Teradyne · 10-Q · Item 2 MD&A

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

Statements in this Quarterly Report on Form 10-Q which are not historical facts, so called “forward-looking statements,” are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including those detailed in our filings with the Securities and Exchange Commission. See also Part II, Item 1A of this Quarterly Report on Form 10-Q and Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management’s analysis only as of the date hereof.

We assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting forward-looking statements, except as may be required by law.

Overview

We are a leading global provider of automated test equipment and robotics products. Our automated test systems are used to test semiconductors, wireless products, data storage, silicon photonics, and complex electronics systems in many industries including consumer electronics, automotive, industrial, computing, communications, and defense and aerospace industries. Our robotics product offerings consist primarily of collaborative robotic arms and autonomous mobile robots used by global manufacturing, logistics and industrial customers to improve quality and increase manufacturing and material handling efficiency, while reducing costs. Our automated test equipment and robotics products and services include:

•

semiconductor test (“Semiconductor Test”) systems and instruments;

•

product test ("Product Test") systems and instruments; and

•

robotics (“Robotics”) products.

T1The market for our test products is concentrated with a limited number of significant customers accounting for a substantial portion of the purchases of test equipment. A few customers drive significant demand for our products both through direct sales and sales to the customer’s supply partners. We expect that sales of our test products will continue to be concentrated with a limited number of significant customers for the foreseeable future.

T2For the second consecutive quarter, our Semiconductor Test segment revenue, driven primarily by sustained demand in Artificial Intelligence (“AI”) applications across both compute and memory markets, hit a new record high. Continued investment by hyperscalers, vertically integrated producers, and customers in AI data center infrastructure supported the robust compute market revenue. In memory, revenue exceeded $200 million for the third consecutive quarter, reflecting strong demand for high bandwidth memory (“HBM”) and DRAM test solutions supporting AI compute deployments, as well as renewed demand for NAND final test applications. T3Strong Robotics revenue of $100 million, marked the fifth consecutive quarter of sequential growth, driven primarily by demand from electronics manufacturing and semiconductor customers, which has become the segment's largest end-market.

Within Product Test Group, revenue increased 26% year over year and 33% sequentially, reflecting broad-based growth across multiple markets and applications. The current quarter record performance is the result of prior investments and our current strategy and execution model. Looking ahead, we see significant future opportunities, and we are committed to judicious additional investments today, which we believe are required to continue growing our business in 2027.

T4On April 8, 2026, we and HTP Holding SAL (“MultiLane”) formed a joint venture, MultiLane Test Products Holding LLP (“MLTP”), to which MultiLane contributed the assets of its test and measurement business. We obtained a controlling 75% ownership interest in MLTP, which is expected 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. The purchase price of MLTP was approximately $157.8 million, subject to customary post-closing adjustments, and the results will be included in our Product Test Segment.

T5Our capital allocation plan will continue to be balanced between investing in organic and inorganic growth and returning cash to shareholders through share repurchases and dividends. During the first six months of 2026, the aggregate cash consideration paid for acquisitions, net of cash acquired, totaled $165.6 million, primarily due to the acquisition of a controlling interest in MLTP. Additionally, we returned a combined $114.9 million to shareholders through $74.2 million of share buybacks and $40.7 million of dividend payments.

Government Regulations

We are subject to numerous U.S. and foreign laws and regulations, including, without limitation, tariffs, trade sanctions, trade barriers, trade embargoes, regulations relating to import-export control, technology transfer restrictions, and other laws and regulations. However, our trade compliance program may not identify or prevent all potential violations, and gaps in our program

could be discovered, possibly resulting in fines, penalties, or other sanctions as a result. Additionally, U.S. and foreign governmental authorities have taken, and may continue to take, administrative, legislative or regulatory action that could impact our operations. We believe that our operations are in material compliance with applicable trade regulations. The costs we incurred in complying with applicable trade regulations for the six months ended June 28, 2026 were not material, however, compliance with these laws has limited our ability to compete in certain regions. It is possible that future developments, including changes in laws and regulations or government policies, could lead to material costs, and such costs may have a material adverse effect on our future business or prospects.

