0000096879-95-000018.txt : 19950811 0000096879-95-000018.hdr.sgml : 19950811 ACCESSION NUMBER: 0000096879-95-000018 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 19950527 FILED AS OF DATE: 19950810 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEKTRONIX INC CENTRAL INDEX KEY: 0000096879 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 930343990 STATE OF INCORPORATION: OR FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04837 FILM NUMBER: 95560390 BUSINESS ADDRESS: STREET 1: 2660 SW PKWY CITY: WILSONVILLE STATE: OR ZIP: 97070 BUSINESS PHONE: 5036277111 MAIL ADDRESS: STREET 1: P O BOX 100 CITY: WILSONVILLE STATE: OR ZIP: 97070-1000 10-K 1 1995 ANNUAL REPORT ON FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended May 27, 1995 or [ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _____ to ____ Commission file number 1-4837 TEKTRONIX, INC. (Exact name of Registrant as specified in its charter) Oregon 93-0343990 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 26600 S.W. Parkway Avenue Wilsonville, Oregon 97070 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (503) 627-7111 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered ___________________ ________________________ Common Shares, New York Stock Exchange without par value Pacific Stock Exchange Series A No Par Preferred New York Stock Exchange Shares Purchase Rights Pacific Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ___X___. No_______. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting stock held by non- affiliates of the Registrant was approximately $1,562,135,114 at July 31, 1995. At July 31, 1995 there were 33,380,920 Common Shares of the Registrant outstanding. DOCUMENTS INCORPORATED BY REFERENCE ___________________________________ Document Part of 10-K into which incorporated ________ ____________________________________ Registrant's Proxy Statement Part III dated August 3, 1995 1995 Annual Report to Shareholders Parts I, II and IV PART I Item 1. Business. Tektronix is an Oregon corporation organized in 1946. Its principal executive offices are located at 26600 S.W. Parkway Avenue, Wilsonville, Oregon 97070, approximately 18 miles south of Portland. Its telephone number is (503) 627-7111. References herein to "Tektronix" or the "Company" are to Tektronix, Inc. and its wholly-owned subsidiaries unless the context indicates otherwise. Tektronix' products cover a wide range of electronic equipment. The Company's products may be grouped into three classes of similar products as follows: (i) measurement business products, (ii) color printing and imaging products and (iii) video and networking products. Measurement business products include digital and analog oscilloscopes, general purpose test instruments, television waveform monitors, vectorscopes, signal generators, logic analyzers, card-modular test instruments, spectrum analyzers, cable testers, optical fiber testers, cameras, probes and related products. Color printing and imaging products include color printers and related products and supplies. Video and networking products include studio production equipment, signal processing and distribution equipment, transmission systems, graphics terminals and related products. Products ________ The table below sets forth the contribution to total net sales of the Company's product groupings for the last three fiscal years (in thousands of dollars).
Measurement Color Printing Video and Business and Imaging Networking Other Products Products Products (2) Products (3) _______________ _______________ _______________ ______________ Amount Percent Amount Percent Amount Percent Amount Percent ______ _______ ______ _______ ______ _______ ______________ 1993 (1) $708,657 54.2% $248,413 19.0% $250,866 19.2% $98,703 7.6% 1994 (1) $671,042 50.6% $313,475 23.7% $241,832 18.3% $98,632 7.4% 1995 (1) $731,197 49.7% $455,041 30.9% $276,813 18.8% $ 8,727 .6% __________ (1) During 1995 the Company acquired Microwave Logic, Inc. under a pooling of interests, and the Company's financial results for 1993, 1994 and 1995 have been restated to include Microwave Logic's results for these three fiscal years. (2) This is a combination of the Video Systems and Network Displays products groups which were reported as separate groups in 1994. (3) The Other product grouping includes the historic net sales to third parties by the non-strategic components and other business operations that the Company divested in 1994 and 1995.
