Item 2.02. Results of Operations and Financial Condition.

The statement in Item 2.06 below regarding expected operating results for the third quarter of fiscal 2008 is incorporated herein by reference.

Item 2.06. Material Impairments.

As a result of the sharp decrease in forecasted semiconductor demand coupled with a product transition, on October 14, 2008, Teradyne, Inc. ("Teradyne") determined that an inventory charge of approximately $20 million to $22 million will be recorded in its results of operations for the third quarter of fiscal 2008, which ended on September 28, 2008. The estimated impact of the inventory charge is ($0.12) to ($0.13) per diluted share. Future cash expenditures, subsequent to September 28, 2008, related to this inventory charge are estimated at approximately $6 to $7 million.

Safe Harbor Statement

This Form 8-K contains statements regarding the inventory charge, total estimated inventory charges and projected earnings per share, which are "forward-looking statements" as defined under Section 21E of the Securities Exchange Act of 1934. Such statements are based on the current assumptions and expectations of Teradyne's management and are neither promises nor guarantees but involve risks and uncertainties, both known and unknown, that could cause actual results to differ materially from those discussed in the forward-looking statements. Reference is made to the discussion of risk factors detailed in our filings with the Securities and Exchange Commission, including, but not limited to, Teradyne's annual report on Form 10-K for the period ending December 31, 2007. The "forward-looking statements" included herein are made only as of the date of publication and Teradyne undertakes no obligation to update the information set forth in this Form 8-K.

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