 |
Reported as follows:
|  | (Level 1) |  |  | (Level 2) |  |  | (Level 3) |  |  | Total |
|  | (in thousands) |
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 404,290 |  |  | $ | 25,553 |  |  | $ | — |  |  | $ | 429,843 |
Marketable securities |  |  | — |  |  |  | 1,347,979 |  |  |  | — |  |  |  | 1,347,979 |
Long-term marketable securities |  |  | 23,430 |  |  |  | 102,496 |  |  |  | — |  |  |  | 125,926 |
Prepayments |  |  | — |  |  |  | 389 |  |  |  | — |  |  |  | 389 |
Total |  | $ | 427,720 |  |  | $ | 1,476,417 |  |  | $ | — |  |  | $ | 1,904,137 |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other accrued liabilities |  | $ | — |  |  | $ | 446 |  |  | $ | — |  |  | $ | 446 |
Contingent consideration |  |  | — |  |  |  | — |  |  |  | 24,497 |  |  |  | 24,497 |
Long-term contingent consideration |  |  | — |  |  |  | — |  |  |  | 20,605 |  |  |  | 20,605 |
Total |  | $ | — |  |  | $ | 446 |  |  | $ | 45,102 |  |  | $ | 45,548 |
Changes in the fair value of Level 3 contingent consideration for the three months ended April 1, 2018 and April 2, 2017 were as follows:
|  | For the Three Months Ended |
|  | April 1, 2018 |  |  | April 2, 2017 |
|  | (in thousands) |
Balance at beginning of period |  | $ | 45,102 |  |  | $ | 38,332 |
Payments (a) |  |  | (24,553 | ) |  |  | (1,050 | )
Fair value adjustment (b) |  |  | (4,968 | ) |  |  | 634 |
Balance at end of period |  | $ | 15,581 |  |  | $ | 37,916 |
(a) | In the three months ended April 1, 2018, Teradyne paid $24.6 million of contingent consideration for the earn-out in connection with the acquisition of Universal Robots A/S (“Universal Robots”). In the three months ended April 2, 2017, Teradyne paid $1.1 million of contingent consideration for the earn-out in connection with the acquisition of Avionics Interface Technology, LLC (“AIT”).
(b) | In the three months ended April 1, 2018, the fair value of contingent consideration for the earn-out in connection with the acquisition of Universal Robots was decreased by $5.0 million, primarily due to a decrease in forecasted revenue. In the three months ended April 2, 2017, the fair value of contingent consideration for the earn-out in connection with the acquisition of Universal Robots was increased by $0.6 million primarily due to an increase in forecasted revenue and a decrease in the discount rate.
The following table provides quantitative information associated with the fair value measurement of Teradyne’s Level 3 financial instruments:
Liability |  | April 1, 2018 Fair Value |  |  | Valuation Technique |  |  | Unobservable Inputs |  | Weighted Average |
|  | (in thousands) |  |  |  |  |  |  |  |  |
Contingent consideration (Universal Robots) |  | $ | 15,581 |  |  |  | Monte Carlo Simulation |  |  | Revenue for the period July 1, 2015—December 31, 2018 volatility |  |  | 13.0 | %
|  |  |  |  |  |  |  |  |  | Discount Rate |  |  | 3.8 | %
As of April 1, 2018, the significant unobservable inputs used in the Monte Carlo simulation to fair value the Universal Robots contingent consideration include forecasted revenue, revenue volatility and discount rate. Increases or decreases in the inputs would result in a higher or lower fair value measurement. The maximum payment for the remaining Universal Robots revenue earn-out is $25.0 million. The carrying amounts and fair values of Teradyne’s financial instruments at April 1, 2018 and December 31, 2017 were as follows:
|  | April 1, 2018 |  |  | December 31, 2017 |
|  | Carrying Value |  |  | Fair Value |  |  | Carrying Value |  |  | Fair Value |
|  | (in thousands) |
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 637,873 |  |  | $ | 637,873 |  |  | $ | 429,843 |  |  | $ | 429,843 |
Marketable securities |  |  | 949,785 |  |  |  | 949,785 |  |  |  | 1,473,905 |  |  |  | 1,473,905 |
Derivative assets |  |  | 12 |  |  |  | 12 |  |  |  | 389 |  |  |  | 389 |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Contingent consideration |  |  | 15,581 |  |  |  | 15,581 |  |  |  | 45,102 |  |  |  | 45,102 |
Derivative liabilities |  |  | 224 |  |  |  | 224 |  |  |  | 446 |  |  |  | 446 |
Convertible debt (1) |  |  | 369,421 |  |  |  | 700,626 |  |  |  | 365,987 |  |  |  | 659,525 |
(1) | The carrying value represents the bifurcated debt component only, while the fair value is based on quoted market prices for the convertible note which includes the equity conversion features.