1 Measurement Business Products _____________________________ Because of their wide range of capabilities, measurement business products are used in a variety of applications, including research, design, testing, installation, manufacturing and service in the computer, military, commercial aerospace, telecommunications, television, process control and automotive industries. Tektronix pioneered the development of high precision oscilloscopes over 45 years ago, and the oscilloscope is the Company's primary measurement product. Oscilloscopes are used by engineers and technicians when an electrical signal needs to be viewed, measured, tested or calibrated. Oscilloscopes are used extensively in the computer, communications, aerospace and other industries for design, manufacturing and maintenance. In addition to electrical signals, oscilloscopes can be adapted to measure mechanical motion (vibration), sound, light, heat, pressure, strain and velocity. Oscilloscopes produce graphic representations of electrical signals on a cathode ray tube or other display device. Normally, the display shows the signal as a graph of its amplitude over a certain period of time, which may range from minutes to less than a billionth of a second. Oscilloscopes provide a convenient way to visually monitor and interpret analog electrical fluctuations, mechanical motion and sound. The development of the microprocessor and associated growth in microprocessor-based devices stimulated both the existing analog markets and new digital markets. In addition, the microprocessor made possible significant improvements in oscilloscope design and performance. Most of the oscilloscopes and other measurement products manufactured by Tektronix feature digital storage and conversion functions, programmable operations, the ability to work in conjunction with personal computers and workstations and combinations of these capabilities. In addition, trends toward smaller microelectronic devices have opened new segments for specialized measurement equipment probes and other related equipment, such as connectors, adapters and cards, and cameras and plotters to record displayed waveforms. Recently, Tektronix redesigned a substantial portion of its oscilloscope product line to provide a consistent "architecture" across products and to enhance ease of use. Because the Company manufactures oscilloscopes in a wide range of configurations, bandwidths and other performance characteristics and in sizes ranging from hand-held to large laboratory units, this redesign provides customers with reduced learning time and higher productivity. The redesign also reduces the time required by the Company to develop new products because many essential 2 user interface aspects have been standardized. Some elements of this redesign also have been patented and provide the Company with certain competitive advantages. The Company also offers modular instruments delivered on printed circuit cards that can be mixed and matched by customers and plugged directly into the backplane of industry- standard VXI-based card cages. These are controlled by personal computers or workstations to form complete instrument systems tailored to customers' particular requirements. A number of measurement products are now available in the VXI standard, which products are used primarily in manufacturing applications. Tektronix has been instrumental in the development of VXI-based hardware and software industry standards. Measurement business products also include video and audio test products. Video and audio test products include vectorscopes, waveform monitors, signal generators, automated test equipment, demodulators, aural modulation monitors and synchronizers which are used primarily by the television industry to test and display the quality of video and audio signals. The resolution of images and the fidelity of sounds, as well as the stability of the signals that carry them, are essential to program quality. Tektronix' video and audio test products excel at the many forms of test and measurement vital to creating and maintaining signals of the highest quality. Market changes are driving the development of new categories of products from Tektronix. The proliferation of electronic technology is requiring technicians and craftspeople to use smart electronic tools for electronic problem detection in areas such as automotive and electrical equipment repair and maintenance. TekTools , Tektronix' line of hand-held, smart and rugged products, are designed specifically for these markets. Under the TekTools brand are a number of products such as a family of Digital Multimeters and a new line of products, the TekMeter family, that combine the functionality of a multimeter and oscilloscope into one product, and a number of accessories. An automotive version of the TekMeter has been developed for automotive electronic troubleshooting and repair and is being distributed to automotive service centers through third-party distributors that specialize in distribution to the automotive market. Currently, the TekTools product family includes products priced from below $100 up to about $2,000. While TekTools are battery powered portable products, the Company also markets a line of lower priced benchtop basic instruments such as frequency counters, multimeters, power supplies and oscilloscopes under the Tek Bench trademark. Applications include education, light manufacturing, electronic troubleshooting and basic electronic design. 3 Other measurement business products include logic analyzers, spectrum analyzers and cable and fiber optic testers. Logic analyzers are a principal tool for electronic designers, engineers and technicians in testing and trouble- shooting computers, computer peripheral devices and digital electronic systems and instruments. Logic analyzers capture, display and examine streams of data coded as binary digits (bits), which are transmitted simultaneously over many channels. The Company's Digital Analysis System (DAS), a broad application logic analyzer, combines logic analysis and pattern generation by using card modular plug-in units to permit a range of performance in one system. The DAS is also used by software engineers in the development and optimization of microprocessor-based designs. Spectum analyzers are used in communications and other industries to display and measure signal amplitude versus frequency rather than amplitude versus time (the latter being what an oscilloscope displays). It is an essential tool