T6We have paid certain tariffs on imported products under the International Emergency Economic Powers Act (“IEEPA”) since the inception of the IEEPA tariffs in 2025. On April 20, 2026, U.S. Customs and Border Protection (“CBP”) began accepting refund claims related to these tariffs. During the quarter ended June 28, 2026, we began receiving refunds, which did not have a material impact to our financial position or results of operations. We continue to monitor the situation, and we do not expect that any further refunds received will have a material impact on our financial position or results of operations.

For information regarding risks associated with import-export control regulations and similar applicable laws and regulations, see Part II - Item 1A “Risk Factors- Risks Related to Legal and Regulatory Compliance” included elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Critical Accounting Policies and Estimates

We have identified the policies which are critical to understanding our business and our results of operations. There have been no significant changes during the six months ended June 28, 2026, to the items disclosed as our critical accounting policies and estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Critical accounting estimates are complex and may require significant judgment by management. Changes to the underlying assumptions may have a material impact on our financial condition and results of operations. These estimates may change, as new events occur and additional information is obtained. Actual results could differ significantly from these estimates under different assumptions or conditions.

Preparation of Financial Statements and Use of Estimates

The preparation of consolidated financial statements requires management to make estimates and judgments that affect the amounts reported in the financial statements. Actual results may differ significantly from these estimates under different assumptions or conditions.

SELECTED RELATIONSHIPS WITHIN THE CONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS

For the Three Months

Ended

For the Six Months

Ended

Percentage of revenues:

Revenues:

Products

%

%

%

%

Services

Total revenues

Cost of revenues:

Cost of products

Cost of services

4

7

4

7

Total cost of revenues (exclusive of acquired intangible

assets amortization shown separately below)

Gross profit

Operating expenses:

Selling and administrative

Engineering and development

Acquired intangible assets amortization

—

1

—

1

Restructuring and other

—

—

—

1

Total operating expenses

Income from operations

Non-operating (income) expense:

Interest income

—

(1

)

—

(1

)

Interest expense

—

—

—

—

Other (income) expense, net

—

—

—

—

Income before income taxes and equity in net earnings of affiliate

Income tax provision

5

2

5

2

Income before equity in net earnings of affiliate

Equity in net earnings of affiliate

—

(1

)

—

(1

)

Consolidated net income

Less: Net income attributable to noncontrolling interests

—

—

—

—

Net income attributable to Teradyne

%

%

%

%

Results of Operations

Revenues

Revenues by our reportable segments were as follows:

For the Three Months

Ended

Dollar

Change

(in millions)

Semiconductor Test

$

$

$

Product Test

Robotics

$

$

$

The increase in Semiconductor Test revenues of $629.9 million, or 128.1%, was driven primarily by higher sales in compute and memory related to artificial intelligence applications. The increase in Product Test revenues of $22.1 million, or 26.0%, was driven by increased AI-related demand, combined with growth in Defense and Aerospace. The increase in Robotics revenues of $25.0 million, or 33.4%, was primarily due to higher sales of collaborative robotic arms and autonomous mobile robots.

Revenues by country as a percentage of total revenues were as follows (1):

For the Three Months

Ended

Taiwan

%

%

Korea

7

China

United States

7

Singapore

5

3

Europe

4

9

Malaysia

3

4

Thailand

3

2

Philippines

2

5

Japan

1

4

Rest of World

3

3

%

%

(1)

Revenues attributable to a country are based on location of customer site.

Gross Profit

Our gross profit was as follows:

For the Three Months

Ended

Dollar/Point

Change

(in millions)

Gross profit

$

$

$

Percent of total revenues

%

%

Gross profit as a percent of revenue increased by 2.6 points, primarily due to higher sales and product mix in Semiconductor Test.

Selling and Administrative

Selling and administrative expenses were as follows:

For the Three Months

Ended

Dollar

Change

(in millions)

Selling and administrative

$

$

$

Percent of total revenues

%

%

The increase of $34.7 million in selling and administrative expenses was primarily driven by strategic investments in Semiconductor Test and from higher variable compensation across all segments.

Engineering and Development

Engineering and development expenses were as follows:

For the Three Months

Ended

Dollar

Change

(in millions)

Engineering and development

$

$

$

Percent of total revenues

%

%

The increase of $37.9 million in engineering and development expenses was primarily driven by strategic investments in Semiconductor Test and from higher variable compensation across all segments.