The fair values of accounts receivable, net and accounts payable approximate the carrying value due to the short-term nature of these instruments. The following table summarize the composition of available-for-sale marketable securities at April 1, 2018:
|  | April 1, 2018 |
|  | Cost |  |  | Unrealized Gain |  |  | Unrealized (Loss) |  |  | Fair Market Value |  |  | Fair Market Value of Investments with Unrealized Losses |
|  | (in thousands) |
U.S. Treasury securities |  | $ | 614,365 |  |  | $ | 19 |  |  | $ | (2,438 | ) |  | $ | 611,946 |  |  | $ | 610,938 |
Commercial paper |  |  | 252,579 |  |  |  | 17 |  |  |  | (438 | ) |  |  | 252,158 |  |  |  | 249,871 |
Corporate debt securities |  |  | 43,472 |  |  |  | 1,200 |  |  |  | (454 | ) |  |  | 44,218 |  |  |  | 17,742 |
U.S. government agency securities |  |  | 10,791 |  |  |  | — |  |  |  | (65 | ) |  |  | 10,726 |  |  |  | 10,726 |
Certificates of deposit and time deposits |  |  | 4,820 |  |  |  | 4 |  |  |  | — |  |  |  | 4,824 |  |  |  | — |
Debt mutual funds |  |  | 2,799 |  |  |  | — |  |  |  | (58 | ) |  |  | 2,741 |  |  |  | 1,679 |
Non-U.S. government securities |  |  | 559 |  |  |  | — |  |  |  | — |  |  |  | 559 |  |  |  | — |
|  | $ | 929,385 |  |  | $ | 1,240 |  |  | $ | (3,453 | ) |  | $ | 927,172 |  |  | $ | 890,956 |
Reported as follows:
|  | Cost |  |  | Unrealized Gain |  |  | Unrealized (Loss) |  |  | Fair Market Value |  |  | Fair Market Value of Investments with Unrealized Losses |
|  | (in thousands) |
Marketable securities |  | $ | 861,794 |  |  | $ | 54 |  |  | $ | (1,322 | ) |  | $ | 860,526 |  |  | $ | 847,446 |
Long-term marketable securities |  |  | 67,591 |  |  |  | 1,186 |  |  |  | (2,131 | ) |  |  | 66,646 |  |  |  | 43,510 |
|  | $ | 929,385 |  |  | $ | 1,240 |  |  | $ | (3,453 | ) |  | $ | 927,172 |  |  | $ | 890,956 |
The following table summarize the composition of available-for-sale marketable securities at December 31, 2017:
|  | December 31, 2017 |
|  | Cost |  |  | Unrealized Gain |  |  | Unrealized (Loss) |  |  | Fair Market Value |  |  | Fair Market Value of Investments with Unrealized Losses |
|  | (in thousands) |
U.S. Treasury securities |  | $ | 858,258 |  |  | $ | 72 |  |  | $ | (2,535 | ) |  | $ | 855,795 |  |  | $ | 850,163 |
Commercial paper |  |  | 283,009 |  |  |  | 18 |  |  |  | (187 | ) |  |  | 282,840 |  |  |  | 258,933 |
Certificates of deposit and time deposits |  |  | 167,523 |  |  |  | 6 |  |  |  | (187 | ) |  |  | 167,342 |  |  |  | 138,340 |
Corporate debt securities |  |  | 131,179 |  |  |  | 2,380 |  |  |  | (373 | ) |  |  | 133,186 |  |  |  | 91,010 |
Equity and debt mutual funds |  |  | 19,403 |  |  |  | 4,102 |  |  |  | (75 | ) |  |  | 23,430 |  |  |  | 1,723 |
U.S. government agency securities |  |  | 10,775 |  |  |  | — |  |  |  | (49 | ) |  |  | 10,726 |  |  |  | 10,726 |
Non-U.S. government securities |  |  | 582 |  |  |  | 4 |  |  |  | — |  |  |  | 586 |  |  |  | — |
|  | $ | 1,470,729 |  |  | $ | 6,582 |  |  | $ | (3,406 | ) |  | $ | 1,473,905 |  |  | $ | 1,350,896 |
Reported as follows:
|  | Cost |  |  | Unrealized Gain |  |  | Unrealized (Loss) |  |  | Fair Market Value |  |  | Fair Market Value of Investments with Unrealized Losses |
|  | (in thousands) |
Marketable securities |  | $ | 1,349,970 |  |  | $ | 38 |  |  | $ | (2,029 | ) |  | $ | 1,347,979 |  |  | $ | 1,288,844 |
Long-term marketable securities |  |  | 120,759 |  |  |  | 6,544 |  |  |  | (1,377 | ) |  |  | 125,926 |  |  |  | 62,052 |
|  | $ | 1,470,729 |  |  | $ | 6,582 |  |  | $ | (3,406 | ) |  | $ | 1,473,905 |  |  | $ | 1,350,896 |