used to design, check and adjust communications transmitting and receiving equipment. Products designed for the telecommunications industry play an increasingly important role in the Company's measurement business portfolio. Tektronix is a leading supplier of a broad range of test solutions for emerging networks, designed for ensuring integrity and optimizing performance of networks, and verifying design and assuring quality of communications equipment. Cable testers and fiber optic testers use time- domain-reflectometry techniques to locate faults in metallic and fiber optic cables. Essentially, these instruments send signals from one end of a cable and then measure the reflection time of the signals to determine the location of the fault. Cable testers and fiber optic testers are widely used in the telecommunication and cable television industries. The Company also has developed a series of products for SDH or SONET transmission testing in the telecommunications industry. The Company's recent acquisition of Microwave Logic, Inc., strengthens the Company's offerings in this product area. Other measurement business products include digitizers, signal sources, curve tracers and modular lines of general purpose test instruments. Color Printing and Imaging Products ___________________________________ Tektronix' color printing and imaging products include color printers and related products and supplies. Color printers produce full color hard copies of images produced by personal computers, workstations and terminals. Most of the Company's printers are compatible with the Postscript 4 industry standard page description language, which specifies how an image is transferred to hard copy. By adopting the Postscript standard, color printers can be used in conjunction with a wide range of third-party graphics software. Tektronix produces color printers using thermal wax, solid ink jet, liquid ink jet, dye sublimation and laser technologies. The printers are controlled by software designed and implemented by the Company. Tektronix has developed proprietary technology that uses solid sticks of ink, of the Company's own formulation, that are melted and then jetted onto the paper. This technology produces vivid and stable images, allows printing on plain rather than coated paper and can be applied to a wide range of sizes and gauges of paper. The use of color in computing and printing has been stimulated by enhancements in the underlying microprocessor technology of personal computers and workstations, by increasingly larger system and peripheral storage capabilities, and by enhancements in computer display capability. As personal computers increasingly become capable of displaying images (instead of just characters), there has been an accompanying growth in demand for printers that can print such images in color. Tektronix has been manufacturing and selling color printers for over ten years. Early users were graphics artists, engineers and scientists. More recently workgroup office users have also become significant users of the Company's color printers. In March of 1995, the Company introduced its Phaser 340, a new desktop color printer that provides a high print speed on virtually any office paper. The Phaser 340 printer combines laser-class speed and solid-ink simplicity intended to broaden the appeal of color for the average business user and help move color into the office printing environment. While the market for color printers is currently growing rapidly, it is still much smaller than the market for monochrome printers. Moreover, it is characterized by intense and increasing competition, resulting in a competitive pricing environment. Because the market for color hard copy is still small compared to the market for monochrome printers, distribution of products from manufacturer to end user is less efficient. The Company expects distribution channels to expand as color hard copy becomes a more prominent feature in computer applications. Also included in color printing and imaging products are supplies for use with the Company's color printers, including inks, ribbons and paper. These supplies are a very significant source of ongoing color printing and imaging revenue. 5 Video and Networking Products _____________________________ The increasing use of television to communicate a broad array of information and entertainment has created markets for a number of products that support the development of "content" for distribution by television signals. As television distribution systems become more powerful, there is greater potential for increased usage via integration of computer applications with television. Those trends, coupled with the increasing use of cable and satellite to distribute content, are expanding the market for Tektronix' video products. These trends may result in increased demand for lower cost production products based on industry standard platforms and for systems that support the development and distribution of new forms of content. Most video products are from The Grass Valley Group, Inc. ("Grass Valley"), a wholly-owned subsidiary of the Company based in California that manufactures products used by the television industry for program production and distribution. Grass Valley products include studio production equipment, signal processing and distribution equipment and transmission systems. Studio production equipment is used in the creative process of television program production and assembly. Production equipment products include production switchers, special effects devices and editing controllers. Production switchers allow an operator to select signals from various sources, such as cameras, video tape recorders and network or remote transmissions, and to combine these signals into the continuous program seen by the viewing audience. Signal processing and distribution equipment is used in the process of moving signals within a television production facility or between facilities. Such equipment includes routing switchers, amplifiers, timing systems and signal conversion devices. Transmission systems are used in the process of transporting signals between facilities. Transmission system products include fiber optic video transmitter/receiver systems, digital video coders/decoders, cross-connect switches and interactive conferencing systems including distance learning systems. Grass Valley's customers include the television networks, local television stations, post-production houses (which assemble commercials and television programs from recorded footage), telephone and cable companies and corporate and educational users. In 1995 Grass Valley sold its electronic graphics systems business to Digital GraphiX, Inc. (formerly New Microtime Inc.) but it continues to distribute these products under a distribution agreement with Digital GraphiX. In June 1995 the Company acquired Lightworks Editing Systems Limited, a United Kingdom company, and Lightworks Editing System, Inc., a California corporation ("Lightworks"). Lightworks designs, manufactures and distributes non-linear editing systems used for film and video editing. 