Restructuring and Other

T7During the three months ended June 28, 2026, we recorded $3.0 million of restructuring and other charges, of which $1.5 million were related to acquisition and divestiture related expenses and $1.4 million were severance charges.

During the three months ended June 29, 2025, we recorded $2.3 million of severance charges, $0.8 million of which is related to the Robotics restructuring which was initiated during the three months ended March 30, 2025, and impacted approximately 150 employees. During the three months ended June 29, 2025, we made $3.9 million of Robotics severance payments.

Interest and Other

For the Three Months

Ended

Dollar

Change

(in millions)

Interest income

$

)

$

)

$

Interest expense

$

Other (income) expense, net

)

)

$

)

Interest expense increased by $2.2 million primarily due to higher debt during a portion of the period.

Income (Loss) Before Income Taxes and Equity in Net Earnings of Affiliate

For the Three Months

Ended

Dollar

Change

(in millions)

Semiconductor Test

$

$

$

Product Test

Robotics

)

)

Corporate and Eliminations (1)

)

$

$

$

(1)

Included in Corporate and Eliminations are interest income, interest expense, net foreign exchange gains (losses), intercompany eliminations, severance charges, pension and postretirement plan actuarial gains (losses), and acquisition and divestiture related expenses.

The increase in income before income taxes and equity in net earnings of affiliate in Semiconductor Test was driven primarily by higher sales volume in compute and memory related to artificial intelligence applications. The increase in income before income taxes and equity in net earnings of affiliate in Robotics was primarily due to higher sales volume and lower operating expenses primarily as a result of restructuring actions.

Income Taxes

The effective tax rate for the three months ended June 28, 2026, and June 29, 2025, was 15.1% and 12.7%, respectively. The increase in the effective tax rate from the three months ended June 29, 2025, to the three months ended June 28, 2026, is primarily attributable to lower benefits from tax credits partially offset by increased benefits from equity compensation and a projected shift in the geographic distribution of income.

Revenues

Revenues by our reportable segments were as follows:

For the Six Months

Ended

Dollar

Change

(in millions)

Semiconductor Test

$

$

$

Robotics

Product Test

$

$

$

The increase in Semiconductor Test revenues of $1,198.2 million, or 115.8%, was driven primarily by higher sales in compute and memory primarily related to artificial intelligence applications. The increase in Robotics revenues of $47.3 million, or 32.9%, was primarily due to higher sales of collaborative robotic arms. The increase in Product Test revenues of $28.5 million, or 17.9%, was driven primarily by AI-related demand, combined with growth in Defense and Aerospace.

Revenues by country as a percentage of total revenues were as follows (1):

For the Six Months

Ended

Taiwan

%

%

Korea

China

United States

7

Europe

6

7

Singapore

4

6

Malaysia

4

3

Philippines

2

4

Thailand

2

2

Japan

1

3

Rest of World

2

5

%

%

(1)

Revenues attributable to a country are based on location of customer site.

Gross Profit

Our gross profit was as follows:

For the Six Months

Ended

Dollar/Point

Change

(in millions)

Gross profit

$

$

$

Percent of total revenues

%

%

Gross profit as a percent of revenue increased by 1.4 points, primarily due to higher sales volume in Semiconductor Test.

Selling and Administrative

Selling and administrative expenses were as follows:

For the Six Months

Ended

Dollar

Change

(in millions)

Selling and administrative

$

$

$

Percent of total revenues

%

%

The increase of $44.3 million in selling and administrative expenses was primarily driven by strategic investments in Semiconductor Test and from higher variable compensation across all segments.

Engineering and Development

Engineering and development expenses were as follows:

For the Six Months

Ended

Dollar

Change

(in millions)

Engineering and development

$

$

$

Percent of total revenues

%

%

The increase of $55.2 million in engineering and development expenses was primarily driven by strategic investments in Semiconductor Test and from higher variable compensation across all segments.

Restructuring and Other

During the six months ended June 28, 2026, we recorded $6.5 million of restructuring and other charges, of which $3.2 million were related to acquisition and divestiture related expenses and $2.3 million were severance charges.

