Teradyne Reports Increase in Fourth Quarter 2012 Orders; Expects Revenue Growth in First Quarter of 2013

  Teradyne Reports Increase in Fourth Quarter 2012 Orders; Expects Revenue
  Growth in First Quarter of 2013

Q4’12 orders increased 18% from Q3’12

Q4’12 revenue of $248 million, down 46 percent from Q3’12 and down 16 percent
from Q4’11

Q4’12 diluted non-GAAP income from continuing operations of $0.07 per share,
down from $0.53 per share in Q3’12 and down from $0.17 per share in Q4’11;
Q4’12 diluted GAAP loss from continuing operations of ($0.09) per share

Q1’13 guidance: Revenue of $260 million to $280 million; Diluted non-GAAP
income (loss) from continuing operations of ($0.01) to $0.05 per share;
Diluted GAAP loss from continuing operations of ($0.06) to ($0.01) per share

Business Wire

NORTH READING, Mass. -- January 23, 2013

Teradyne, Inc. (NYSE: TER) reported revenue of $248 million for the fourth
quarter of 2012 of which $184 million was in Semiconductor Test, $40 million
in Systems Test Group and $24 million in Wireless Test. On a non-GAAP basis,
Teradyne’s income from continuing operations in the fourth quarter was $12.6
million, or $0.07 per diluted share, which excluded acquired intangible asset
amortization, pension actuarial losses, non-cash convertible debt interest,
and included income taxes on a cash basis. GAAP loss from continuing
operations was ($16.5) million or ($0.09) per diluted share.

Bookings in the fourth quarter of 2012 were $273 million of which $183 million
were in Semiconductor Test, $64 million in the Systems Test Group and $26
million in Wireless Test.

For fiscal year 2012, revenue was $1.66 billion. Income from continuing
operations for the year was $337.5 million or $1.67 per diluted share on a
non-GAAP basis. GAAP income from continuing operations was $217.0 million or
$0.94 per diluted share. Bookings for the year were $1.6 billion.

“2012 was a very good year for Teradyne as we increased sales by 16%,
operating profit by 26% and generated $285 million in free cash flow,” said
CEO, Mike Bradley. “While the fourth quarter sales were seasonally slower,
orders in the fourth quarter were up 18% sequentially and we’ve set our first
quarter revenue plan to meet that improving demand.”

Guidance for the first quarter of 2013 is revenue of $260 million to $280
million, with diluted non-GAAP income (loss) from continuing operations of
($0.01) to $0.05 per share and diluted GAAP loss from continuing operations of
($0.06) to ($0.01) per share. Non-GAAP guidance excludes acquired intangible
asset amortization, non-cash convertible debt interest, and includes income
taxes on a cash basis.

Webcast

A conference call to discuss the fourth quarter of 2012 results, along with
management's business outlook is scheduled at 10 a.m. EST, Thursday, January
24, 2013. The call will be broadcast simultaneously over the Internet.
Interested investors should access the webcast at www.teradyne.com and click
on "Investors" at least five minutes before the call begins.

A replay will be available approximately two hours after the completion of the
call. The replay number in the U.S. & Canada is 855-859-2056. The replay
number outside the U.S. & Canada is 404-537-3406. The pass code for both
numbers is 88747113. A replay will also be available on the Teradyne website
www.teradyne.com. Click on "Investors" for a link to the replay. The replay
will be available via phone and website through February 9, 2013.