6 Video products include the Company's new Profile product which is a disk-based, multi-channel video storage and playback system. In contrast to conventional tape storage technology, the Profile system provides instant access to stored video images and better reliability due to the durability of the media. The Company's major networking product line is its X terminals, which are standards-based graphics terminals that also provide multiple windowing and networking capability. The Company's X terminals connect users with a host computer and other devices, such as a printer, that make up a computing system. Many X terminal applications involve a central "server" (containing applications and data) connected to multiple terminals, thereby allowing a number of users to access those applications and data. The Company no longer manufactures its older line of proprietary graphics terminals, but it still has a service business for its installed base for such products. This service business has continually declined as the installed base of these proprietary graphics terminals declines. X terminal products are based on standard architecture originally developed by the Massachusetts Institute of Technology. As a result, it is difficult for any manufacturer to develop a proprietary advantage in either the underlying hardware or in elements of the operating system. As a result, competition in the X terminals market is intense. The Company's graphics terminals have historically been used in technical applications such as mechanical engineering design, drafting and mapping. As a result, the Company has enjoyed a strong position in the technical and scientific segments of the market. Recently, the market has expanded and shifted to commercial applications from scientific and engineering applications. In accordance with this trend, recent additions to the Company's X terminal product line focus on new commercial and business applications, as well as engineering applications. Commercial customers now account for a major portion of the Company's X terminal revenues. Networking products include WinDD software that provides Microsoft Windows access to the UNIX desktop. Manufacturing _____________ During 1994, the Company sold its integrated circuits operation to Maxim Integrated Products, Inc. and transferred its hybrid circuits operation to a joint venture with Maxim, and in early 1995 completed the sale of approximately 65% of the stock of its printed circuit board operation in the initial public offering of Merix Corporation. As a result of these activities and other recent component operation divestitures, the Company's manufacturing operations are no longer highly integrated. The Company has entered into supply agreements with each of the 7 companies now operating the respective component operations and, as a result, believes that the Company will be able to acquire the required components as needed. Other companies also manufacture special components for Tektronix. Tektronix also purchases raw materials, components, data processing equipment and computer peripheral devices for use in its products and systems. Such purchased materials and components are generally available to Tektronix as needed. Although shortages of such items have been experienced from time to time, Tektronix believes that such shortages will not have a material adverse effect on the Company. Tektronix owns substantially all of its manufacturing facilities. Its primary manufacturing facilities are located in or near the Portland, Oregon metropolitan area. Some of Tektronix' products, components and accessories are assembled in the Peoples Republic of China and in Hong Kong. Tektronix recently completed a previously announced plan to transform its Heerenveen plant from a manufacturing operation to a logistics center. Grass Valley's products are manufactured near Grass Valley, California. See Item 2, "Properties" for a more detailed description of the Company's manufacturing facilities. Certain Tektronix products are assembled for the Asian market at plants in Tokyo and Gotemba, Japan by Sony/Tektronix Corporation, a Japanese corporation equally owned by Tektronix and Sony Corporation. Sony/Tektronix also designs and manufactures small, lightweight portable oscilloscopes, benchtop semiconductor testers and digitizers in Japan for sale worldwide. Sales and Distribution ______________________ Tektronix maintains its own worldwide sales engineering and field maintenance organization, staffed with technically trained personnel. Sales in the United States, Canada, Brazil, the United Kingdom, Germany, France, Italy, Spain, The Netherlands, Belgium, Sweden, Denmark, Norway, Finland, Switzerland, The Republic of Ireland, Australia, Austria, Hong Kong, Taiwan, Singapore and Mexico are made primarily through field offices of the Company and its subsidiaries located in principal market areas. Sales of Tektronix products in the Peoples Republic of China are made through liaison offices of a Hong Kong subsidiary of the Company. Sales of joint venture products in the Peoples Republic of China are made by three companies which are joint ventures between Tektronix and three different Peoples Republic of China corporations. Except for Grass Valley products, sales in Japan are made by Sony/Tektronix Corporation. Sales in India are made by Hinditron Tektronix Instruments, Ltd., an Indian company which is 62% owned by Tektronix. Many of the Company's products are sold in whole or in part through independent distributors throughout the United 8 States and in some other countries. Certain of the Company's independent distributors also sell products manufactured by the Company's competitors. In some countries, all sales are made either directly by Tektronix or by independent representatives to whom Tektronix provides direct technical and administrative assistance. A number of the Tektronix