During the six months ended June 29, 2025, we recorded $13.7 million of severance charges, $10.0 million of which is related to the Robotics restructuring which impacted approximately 150 employees, and $2.1 million of which related to Product Test. During the six months ended June 29, 2025, we made $8.1 million of Robotics severance payments. We expect all Robotics severance payments to be made prior to the end of our third quarter. Additionally, we recorded $1.6 million of acquisition and divestiture expenses related primarily to the Quantifi acquisition, and $1.2 million of charges related to lease terminations.

Interest and Other

For the Six Months

Ended

Dollar

Change

(in millions)

Interest income

$

)

$

)

$

Interest expense

Other (income) expense, net

)

Interest expense increased by $4.5 million primarily due to outstanding debt balances during portions of 2026.

Income (Loss) Before Income Taxes and Equity in Net Earnings of Affiliate

For the Six Months

Ended

Dollar

Change

(in millions)

Semiconductor Test

$

$

$

Product Test

)

Robotics

)

)

Corporate and Eliminations (1)

)

)

)

$

$

$

(1)

Included in Corporate and Eliminations are interest income, interest expense, net foreign exchange gains (losses), intercompany eliminations, severance charges, pension and postretirement plan actuarial gains (losses), and acquisition and divestiture related expenses.

The increase in income before income taxes and equity in net earnings of affiliate in Semiconductor Test was driven primarily by higher compute and memory sales volume, partially offset by higher selling and administrative and engineering and development spending. The increase in income before income taxes and equity in net earnings of affiliate in Robotics was primarily due to higher sales volume and lower operating expenses primarily as a result of restructuring actions.

Income Taxes

The effective tax rate for the six months ended June 28, 2026, and June 29, 2025, was 14.2% and 12.4%, respectively. The increase in the effective tax rate from the six months ended June 29, 2025, to the six months ended June 28, 2026, is primarily

attributable to lower benefits from tax credits partially offset by increased benefits from equity compensation and a projected shift in the geographic distribution of income.

Contractual Obligations

There have been no changes outside of the ordinary course of business to our contractual obligations as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

Liquidity and Capital Resources

Sources of Liquidity

Change

(in millions)

Cash, cash equivalents and marketable securities:

Cash and cash equivalents

$

$

$

Short-term marketable securities

)

Long-term marketable securities

Total cash, cash equivalents and marketable securities:

$

$

$

Short-term debt

$

—

$

$

)

Our cash, cash equivalents and marketable securities balances increased by $68.8 million in the six months ended June 28, 2026, to $517.1 million. Cash increased primarily as a result of operating cash inflows.

Our Third Amended and Restated Revolving Credit Agreement, amended as of November 7, 2023 (the “Credit Agreement”) provides a six-year, senior secured revolving credit facility of $750.0 million (the “Credit Facility”). As of June 28, 2026, we did not have an outstanding balance under the Credit Agreement. The Credit Agreement is set to expire on December 10, 2026. See Note I: “Debt” for more information regarding our Credit Agreement. As of June 28, 2026, we were in compliance with all covenants under the Credit Agreement. We intend to extend the Credit Facility later in 2026.

Cash Flows

Change

(in millions)

Net cash (used for) provided by:

Operating activities

Investing activities

)

)

)

Financing activities

)

)

)

Effects of exchange rate changes on cash and cash equivalents

)

Net increase (decrease) in cash and cash equivalents

$

$

)

$

Net change in operating assets and liabilities, net of businesses acquired

)

)

Operating Activities

Operating activities during the six months ended June 28, 2026, provided cash of $734.3 million. Changes in operating assets and liabilities, net of businesses acquired used cash of $142.1 million due to a $369.6 million increase in operating assets and a $227.6 million increase in operating liabilities. The increase in operating assets was primarily due to increases in accounts receivable of $302.2 million. The increase in operating liabilities was primarily due to increases in accounts payable and other liabilities and in deferred revenue and customer advances of $121.8 million and $50.9 million, respectively.