Non-GAAP Results

In addition to disclosing results that are determined in accordance with GAAP,
Teradyne also discloses non-GAAP results of operations that exclude certain
income items and charges. These results are provided as a complement to
results provided in accordance with GAAP. Non-GAAP income from operations and
non-GAAP income from continuing operations exclude acquired intangible asset
amortization, non-cash convertible debt interest, fair value inventory step-up
related to LitePoint, pension and post retirement actuarial gains and losses,
and restructuring and other net, and include income taxes on a cash basis.
GAAP requires that these items be included in determining income from
operations and income from continuing operations. Non-GAAP income from
operations, non-GAAP income from continuing operations, non-GAAP income from
operations and non-GAAP income from continuing operations as a percentage of
revenue, and non-GAAP income from continuing operations per share are non-GAAP
measures presented to provide meaningful supplemental information regarding
Teradyne's baseline performance before gains, losses or other charges that may
not be indicative of Teradyne’s current core business or future outlook. These
non-GAAP measures are used to make operational decisions, to determine
employee compensation, to forecast future operational results, and for
comparison with Teradyne’s business plan, historical operating results and the
operating results of Teradyne’s competitors. Non-GAAP gross margin excludes
charges related to the fair value inventory step-up recorded as part of
acquisition purchase accounting and pension and post retirement actuarial
gains and losses. GAAP requires that this item be included in determining
gross margin. Non-GAAP gross margin dollar amount and percentage are non-GAAP
measures that management believes provide useful supplemental information for
management and the investor. Management uses non-GAAP gross margin as a
performance measure for Teradyne’s current core business and future outlook
and for comparison with Teradyne’s business plan, historical gross margin
results and the gross margin results of Teradyne’s competitors. Non-GAAP
diluted shares include the impact of Teradyne’s call option on its shares.
Management believes each of these non-GAAP measures provides useful
supplemental information for investors, allowing greater transparency to the
information used by management in its operational decision making and in the
review of Teradyne’s financial and operational performance, as well as
facilitating meaningful comparisons of Teradyne’s results in the current
period compared with those in prior and future periods. A reconciliation of
each available GAAP to non-GAAP financial measure discussed in this press
release is contained in the attached exhibits and on the Teradyne website at
www.teradyne.com by clicking on "Investors" and then selecting the "GAAP to
Non-GAAP Reconciliation" link. The non-GAAP financial measures discussed in
this press release may not be comparable to similarly titled measures used by
other companies. The presentation of non-GAAP measures is not meant to be
considered in isolation, as a substitute for, or superior to, financial
measures or information provided in accordance with GAAP.

About Teradyne

Teradyne (NYSE:TER) is a leading supplier of Automatic Test Equipment used to
test semiconductors, wireless products, data storage and complex electronic
systems which serve consumer, communications, industrial and government
customers. In 2012, Teradyne had sales of $1.66 billion and currently employs
approximately 3,600 people worldwide. For more information, visit
www.teradyne.com. Teradyne(R) is a registered trademark of Teradyne, Inc. in
the U.S. and other countries.

Safe Harbor Statement

This release contains forward-looking statements regarding future business
prospects, Teradyne’s results of operations and market conditions. Such
statements are based on the current assumptions and expectations of Teradyne’s
management and are neither promises nor guarantees of future performance. You
can identify these forward-looking statements based on the context of the
statements and by the fact that they use words such as “will,” “anticipate,”
“expect,” “project,” “intend,” “plan,” “believe,” “target” and other words and
terms of similar meaning in connection with any discussion of future operating
or financial performance. There can be no assurance that management’s
estimates of Teradyne’s future results or other forward looking statements
will be achieved. Important factors that could cause actual results to differ
materially from those presently expected include: conditions affecting the
markets in which Teradyne operates; decreased or delayed product demand;
increased research and development spending and other events, factors and
risks disclosed in filings with the SEC, including, but not limited to, the
“Risk Factors” section of Teradyne’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2011 and Quarterly Report on Form 10-Q for the period
ended September 30, 2012. The forward-looking statements provided by Teradyne
in this press release represent management’s views as of the date of this
release. Teradyne anticipates that subsequent events and developments may
cause management's views to change. However, while Teradyne may elect to
update these forward-looking statements at some point in the future, Teradyne
specifically disclaims any obligation to do so. These forward-looking
statements should not be relied upon as representing Teradyne's views as of
any date subsequent to the date of this release.