field offices also perform major maintenance and reconditioning operations. Tektronix' principal customers are electronic and computer equipment manufacturers, private industrial concerns engaged in commercial or governmental projects, military and nonmilitary agencies of the United States and of foreign countries, public utilities, educational institutions, radio and television stations and networks, graphics arts companies and users of sophisticated office products. Certain products are sold both to equipment users and to original equipment manufacturers. During the last fiscal year, United States Government agencies accounted directly for approximately two percent of Tektronix' consolidated sales as compared with approximately three percent for the prior year. During the last five years, direct sales to United States Government agencies ranged from two to six percent. The balance of sales during each year was distributed among several thousand other customers, with no other single customer accounting for as much as three percent. The Company believes that sales directly related to United States Government expenditures (excluding sales to the United States Government) were approximately three percent of Tektronix' consolidated sales for the last fiscal year. Contracts involving the United States Government are subject, as is customary, to termination by the Government at its convenience. Most Tektronix product sales are sold as standard catalog items. Tektronix attempts to fill its orders as promptly as possible. At May 27, 1995, Tektronix' unfilled product orders amounted to approximately $165 million, as compared to approximately $108 million at May 28, 1994. Tektronix expects that substantially all unfilled product orders at May 27, 1995 will be filled during its current fiscal year. Orders received by the Company are subject to cancellation by the customer. International Sales ___________________ The following table sets forth the breakdown between U.S. and international sales, based upon purchaser location, for each of the last three fiscal years (in thousands of dollars): 9
U.S. Sales International Sales ___________________ ___________________ Amount Percent Amount Percent ______ _______ ______ _______ 1993 $717,995 54.9% $588,644 45.1% 1994 $743,794 56.1% $581,187 43.9% 1995 $755,079 51.3% $716,699 48.7%
See "Business Segments" in the Notes to Consolidated Financial Statements at page 33 of the Company's 1995 Annual Report to Shareholders, containing information on sales, operating income and assets by geographic area based upon the location of the seller, which is hereby incorporated by reference. Tektronix products are sold worldwide. European sales are made principally in Germany, France, the United Kingdom, Switzerland, Italy, Spain, Sweden, The Netherlands and Austria. Other international sales are principally in Japan, Korea, Canada and Australia. International sales include both export sales from the United States and sales by foreign subsidiaries. Fluctuating exchange rates and other factors beyond the control of Tektronix, such as the stability of international monetary conditions, tariff and trade policies and domestic and foreign tax and economic policies, affect the level and profitability of international sales. The Company is unable to predict the effect of these factors on its business. The Company hedges against certain currency exposures in order to minimize their impact. Research and Development ________________________ Tektronix operates in an industry characterized by rapid technological change and research and development are important elements in its business. Expenditures during fiscal years ended May 29, 1993, May 28, 1994 and May 27, 1995 for research and development amounted to approximately $158,345,000, $154,263,000 and $164,307,000, respectively. Almost all of these funds were Company-generated. Research and development activities are conducted by research and design groups and specialized product development groups within the three operating divisions. These activities include: (i) research on basic devices and techniques (ii) the design and development of products and components and specialized equipment and (iii) the development of processes needed for production. Most of Tektronix' research and development is devoted to enhancing and developing its own products. Patents _______ It is Tektronix' policy to seek patents in the United States and appropriate foreign countries for its significant patentable developments. However, electronic equipment as complex as most Tektronix products is generally not patentable in 10 its entirety. The Company believes that its business is not dependent to any material extent upon any particular patent or group of patents or upon any licensing arrangement. Competition ___________ The electronics industry continues to become more competitive, both in the United States and abroad. Primary competitive factors are product performance, technology, customer service, product availability and price. Tektronix believes that its reputation in the marketplace is also a significant positive competitive factor. With respect to many of its products, the Company competes with companies that have substantially larger resources. Tektronix is the world's largest manufacturer of oscilloscopes and no single competitor offers as complete a line. Tektronix is the leading manufacturer of test and measurement equipment for the television industry. Tektronix competes with a number of companies in specialized areas of other test and measurement products, and it competes with one large company that sells a broad line of test and measurement products. Tektronix is a leader in the market for workgroup color printers and the leader in dye sublimation, liquid ink jet, solid ink jet and thermal wax color printers. Tektronix competes with a number of electronics firms that manufacture specialized equipment for the television industry, both with respect to its television test and measurement products and the products of Grass Valley. Grass Valley is the leading manufacturer of high-performance production switchers, a leading manufacturer of high-performance distribution/processing equipment and a significant factor in its other markets. Tektronix is the third leading supplier of X terminals. Employees _________ At May 27, 1995, Tektronix had 7,619 employees, of whom 1,467 were located in foreign countries. Tektronix' employees in the United States and most foreign countries are not covered by collective bargaining agreements. The Company believes that relations with its employees are good. Environment ___________ The Company's facilities are subject to numerous laws and regulations concerning the discharge of materials into the environment, or otherwise relating to protection of the environment. Compliance with these laws has not had and is not 11 expected to have a material effect upon the capital expenditures, earnings or competitive position of the Company. Executive Officers of the Company _________________________________ The following are the executive officers of the Company:
Has Served As An Executive Officer of Name Position Age Tektronix Since ____ ________ ___ _______________ Jerome J. Meyer Chairman of the 57 1990 Board, Chief Executive Officer and President William D. Walker Vice Chairman of 64 1992 (also the Board, Director served in 1990 and from 1969 to 1984) John P. Karalis Senior Vice President, 57 1992 Corporate Development and Secretary Carl W. Neun Senior Vice President 51 1993 and Chief Financial Officer Lucie J. Fjeldstad Vice President and 51 1995 President, Video and Networking Division Gerald Perkel Vice President and 39 1995 President, Color Printing and Imaging Division Daniel Terpack Vice President and 54 1993 President, Measurement Business Division Rudi Lamprecht Vice President and 46 1994 President, European Operations Timothy E. Vice President and 42 1991 Thorsteinson President, Pacific Operations
12
Has Served As An Executive Officer of Name Position Age Tektronix Since ____ ________ ___ _______________ John W. Vold Vice President and 65 1991 President, Americas Operations
The executive officers are elected by the board of directors of the Company at its annual meeting. Executive officers hold their positions until the next annual meeting or until their successors are elected, or until such tenure is terminated by death, resignation or removal in the manner provided in the bylaws. There are no arrangements or understandings between executive officers or any other person pursuant to which the executive officers were elected and none of the executive officers are related. All of the executive officers named have been employed by Tektronix in management positions for the last five years except: Mr. Jerome J. Meyer who joined Tektronix in 1990 and prior to that time served as President of the industrial business of Honeywell, Inc. ("Honeywell") (from 1988 to 1990), President and Chief Executive Officer of Honeywell Bull, Inc., now known as Bull HN Information Systems, Inc. (from 1987 to 1988) and a Vice President of Honeywell (from 1986 to 1987); Mr. John W. Vold who joined Tektronix in 1991 and from 1987 to 1991 was Executive Vice President of Bull HN Information Systems, Inc., and prior to that time was Vice President of the Airborne Products Division of Unisys Corporation; Mr. Timothy E. Thorsteinson who joined Tektronix in 1991 and from 1990 to 1991 was Director of Quality Performance of National Semiconductor Corporation ("National Semiconductor") and prior to that time held a number of management positions in human resources management at National Semiconductor; Mr. John P. Karalis who joined Tektronix in 1992 and prior to that time was with the law firm of Brown and Bain (from 1989 to 1992) and Vice President and General Counsel of Apple Computer, Inc. (from 1987 to 1989); Mr. Carl W. Neun who joined Tektronix in 1993 and prior to that time served as Senior Vice President of Administration and Chief Financial Officer of Conner Peripherals, Inc., (from 1987 to 1993); Ms. Lucie Fjeldstad who joined Tektronix in 1995 and prior to that time was President and CEO of Fjeldstad International (from 1993 to 1995) and Vice President and General Manager, Multimedia of IBM Corporation (from 1990 to 1993); Mr. Rudi Lamprecht who joined Tektronix in 1993 and prior to that time was Sales Manager Europe for the Computer Systems Organization of Hewlett-Packard Company; and Mr. William D. Walker, who is not an employee of the Company and has been a director of the Company since 1980. 13 Item 2. Properties. A brief description of the location and general characteristics of the significant properties occupied by Tektronix in August of 1995 is set forth below. Tektronix believes that its operations are in compliance in all material respects with requirements relating to environmental quality and energy conservation. Tektronix owns a 265-acre industrial park (the "Howard Vollum Park") near Beaverton, Oregon. The Howard Vollum Park includes 23 buildings arranged in a campus-like setting and containing an aggregate of approximately 2.6 million gross square feet of enclosed floor space. A substantial portion of the Company's product manufacturing and administrative activities are located at Howard Vollum Park. The Company's measurement business products are manufactured primarily at Howard Vollum Park. The Company leases certain excess space at the Howard Vollum Park to other corporations. The Company's Color Printing and Imaging Division, Network Displays operation and corporate headquarters occupy three buildings containing approximately 596,000 square feet on a 167-acre tract owned by the Company in Wilsonville, Oregon, approximately 16 miles south of Howard Vollum Park. An additional 192,000 square foot building on the Company's Wilsonville property is leased to another corporation. All of the buildings described above were constructed after 1957 and are maintained in good condition. Warehouses, production facilities and other critical operations are protected by fire sprinkler installations. Most manufacturing, office and engineering areas are air-conditioned. The Company believes that its facilities described above are adequate for their intended uses. Capacity utilization within the Company varies between product area but, in general, the Company has the capacity to increase production substantially without adding significant plant capacity. Tektronix owns a 240-acre site six miles east of Vancouver, Washington (Vancouver is across the Columbia River from Portland, Oregon). The Company has leased the 485,000-square foot manufacturing facility that is situated on the site to another corporation. The property is surplus and the Company is attempting to sell it. Grass Valley's operating facilities are primarily housed in ten buildings containing a total of approximately 190,000 square feet of floor space on a 320-acre site owned by Grass Valley near Grass Valley, California, and three buildings