Operating activities during the six months ended June 29, 2025, provided cash of $343.7 million. Changes in operating assets and liabilities provided cash of $61.7 million due to a $56.7 million decrease in operating assets and a $5.0 million increase in operating liabilities. The decrease in operating assets was primarily due to decreases in accounts receivable and prepayments and other assets of $49.5 million and $30.9 million, respectively, partially offset by a $23.7 million increase in inventories. The increase in

operating liabilities was due to increases in accounts payable and other liabilities and in deferred revenue and customer advances of $17.1 million and $13.1 million, respectively, partially offset by decreases in income taxes and retirement plans of $19.6 million and $5.6 million, respectively.

Investing Activities

Investing activities during the six months ended June 28, 2026, included $165.6 million used for the acquisition of businesses, $155.4 million used for the purchases of property, plant, and equipment, $48.2 million used for the purchases of marketable securities, and $10.0 million used for the purchase of investment in a business, partially offset by $29.6 million in proceeds from sales of marketable securities and $11.0 million in proceeds from maturities of marketable securities.

Investing activities during the six months ended June 29, 2025, used cash of $240.2 million due to $144.4 million used for the acquisition of businesses, $114.4 million used for the purchase of property, plant & equipment and $17.2 million used for the purchase of marketable securities, partially offset by $32.6 million and $8.5 million in proceeds from the maturities and sales of marketable securities, respectively.

Financing Activities

Financing activities during the six months ended June 28, 2026, included $200.0 million in net repayments of borrowings on the revolving credit facility, $74.2 million used for the repurchase of common stock, $41.1 million used for payment related to net settlements of employee stock compensation awards, and $40.7 million utilized for dividend payments, partially offset by $15.1 million from the issuance of common stock under employee stock purchase and stock option plans.

Financing activities during the six months ended June 29, 2025, consumed cash of $313.6 million due to $274.9 million used for the repurchase of approximately 3.0 million shares of common stock at an average price of $93.67 per share, $38.6 million utilized for dividend payments and $15.0 million used for payment related to net settlements of employee stock compensation awards, partially offset by $14.8 million from the issuance of common stock under employee stock purchase and stock option plans.

Material Cash Requirements

In January 2026 and May 2026, our Board of Directors declared a quarterly cash dividend of $0.13 per share. Dividend payments for the three and six months ended June 28, 2026, were $20.3 million and $40.7 million, respectively.

In January 2025 and May 2025, our Board of Directors declared a quarterly cash dividend of $0.12 per share. Dividend payments for the three and six months ended June 29, 2025, were $19.2 million and $38.6 million, respectively.

In January 2023, our Board of Directors approved a repurchase program for up to $2.0 billion of common stock. During the six months ended June 28, 2026, we repurchased 0.2 million shares of common stock for $74.2 million, which excludes related excise tax, at an average price of $341.89 per share. The cumulative repurchases under the 2023 repurchase program as of June 28, 2026, were 12.2 million shares of common stock for $1,371.5 million, which excludes related excise tax, at an average price per share of $113.52. During the six months ended June 29, 2025, we repurchased approximately 3.0 million shares of common stock for $274.9 million, which excludes related excise tax, at an average price of $93.67 per share.

While we have previously declared a quarterly cash dividend and authorized a share repurchase program, we may reduce or eliminate the cash dividend or share repurchase program in the future. Cash dividends and stock repurchases are subject to the discretion of our Board of Directors, which will consider, among other things, our earnings, capital requirements and financial condition.

We believe our cash, cash equivalents, marketable securities and senior secured revolving credit facility will be sufficient to pay our quarterly dividend and meet our working capital and expenditure needs for at least the next twelve months. Inflation has not had a significant long-term impact on earnings. As of June 28, 2026, we were in compliance with all covenants under the Credit Agreement.

Equity Compensation Plans

In addition to our 1996 Employee Stock Purchase Program as discussed in Note M: “Stock-Based Compensation” in our 2025 Annual Report on Form 10-K, we have a 2006 Equity and Cash Compensation Incentive Plan (the “2006 Equity Plan”).

The purpose of the 1996 Employee Stock Purchase Plan is to encourage stock ownership by all eligible employees of Teradyne. The purpose of the 2006 Equity Plan is to provide equity ownership and compensation opportunities in Teradyne to our employees, officers and directors. Both plans were approved by our shareholders.

Recently Issued Accounting Pronouncements

For a description of accounting changes and recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements, see Note C: “Recently Issued Accounting Pronouncements” of this Form 10-Q.