TERADYNE, INC. REPORT FOR FOURTH FISCAL QUARTER OF 2012
                                                                         
CONDENSED CONSOLIDATED OPERATING STATEMENTS
(In thousands, except per share amounts)
                                                                              
                     Quarter Ended                                 Year Ended
                     December     September    December 31,      December 31,   December 31,
                     31, 2012      30, 2012      2011              2012            2011
                                                                                                 
Net revenues         $ 248,404     $ 463,394     $ 296,992         $ 1,656,750     $ 1,429,061
                                                                                                 
Cost of revenues      122,999     203,194     163,006   (1 )  770,713       717,131    (1 )
(2)
                                                                                                 
Gross profit           125,405       260,200       133,986           886,037         711,930
                                                                                                 
Operating
expenses:
Engineering and        61,660        63,055        56,364     (1 )   251,382         197,796     (1 )
development
Selling and            70,436        69,921        64,941     (1 )   281,500         235,327     (1 )
administrative
Acquired
intangible asset       18,221        18,429        19,129            73,508          40,465
amortization
Restructuring and     (317    )    683         5,345           (7,721    )    8,502     
other, net (3)
Operating expenses     150,000       152,088       145,779           598,669         482,090
                                                                                                 
(Loss) income from     (24,595 )     108,112       (11,793  )        287,368         229,840
operations
                                                                                                 
Interest and other    (5,690  )    (5,087  )    (5,256   )       (21,392   )    (17,077   )
(4)
                                                                                                 
(Loss) income from
continuing             (30,285 )     103,025       (17,049  )        265,976         212,763
operations before
income taxes
Income tax
(benefit)             (13,742 )    14,384      (144,340 )       48,927        (129,256  )
provision
(Loss) income from
continuing             (16,543 )     88,641        127,291           217,049         342,019
operations
Income from
discontinued           -             -             -                 -               1,436
operations before
income taxes (5)
Income tax benefit    -           -           -               -             (267      )
Income from
discontinued           -             -             -                 -               1,703
operations
Gain on disposal
of discontinued
operations (net of    -           -           -               -             24,371    
income tax
provision of
$4,578)
Net (loss) income    $ (16,543 )   $ 88,641     $ 127,291        $ 217,049      $ 368,093   
                                                                                                 
(Loss) income per
common share from
continuing
operations:
Basic                $ (0.09   )   $ 0.47       $ 0.69           $ 1.16         $ 1.85      
Diluted              $ (0.09   )   $ 0.39       $ 0.57           $ 0.94         $ 1.51      
                                                                                                 
Net (loss) income
per common share:
Basic                $ (0.09   )   $ 0.47       $ 0.69           $ 1.16         $ 1.99      
Diluted              $ (0.09   )   $ 0.39       $ 0.57           $ 0.94         $ 1.62      
                                                                                                 
                                                                                                 
Weighted average
common shares -       187,737     187,364     183,544         186,878       184,683   
basic
                                                                                                 
                                                                                                 
Weighted average
common shares -       187,737     229,210     222,858         230,246       226,820   
diluted (6)
                                                                                                 
Net orders           $ 272,620    $ 230,794    $ 375,870        $ 1,553,199    $ 1,383,617 
                                                                                                 
(1)In the first quarter of 2012, we elected to change our accounting method from delayed
recognition of gains and losses for our defined benefit pension plans and other post retirement
benefit plans to immediate recognition. We have applied these changes retrospectively, as required,
and the adjusted amounts are shown above. Below are the amounts as originally reported:
                                                                                                 
                                                 Quarter                           Year Ended
                                                 Ended                             December 31,
                                                 December 31,                      2011
                                                 2011
Cost of revenues                                 $ 160,639                         $ 715,368
Engineering and                                    53,431                            195,600
development
Selling and                                        62,697                            233,711
administrative
                                                                                                 
Income per common
share from
continuing
operations:
Basic                                           $ 0.74                            $ 1.88
Diluted                                          $ 0.61                            $ 1.53
                                                                                                 
