(a) Financial Statements of Businesses Acquired.

The following unaudited interim condensed consolidated financial statements of Nextest Systems Corporation ("Nextest") are attached hereto as Exhibit 99.1:

Nextest Condensed Consolidated Financial Statements as of December 29, 2007 and June 30, 2007 and for the three and six month periods ended December 29, 2007 and December 23, 2006.

The following audited consolidated financial statements of Eagle Test and the related report of its independent auditor is attached hereto as Exhibit 99.3 and incorporated herein by reference:

Eagle Test Systems, Inc. Consolidated Financial Statements as of September 30, 2008 and 2007 and for the years ended September 30, 2008, 2007 and 2006.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined balance sheet of Teradyne as of September 28, 2008 and unaudited pro forma condensed combined statements of operations for the year ended December 31, 2007 and for the nine months ended September 28, 2008 and the notes to such unaudited pro forma condensed combined financial statements are attached hereto as Exhibit 99.2 and incorporated herein by reference.

(d) Exhibits

Exhibit      Description

23.1         Consent of Ernst & Young LLP

99.1         Nextest Unaudited Condensed Consolidated Financial Statements December
             29, 2007 and June 30, 2007 and for the three and six month periods
             ended December 29, 2007 and December 23, 2006.

99.2         Unaudited Pro Forma Condensed Combined Balance Sheet of Teradyne as of
             September 28, 2008 and Unaudited Pro Forma Condensed Combined
             Statement of Operations of Teradyne for the year ended December 31,
             2007 and for the nine months ended September 28, 2008 and the notes to
             such unaudited pro forma condensed combined financial statements.

99.3         Eagle Test Systems, Inc. Consolidated Financial Statements as of
             September 30, 2008 and 2007 and for the years ended September 30,
             2008, 2007 and 2006.