containing a total of approximately 151,000 square feet on Grass Valley's 116-acre tract of land in the neighboring town of Nevada City. The Company intends to consolidate these operations on the Nevada City site, and the 320-acre Grass Valley site is currently 14 offered for sale. Grass Valley leases approximately 53,000 square feet for sales offices, primarily in the United States. A 109,000 square foot plant owned by Tektronix is located on 23 acres of land in Heerenveen, The Netherlands. Tektronix also owns a seven-acre site in Hoddesdon, England, with manufacturing buildings containing about 47,000 square feet which is leased to another corporation. Tektronix is attempting to sell this facility. A domestic field office in Chicago, Illinois, consisting of approximately 60,000 square feet, is owned by Tektronix. All other Tektronix U.S. field offices, aggregating approximately 217,000 square feet, are leased. Field offices near London (83,000 square feet) and Sydney, Australia (23,000 square feet) are located in buildings owned by the Company. Field offices in other foreign countries occupy leased premises. Item 3. Legal Proceedings. During this year's fourth quarter the Company settled the claims asserted against it by Mr. Jerome J. Lemelson as described in Item 3. of the Company's 10-K Report for 1994. There are no material pending legal proceedings. Item 4. Submission of Matters to a Vote of Security Holders. No matter was submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report. PART II Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters. The information required by this item is included on page 38 of the Company's 1995 Annual Report to Shareholders and is incorporated herein by reference. Item 6. Selected Financial Data. The information required by this item is included on page 39 of the Company's 1995 Annual Report to Shareholders and is incorporated herein by reference. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. 15 The information required by this item is included on pages 23 through 26 of the Company's 1995 Annual Report to Shareholders and is incorporated herein by reference. Item 8. Financial Statements and Supplementary Data. The information required by this item is included on pages 27 through 38 of the Company's 1995 Annual Report to Shareholders and is incorporated herein by reference. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. PART III Item 10. Directors and Executive Officers of the Registrant. The information required by this item regarding directors is included under "Board of Directors" and "Election of Directors" on pages 3 to 7 of the Company's Proxy Statement dated August 3, 1995. The information required by this item regarding officers is contained under "Executive Officers of the Company" in Item 1 of Part I hereof. The information required by Item 405 of Regulation S-K is included under "Compliance with Section 16(a) of the Exchange Act" on page 26 of the Company's Proxy Statement dated August 3, 1995. Item 11. Executive Compensation. The information required by this item is included under "Directors' Compensation" and "Executive Compensation" on pages 7 to 13 of the Company's Proxy Statement dated August 3, 1995. Item 12. Security Ownership of Certain Beneficial Owners and Management. The information required by this item is included under "Ownership of Shares" and "Election of Directors" on page 2 and 4 to 7 of the Company's Proxy Statement dated August 3, 1995. Item 13. Certain Relationships and Related Transactions. None. PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. 16 (a) (1) Financial Statements. ____________________ The following documents are included in the Company's 1995 Annual Report to Shareholders at the pages indicated and are incorporated herein by reference:
Page in 1995 Annual Report to Shareholders ______________________ Independent Auditors' Report 27 Consolidated Statements of Operations 28 Consolidated Balance Sheets 29 Consolidated Statements of Cash Flows 30 Consolidated Statements of Shareholders' 31 Equity Notes to Consolidated Financial Statements 32 to 38
(2) Financial Statement Schedules. _____________________________ No financial statement schedules are required to be filed with this report. Separate financial statements for the registrant have been omitted because the registrant is primarily an operating company and the subsidiaries included in the consolidated financial statements are substantially totally held. All subsidiaries of the registrant are included in the consolidated financial statements. Summarized financial information for 50 percent or less owned persons in which the registrant has an interest is included in the Notes to Consolidated Financial Statements appearing in the Company's Annual Report to Shareholders. (3) Exhibits: (3)(i) Restated Articles of Incorporation, as amended. Incorporated by reference to Exhibit (3) of Form 10-Q dated September 28, 1990, SEC File No. 1-4837. (ii) Bylaws, as amended. Incorporated by reference to Exhibit (3) of Form 10-Q dated April 6, 1995, SEC File No. 1-4837. (4)(i) Indenture dated as of November 16, 1987, as amended by First Supplemental Indenture dated as of July 13, 1993, covering the registrant's 7-1/2% notes due August 1, 2003. Indenture incorporated by reference to Exhibit 4(i) of Form 10-K dated August 22, 1990, SEC File No. 1-4837. 17 (ii) Pursuant to Item 601(b)(4)(iii) of Regulation S-K, the registrant agrees to furnish to the Commission upon request copies of agreements relating to other indebtedness. (10)(i) Restated Operating Performance Incentive Plan, as amended. Incorporated by reference to Exhibit (10)(i) of Form 10-Q dated April 15, 1988, SEC File No. 1-4837. (ii) 1982 Stock Option Plan, as amended. Incorporated by reference to Exhibit 10(iii) of Form 10-K dated August 22, 1989, SEC File No. 1-4837. (iii) Stock Incentive Plan, as amended. Incorporated by reference to Exhibit 10(ii) of Form 10-Q dated April 9, 1993, SEC file No. 1-4837. (iv) Restated Annual Performance Improvement Plan. Incorporated by reference to Exhibit 10(i) of Form 10-Q dated April 9, 1993, SEC File No. 1-4837. (v) Restated Deferred Compensation Plan. Incorporated by reference to Exhibit 10(i) of Form 10-Q dated December 20, 1984, SEC File No. 1-4837. (vi) Retirement Equalization Plan, as amended. Incorporated by reference to Exhibit 10(vii) of Form 10-K dated August 18, 1993, SEC File No. 1-4837. (vii) Severance Agreement entered into between the Company and its named officers. Incorporated by reference to Exhibit 10(viii)of Form 10-K dated August 18, 1993, SEC File No. 1-4837. (viii) Indemnity Agreement entered into between the Company and its named officers and directors. Incorporated by reference to Exhibit 10(ix) of Form 10-K dated August 18, 1993, SEC File No. 1-4837. (ix) Executive Severance Agreement. (x) Retention Incentive Agreement. Incorporated by reference to Exhibit 10(x) of Form 10-K dated August 11, 1994, SEC File No. 1-4837. 