(2)Cost of         Quarter Ended                                 Year Ended
revenues includes:
                     December     September    December 31,      December 31,   December 31,
                     31, 2012      30, 2012      2011              2012            2011
Provision for
excess and           $ 10,441      $ 5,481       $ 845             $ 26,849        $ 11,601
obsolete inventory
Sale of previously
written down           (1,101  )     (651    )     (2,859   )        (4,271    )     (8,100    )
inventory
Inventory step-up     -           -           12,178          6,089         12,178    
                     $ 9,340      $ 4,830      $ 10,164         $ 28,667       $ 15,679    
                                                                                                 
                                                                                                 
(3)Restructuring
and other, net       Quarter Ended                                 Year Ended
consists of:
                     December     September    December 31,      December 31,   December 31,
                     31, 2012      30, 2012      2011              2012            2011
Contingent
consideration fair   $ (317    )   $ -           $ -               $ (8,794    )   $ -
value adjustment
Employee severance     -             683           -                 1,073           1,325
Acquisition costs      -             -             3,308             -               4,636
Non-U.S. pension       -             -             2,037             -               2,972
settlement
Facility related      -           -           -               -             (431      )
                     $ (317    )   $ 683        $ 5,345          $ (7,721    )   $ 8,502     
                                                                                                 
                                                                                                 
                                                                                                 
(4)Interest and    Quarter Ended                                 Year Ended
other includes:
                     December      September     December 31,      December 31,    December 31,
                     31, 2012      30, 2012      2011              2012            2011
Non-cash
convertible debt     $ 3,628       $ 3,506       $ 3,165             13,798        $ 12,039
interest
                                                                                                 
(5)On March 21, 2011, Teradyne completed the sale of its Diagnostic Solutions business unit to SPX
Corporation for a gain of $24.4 million. The results for the discontinued business unit have been
included within discontinued operations for all periods presented.
                                                                                                 
(6)Under GAAP, when calculating diluted earnings per share, convertible debt must be assumed to
have converted if the effect on EPS would be dilutive. Diluted shares assume the conversion of the
convertible debt as the effect would be dilutive. Accordingly, for the quarters ended September 30,
2012 and December 31, 2011, and the years ended December 31, 2012 and 2011, 21.9 million, 20.4
million, 22.4 million and 21.5 million shares, respectively, have been included in diluted shares.

                                                      
CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
                                                            
                                     December 31, 2012      December 31, 2011
                                                            
Assets
Cash and cash                        $      338,920         $     573,736
equivalents
Marketable securities                       431,516               96,502
Accounts receivable                         153,423               129,330
Inventories (1)                             136,930               160,063
Deferred tax assets                         77,305                53,948
Prepayments and other                      97,372               86,308
current assets
Total current assets                        1,235,466             1,099,887
                                                            
Net property, plant and                     265,782               232,207
equipment
Long-term marketable                        235,872               84,407
securities
Other assets                                20,209                17,545
Retirement plan assets                      3,282                 8,840
Intangible assets                           318,867               392,975
Goodwill                                   349,272              352,778
Total assets                         $      2,428,750       $     2,188,639
                                                            
Liabilities
Accounts payable                     $      55,844          $     69,842
Accrued employees'
compensation and                            86,264                90,427
withholdings
Deferred revenue and                        81,357                78,670
customer advances
Contingent consideration                    388                   68,892
Other accrued                               56,861                62,420
liabilities
Income taxes payable                        12,306                860
Current debt                               2,328                2,573
Total current                               295,348               373,684
liabilities
                                                            
Long-term deferred
revenue and customer                        16,227                33,541
advances
Retirement plan                             94,373                76,638
liabilities
Deferred tax liabilities                    52,086                16,049
Other long-term                             21,302                23,711
liabilities
Long-term debt                             171,059              159,956
Total liabilities                           650,395               683,579
                                                            
Shareholders' equity                        1,778,355             1,505,060
                                                           
Total liabilities and                $      2,428,750       $     2,188,639
shareholders' equity
                                                            
                                                      
                                                            
(1)As of December 31, 2011, Inventories included approximately $6.1 million
of LitePoint inventory step-up.