As of April 1, 2018, the fair market value of investments in debt securities with unrealized losses totaled $891.0 million. Of this value, $62.1 million had unrealized losses of $1.6 million for greater than one year and $828.9 million had unrealized losses of $1.9 million for less than one year. As of December 31, 2017, the fair market value of investments with unrealized losses totaled $1,350.9 million. Of this value, $141.0 million had unrealized losses of $1.2 million for greater than one year and $1,209.9 million had unrealized losses of $2.2 million for less than one year. Teradyne reviews its investments to identify and evaluate investments that have an indication of possible impairment. Based on this review, Teradyne determined that the unrealized losses related to these investments at April 1, 2018 and December 31, 2017 were temporary. The contractual maturities of investments in debt securities held at April 1, 2018 were as follows:
|  | April 1, 2018 |
|  | Cost |  |  | Fair Market Value |
|  | (in thousands) |
Due within one year |  | $ | 861,794 |  |  | $ | 860,526 |
Due after 1 year through 5 years |  |  | 10,173 |  |  |  | 10,058 |
Due after 5 years through 10 years |  |  | 14,583 |  |  |  | 13,823 |
Due after 10 years |  |  | 40,036 |  |  |  | 40,024 |
Total |  | $ | 926,586 |  |  | $ | 924,431 |
Contractual maturities of investments in debt securities held at April 1, 2018 exclude $2.7 million of debt mutual funds as they do not have a contractual maturity date. Derivatives Teradyne conducts business in a number of foreign countries, with certain transactions denominated in local currencies. The purpose of Teradyne’s foreign currency management is to minimize the effect of exchange rate fluctuations on certain foreign currency denominated monetary assets and liabilities. Teradyne does not use derivative financial instruments for trading or speculative purposes. To minimize the effect of exchange rate fluctuations associated with the remeasurement of monetary assets and liabilities denominated in foreign currencies, Teradyne enters into foreign currency forward contracts. The change in fair value of these derivatives is recorded directly in earnings, and is used to offset the change in value of monetary assets and liabilities denominated in foreign currencies. The notional amount of foreign currency forward contracts at April 1, 2018 and December 31, 2017 was $108.8 million and $116.8 million, respectively. Gains and losses on foreign currency forward contracts and foreign currency remeasurement gains and losses on monetary assets and liabilities are included in other (income) expense, net. The following table summarizes the fair value of derivative instruments as of April 1, 2018 and December 31, 2017:
|  | Balance Sheet Location |  |  | April 1, 2018 |  |  | December 31, 2017 |
|  |  |  |  | (in thousands) |
Derivatives not designated as hedging instruments: |  |  |  |  |  |  |  |  |  |  |  |
Foreign currency forward contracts assets |  |  | Prepayments |  |  | $ | 12 |  |  | $ | 389 |
Foreign currency forward contracts liabilities |  |  | Other current liabilities |  |  |  | (224 | ) |  |  | (446 | )
Total derivatives |  |  |  |  |  | $ | (212 | ) |  | $ | (57 | )
The following table summarizes the effect of derivative instruments recognized in the statement of operations for the three months ended April 1, 2018 and April 2, 2017.
|  | Location of Losses Recognized in Statement of Operations |  | For the Three Months Ended |
|  |  | April 1, 2018 |  |  | April 2, 2017 |
|  |  |  | (in thousands) |
Derivatives not designated as hedging instruments: |  |  |  |  |  |  |  |  |  |
Foreign currency forward contracts |  | Other (income) expense, net |  | $ | 1,575 |  |  | $ | 1,011 |
(1) | The table does not reflect the corresponding gains and losses from the remeasurement of monetary assets and liabilities denominated in foreign currencies.
(2) | For the three months ended April 1, 2018 and April 2, 2017, net gains from the remeasurement of monetary assets and liabilities denominated in foreign currencies were $0.6 million and $1.5 million, respectively.
See Note G: “Debt” regarding derivatives related to the convertible senior notes.

X
- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -URI http://asc.fasb.org/topic&trid=2155941 + Details
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