Teradyne Announces Filing of Registration Statement

BOSTON--(BUSINESS WIRE)--Dec. 21, 2001--Teradyne, Inc. (NYSE: TER) announced today that it filed a registration statement with the Securities and Exchange Commission for the resale of its outstanding 3.75% Convertible Senior Notes due October 15, 2006 and the shares of its Common Stock into which such notes are convertible. All of the securities included in the registration statement will be offered by certain securityholders of the Company. The Company will not receive any proceeds from the resale of the notes or the underlying Common Stock by the selling securityholders.

The registration statement relating to these securities has been filed with the Securities and Exchange Commission, but has not yet become effective. Public resale of these securities may not be made nor may offers from the public to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.

SAFE HARBOR STATEMENT

Statements in this release, other than historical performance, include forward-looking statements relating to future financial performance made under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that all forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from expectations. In particular, our business is dependent on the current and anticipated market demand for electronics, which has been impacted by the economic slowdown that began in the latter portions of 2000. The uncertainty regarding the growth rate of the worldwide economy economies has caused companies to reduce capital investment. These cutbacks have been particularly severe in the electronics and semiconductor industry which Teradyne serves and have contributed to Teradyne incurring losses in recent periods. While in the past our diverse businesses have allowed us to perform better than some companies in periods of economic decline, there is no guarantee that this will be the case currently. In addition, the markets which Teradyne serves have historically been quite cyclical, and they are currently in a period of oversupply. Further, our backlog has and may continue to be affected as customers continue to defer or cancel orders, which previously had been accepted. Both of these factors could result in further decreased revenues. Our business is also affected by our ability to develop and ship new and sometimes more complex products to address changing customer needs, by new offerings by competitors and by intense competition throughout the world in each of our operating segments from competitors having substantial resources available for the engineering, manufacturing, marketing and distribution of their products. The economic decline and the resulting oversupply could increase the possibility of intensified price competition in certain markets and result in the need to lower our prices, which could result in decreased revenues. In addition, our recent acquisition of GenRad, Inc. could affect our ability to manage and maintain our business. Further, as a result of the issuance of the convertible notes referred to above, we have substantially increased our debt service obligations and ratio of debt to total capitalization. If our cash flow should be insufficient to meet these obligations, we might have to reduce or curtail other activities of our business. Finally, our ongoing and recently announced expense control measures may not have the intended effect on our future financial results. These measures could have long-term effects on our business by reducing our pool of technical talent, decreasing improvements in our products and making it more difficult for us to respond to large customer orders if the economy does not recover. Teradyne undertakes no obligation to update the information contained in this release. For further information regarding risks and uncertainties associated with Teradyne's business, please refer to Teradyne's filings with the Securities and Exchange Commission, including, but not limited to, Teradyne's annual report on Form 10-K and quarterly reports on Form 10-Q. Any forward-looking statements should be considered in light of all these factors.