                                                                   
                                                                             
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
                                                                             
                       Quarter Ended                        Year Ended
                       December 31,     December 31,        December 31,     December 31,
                       2012             2011                2012             2011
Cash flows from
operating
activities:
Net (loss) income      $ (16,543  )     $ 127,291           $ 217,049        $ 368,093
Less: Income from
discontinued             -                -                   -                1,703
operations
Less: Gain on
disposal of             -              -                 -              24,371   
discontinued
operations
(Loss) income from
continuing               (16,543  )       127,291             217,049          342,019
operations
Adjustments to
reconcile (loss)
income from
continuing
operations to net
cash
provided by
operating
activities:
Depreciation             15,237           12,614              55,049           51,040
Amortization             21,960           22,509              87,750           53,347
Retirement plans         18,329           9,504               23,320           13,707
actuarial losses
Provision for
excess and               10,441           845                 26,849           11,601
obsolete inventory
Stock-based              9,286            9,823               39,920           32,337
compensation
Deferred taxes           365              (146,208  )         7,441            (146,669 )
Contingent
consideration            (388     )       -                   (8,794   )       -
adjustment
Tax benefit
related to stock
options and              (758     )       -                   (8,358   )       -
restricted stock
units
Inventory step-up        -                12,178              6,089            12,178
Other                    1,248            638                 498              3,015
                                                                             
Changes in
operating assets
and liabilities,
net of businesses
acquired and sold:
Accounts                 52,041           41,134              (24,093  )       66,367
receivable
Inventories              (4,937   )       419                 20,133           (615     )
Other assets             (10,707  )       (9,047    )         (3,429   )       (22,600  )
Deferred revenue
and customer             (3,976   )       (10,055   )         (14,627  )       (68,359  )
advances
Accounts payable
and accrued              (17,691  )       (739      )         (35,291  )       (48,222  )
expenses
Retirement plan          (1,099   )       (5,458    )         (4,778   )       (11,851  )
contributions
Accrued income          (30,509  )      (5,663    )        19,804         (8,727   )
taxes
Net cash provided
by continuing            42,299           59,785              404,532          278,568
operations
Net cash used for
discontinued            -              (579      )        -              (4,804   )
operations
Net cash provided
by operating             42,299           59,206              404,532          273,764
activities
                                                                             
Cash flows from
investing
activities:
Purchases of
property, plant          (27,948  )       (19,474   )         (119,080 )       (86,097  )
and equipment
Purchases of
available-for-sale       (238,072 )       (98,541   )         (751,129 )       (691,802 )
marketable
securities
Proceeds from
maturities of
available-for-sale       68,419           33,067              171,054          518,483
marketable
securities
Proceeds from
sales of
available-for-sale       24,278           48,947              95,215           676,386
marketable
securities
Acquisition of
business, net of        -              (537,489  )        -              (537,489 )
cash acquired
Net cash used for
by continuing            (173,323 )       (573,490  )         (603,940 )       (120,519 )
operations
Net cash provided
by discontinued         -              -                 -              39,062   
operations
Net cash used for
investing                (173,323 )       (573,490  )         (603,940 )       (81,457  )
activities
                                                                             
Cash flows from
financing
activities:
Issuance of common       518              170                 18,477           17,385
stock
Tax benefit
related to stock
options and              758              -                   8,358            -
restricted stock
units
Payments of              (1,287   )       -                   (2,533   )       (2,518   )
long-term debt
Payments of
contingent               (15,737  )       -                   (59,710  )       -
consideration
Repurchase of           -              (7,313    )        -              (31,175  )
common stock
Net cash used for
financing                (15,748  )       (7,143    )         (35,408  )       (16,308  )
activities
                                                                             
(Decrease)
increase in cash         (146,772 )       (521,427  )         (234,816 )       175,999
and cash
equivalents
Cash and cash
equivalents at          485,692        1,095,163         573,736        397,737  
beginning of
period
Cash and cash
equivalents at end     $ 338,920       $ 573,736          $ 338,920       $ 573,736  
of period

                                                                                                                                       
                                                                                                                                                     
GAAP to Non-GAAP Earnings Reconciliation
                                                                                                                                                     
(In millions, except per share amounts)
                   Quarter Ended
                   December   % of Net                       September  % of Net                        December    % of Net            
                   31, 2012    Revenues                           30, 2012    Revenues                           31, 2011     Revenues
                                                                                                                                                     
Net revenues       $ 248.4                                        $ 463.4                                        $ 297.0
                                                                                                                                                     
Gross profit -     $ 125.4     50.5  %                            $ 260.2     56.2  %                            $ 134.0      45.1   %
GAAP
Inventory            -         -                                    -         -                                    12.2       4.1    %
step-up
Pension
mark-to-market      7.8      3.1   %                             0.4      0.1   %                             2.9       1.0    %
adjustments
^(1)
Gross profit -     $ 133.2     53.6  %                            $ 260.6     56.2  %                            $ 149.1      50.2   %
non-GAAP
                                                                                                                                                     
(Loss) income
from               $ (24.6 )   -9.9  %                            $ 108.1     23.3  %                            $ (11.8  )   -4.0   %
operations -
GAAP
Acquired
intangible           18.2      7.3   %                              18.4      4.0   %                              19.1       6.4    %
asset
amortization
Pension
mark-to-market       18.3      7.4   %                              1.9       0.4   %                              9.5        3.2    %
adjustments
^(1)
Restructuring
and other, net       (0.3  )   -0.1  %                              0.7       0.2   %                              5.3        1.8    %
^(2)
Inventory           -        -                                  -        -                                  12.2      4.1    %
step-up
Income from
operations -       $ 11.6     4.7   %                            $ 129.1    27.9  %                            $ 34.3      11.5   %
non-GAAP
                                                                                                                                                     
                                          Income                                         Income                                          Income

                                          per Common Share                               per Common Share                                per Common Share

                                          from Continuing                                from Continuing                                 from Continuing
                                          Operations                                     Operations                                      Operations
                   December   % of Net  Basic      Diluted     September  % of Net  Basic      Diluted     December    % of Net  Basic      Diluted
                   31, 2012    Revenues                           30, 2012    Revenues                           31, 2011     Revenues
(Loss) income
from
continuing         $ (16.5 )   -6.6  %    $ (0.09 )   $ (0.09 )   $ 88.6      19.1  %    $ 0.47      $ 0.39      $ 127.3      42.9   %   $ 0.69      $ 0.57
operations -
GAAP
Acquired
intangible           18.2      7.3   %      0.10        0.10        18.4      4.0   %      0.10        0.09        19.1       6.4    %     0.10        0.09
asset
amortization
Pension
mark-to-market       18.3      7.4   %      0.10        0.10        1.9       0.4   %      0.01        0.01        9.5        3.2    %     0.05        0.05
adjustments
^(1)
Income tax
adjustment           (10.7 )   -4.3  %      (0.06 )     (0.06 )     (4.7  )   -1.0  %      (0.03 )     (0.02 )     -          -            -           -
^(3)
Interest and         3.6       1.4   %      0.02        0.02        3.5       0.8   %      0.02        0.02        3.2        1.1    %     0.02        0.02
other ^(4)
Restructuring
and other, net       (0.3  )   -0.1  %      (0.00 )     (0.00 )     0.7       0.2   %      0.00        0.00        5.3        1.8    %     0.03        0.03
^(2)
Deferred tax
valuation            -         -            -           -           -         -            -           -           (144.3 )   -48.6  %     (0.79 )     (0.71 )
allowance
Inventory            -         -            -           -           -         -            -           -           12.2       4.1    %     0.07        0.06
step-up
Convertible
share               -        -          -         -         -        -          -         0.04      -         -          -         0.06  
adjustment
^(5)
Income from
continuing         $ 12.6     5.1   %    $ 0.07     $ 0.07     $ 108.4    23.4  %    $ 0.58     $ 0.53     $ 32.3      10.9   %   $ 0.18     $ 0.17  
operations -
non-GAAP
                                                                                                                                                     
GAAP and
non-GAAP
weighted             187.7                                          187.4                                          183.5
average common
shares - basic
GAAP weighted
average common       187.7                                          229.2                                          222.9
shares -
diluted
Include GAAP
dilutive             3.7                                            -                                              -
shares
Exclude
dilutive
shares from         -                                            (21.9 )                                       (20.4  )
convertible
note
Non-GAAP
weighted
average common      191.4                                        207.3                                        202.5  
shares -
diluted ^(5)
                                                                                                                                                     
                                                                                                                                                     
(1)Actuarial loss recognized under GAAP in accordance with the Company's mark-to-market pension accounting.
                                                                                                                                                     
(2)Restructuring and other, net consists of:
                   Quarter Ended
                   December                                       September                                      December
                   31, 2012                                       30, 2012                                       31, 2011
Contingent
consideration      $ (0.3  )                                      $ -                                            $ -
fair value
adjustment
Employee             -                                              0.7                                            -
severance
Non-U.S.
pension              -                                              -                                              2.0
settlement
Acquisition         -                                            -                                            3.3    
costs
                   $ (0.3  )                                      $ 0.7                                         $ 5.3    
                                                                                                                                                     
                                                                                                                                                     
(3)For the quarters ended December 31, 2012 and September 30, 2012, adjustment to record income tax provision on a cash basis.
                                                                                                                                                     
(4)For the quarters ended December 31, 2012, September 30, 2012 and December 31, 2011, Interest and Other included non-cash convertible debt interest.
                                                                                                                                                     
(5)For the quarters ended September 30, 2012 and December 31, 2011, the calculation of non-GAAP diluted earnings per share gives benefit to the Company's
call option on its stock for 34.7 million shares at $5.48. As a result, 16.8 million and 14.7 million shares, respectively, have been included in non-GAAP
diluted shares and net interest expense of $2.3 million has been added back to non-GAAP net income for the non-GAAP diluted earnings per share calculation.

                                                                                              
                                                                                                       
                 Year Ended
                 December      % of Net                           December      % of Net
                 31, 2012      Revenues                           31, 2011      Revenues
                                                                                                       
Net Revenues     $ 1,656.8                                        $ 1,429.1
                                                                                                       
Gross profit -   $ 886.0         53.5 %                           $ 711.9       49.8   %
GAAP
Inventory          6.1           0.4  %                             12.2        0.9    %
step-up
Pension
mark-to-market    9.0         0.5  %                            4.0        0.3    %
adjustments
^(1)
Gross profit -   $ 901.1         54.4 %                           $ 728.1       50.9   %
non-GAAP
                                                                                                       
Income from
operations -     $ 287.4         17.3 %                           $ 229.8       16.1   %
GAAP
Acquired
intangible         73.5          4.4  %                             40.5        2.8    %
asset
amortization
Inventory          6.1           0.4  %                             12.2        0.9    %
step-up
Pension
mark-to-market     23.3          1.4  %                             13.7        1.0    %
adjustments
^(1)
Restructuring
and other, net    (7.7    )    -0.5 %                            8.5        0.6    %
^(2)
Income from
operations -     $ 382.6       23.1 %                           $ 304.7      21.3   %
non-GAAP
                                                                                                       
                                          Income                                           Income

                                          per Common Share                                 per Common Share

                                          from Continuing                                  from Continuing
                                          Operations                                       Operations
                 December      % of Net   Basic      Diluted     December      % of Net   Basic      Diluted
                 31, 2012      Revenues                           31, 2011      Revenues
Income from
continuing       $ 217.0         13.1 %   $ 1.16      $ 0.94      $ 342.0       23.9   %   $ 1.85      $ 1.51
operations -
GAAP
Acquired
intangible         73.5          4.4  %     0.39        0.35        40.5        2.8    %     0.22        0.20
asset
amortization
Income tax
adjustment         11.5          0.7  %     0.06        0.06        -           -            -           -
^(3)
Interest and       13.8          0.8  %     0.07        0.07        12.0        0.8    %     0.06        0.06
other ^(4)
Inventory          6.1           0.4  %     0.03        0.03        12.2        0.9    %     0.07        0.06
step-up
Pension
mark-to-market     23.3          1.4  %     0.12        0.11        13.7        1.0    %     0.07        0.07
adjustments
^(1)
Restructuring
and other, net     (7.7    )     -0.5 %     (0.04 )     (0.04 )     8.5         0.6    %     0.05        0.04
^(2)
Deferred tax
valuation          -             -          -           -           (144.3  )   -10.1  %     (0.78 )     (0.70 )
allowance
Convertible
share             -           -        -         0.15      -          -          -         0.19  
adjustment
^(5)
Income from
continuing       $ 337.5       20.4 %   $ 1.81     $ 1.67     $ 284.6      19.9   %   $ 1.54     $ 1.43  
operations -
non-GAAP
                                                                                                       
GAAP and
non-GAAP
weighted           186.9                                            184.7
average common
shares - basic
GAAP weighted
average common     230.2                                            226.8
shares -
diluted
Exclude
dilutive
shares from       (22.4   )                                       (21.5   )
convertible
note
Non-GAAP
weighted
average common    207.8                                          205.3   
shares -
diluted ^(5)
                                                                                                       
                                                                                                       
(1)Actuarial loss recognized under GAAP in accordance with the Company's mark-to-market pension accounting.
                                                                                                       
(2)Restructuring and other, net consists of:
                 Year Ended
                 December                                         December
                 31, 2012                                         31, 2011
Contingent
consideration    $ (8.8    )                                      $ -
fair value
adjustment
Employee           1.1                                              1.3
severance
Acquisition        -                                                4.6
costs
Non-U.S.
pension            -                                                3.0
settlement
Facility          -                                              (0.4    )
related
                 $ (7.7    )                                      $ 8.5     
                                                                                                       
(3)For the year ended December 31, 2012, adjustment to record income tax provision on a cash basis.
                                                                                                       
(4)For the year ended December 31, 2012 and 2011, Interest and Other included non-cash convertible debt
interest.
                                                                                                       
(5)For the year ended December 31, 2012 and 2011, the calculation of non-GAAP diluted earnings per share gives
benefit to the Company's call option on its stock for 34.7 million shares at $5.48. As a result, 17.4 million
and 16.2 million shares, respectively, have been included in non-GAAP diluted shares and net interest expense of
approximately $9.3 and $9.6 million, respectively, has been added back to non-GAAP net income for the non-GAAP
diluted earnings per share calculation.
                                                                                                       
                                                                                                       
The following sets forth a reconciliation of free cash flow, a non-GAAP financial measure, to net cash provided
by operating activities, a GAAP measure, which we believe to be

the GAAP financial measure most directly comparable to free cash flow.
                               Year
                               Ended
                               December
                               31, 2012
Net cash flow
from                           $ 404
continuing
operations
Include
property,                       (119 )
plant and
equipment
Non-GAAP cash
flow from                      $ 285  
continuing
operations

                                  
                                                               
GAAP to Non-GAAP Reconciliation of First Quarter 2013 guidance:
                                                               
GAAP and non-GAAP first                 $260 million      to   $280 million
quarter revenue guidance:
GAAP loss from continuing               $     (0.06   )        $    (0.01   )
operations per diluted share
Exclude acquired intangible                   0.10                  0.10
asset amortization
Exclude non-cash convertible                  0.02                  0.02
debt interest
Exclude non-cash income tax                  (0.07   )            (0.06   )
benefit
Non-GAAP (loss) income from
continuing operations per               $     (0.01   )        $    0.05
diluted share
                                                               
For press releases and other information of interest to investors, please
visit Teradyne's homepage at http://www.teradyne.com.

Contact:

Teradyne, Inc.
Andy Blanchard 978-370-2425
Vice President of Corporate Relations