18 (xi) Executive Compensation and Benefits Agreement dated as of October 24, 1990. Incorporated by reference to Exhibit (10)(ii) of Form 10-Q dated December 21, 1990, SEC File No. 1-4837. (xii) Executive Compensation and Benefits Agreement dated as of March 29, 1993. Incorporated by reference to Exhibit 10(xiv) of Form 10-K dated August 11, 1994, SEC File No. 1-4837. (xiii) Executive Compensation and Benefits Agreement dated as of November 1, 1993. (xiv) Rights Agreement dated as of August 16, 1990. Incorporated by reference to Exhibit 1 of Form 8-K dated August 27, 1990, SEC File No. 1-4837. (xv) Non-Employee Directors' Deferred Compensation Plan, as amended. (xvi) Non-Employee Directors Stock Compensation Plan (xvii) Executive Severance Agreement, as amended. Incorporated by reference to Exhibit 10(i) of Form 10-Q dated October 7, 1994, SEC File No. 1-4837. (xviii) Amendment to Supplemental Executive Retirement Agreement. Incorporated by reference to Exhibit 10(ii) of Form 10-Q dated October 7, 1994, SEC File No. 1-4837. (13) Portions of the 1995 Annual Report to Shareholders that are incorporated herein by reference. (21) Subsidiaries of the registrant. (23) Independent Auditors' Consent. (24) Powers of Attorney. (27) Financial Data Schedule. (b) No reports on Form 8-K have been filed during the last quarter of the period covered by this Report. 19 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. TEKTRONIX, INC. By /s/ CARL W. NEUN _____________________ Carl W. Neun Senior Vice President and Chief Financial Officer Dated: August 9, 1995 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Capacity Date _________ ________ ____ JEROME J. MEYER* Chairman, Chief August 9, 1995 Jerome J. Meyer Executive Officer, and President CARL W. NEUN Senior Vice President August 9, 1995 Carl W. Neun and Chief Financial Officer, Principal Financial and Accounting Officer A. GARY AMES* Director August 9, 1995 A. Gary Ames PAUL C. ELY, JR.* Director August 9, 1995 Paul C. Ely, Jr. A.M. GLEASON* Director August 9, 1995 A. M. Gleason
20
Signature Capacity Date _________ ________ ____ WAYLAND R. HICKS* Director August 9, 1995 Wayland R. Hicks KEITH R. MCKENNON* Director August 9, 1995 Keith R. McKennon MERRILL A. MCPEAK* Director August 9, 1995 Merrill A. McPeak JEAN VOLLUM* Director August 9, 1995 Jean Vollum WILLIAM D. WALKER* Director August 9, 1995 William D. Walker *By JOHN P. KARALIS August 9, 1995 John P. Karalis as attorney-in-fact
21 EXHIBIT LIST (3)(i) Restated Articles of Incorporation, as amended. Incorporated by reference to Exhibit (3) of Form 10-Q dated September 28, 1990, SEC File No. 1-4837. (ii) Bylaws, as amended. Incorporated by reference to Exhibit (3) of Form 10-Q dated April 6, 1995, SEC File No. 1-4837. (4)(i) Indenture dated as of November 16, 1987, as amended by First Supplemental Indenture dated as of July 13, 1993, covering the registrant's 7-1/2% notes due August 1, 2003. Indenture incorporated by reference to Exhibit 4(i) of Form 10-K dated August 22, 1990, SEC File No. 1-4837. (ii) Pursuant to Item 601(b)(4)(iii) of Regulation S-K, the registrant agrees to furnish to the Commission upon request copies of agreements relating to other indebtedness. (10)(i) Restated Operating Performance Incentive Plan, as amended. Incorporated by reference to Exhibit (10)(i) of Form 10-Q dated April 15, 1988, SEC File No. 1-4837. (ii) 1982 Stock Option Plan, as amended. Incorporated by reference to Exhibit 10(iii) of Form 10-K dated August 22, 1989, SEC File No. 1-4837. (iii) Stock Incentive Plan, as amended. Incorporated by reference to Exhibit 10(ii) of Form 10-Q dated April 9, 1993, SEC file No. 1-4837. (iv) Restated Annual Performance Improvement Plan. Incorporated by reference to Exhibit 10(i) of Form 10-Q dated April 9, 1993, SEC File No. 1-4837. (v) Restated Deferred Compensation Plan. Incorporated by reference to Exhibit 10(i) of Form 10-Q dated December 20, 1984, SEC File No. 1-4837. (vi) Retirement Equalization Plan, as amended. Incorporated by reference to Exhibit 10(vii) of Form 10-K dated August 18, 1993, SEC File No. 1-4837. (vii) Severance Agreement entered into between the Company and its named officers. Incorporated by reference to Exhibit 10(viii)of Form 10-K dated August 18, 1993, SEC File No. 1-4837. (viii) Indemnity Agreement entered into between the Company and its named officers and directors. Incorporated by reference to Exhibit 10(ix) of Form 10-K dated August 18, 1993, SEC File No. 1-4837. (ix) Executive Severance Agreement. (x) Retention Incentive Agreement. Incorporated by reference to Exhibit 10(x) of Form 10-K dated August 11, 1994, SEC File No. 1-4837. (xi) Executive Compensation and Benefits Agreement dated as of October 24, 1990. Incorporated by reference to Exhibit (10)(ii) of Form 10-Q dated December 21, 1990, SEC File No. 1-4837. (xii) Executive Compensation and Benefits Agreement dated as of March 29, 1993. Incorporated by reference to Exhibit 10(xiv) of Form 10-K dated August 11, 1994, SEC File No. 1-4837. (xiii) Executive Compensation and Benefits Agreement dated as of November 1, 1993. (xiv) Rights Agreement dated as of August 16, 1990. Incorporated by reference to Exhibit 1 of Form 8-K dated August 27, 1990, SEC File No. 1-4837. (xv) Non-Employee Directors' Deferred Compensation Plan, as amended. (xvi) Non-Employee Directors Stock Compensation Plan (xvii) Executive Severance Agreement, as amended. Incorporated by reference to Exhibit 10(i) of Form 10-Q dated October 7, 1994, SEC File No. 1-4837. (xviii) Amendment to Supplemental Executive Retirement Agreement. Incorporated by reference to Exhibit 10(ii) of Form 10-Q dated October 7, 1994, SEC File No. 1-4837. (13) Portions of the 1995 Annual Report to Shareholders that are incorporated herein by reference. (21) Subsidiaries of the registrant. (23) Independent Auditors' Consent. (24) Powers of Attorney. (27) Financial Data Schedule. EX-10.9 2 LIST: EX-10(IX) - EXECUTIVE SEVERANCE AGREEMENT EXHIBIT-10(ix) LIST OF NAMED EXECUTIVE OFFICERS WITH WHOM TEKTRONIX HAS EXECUTIVE SEVERANCE AGREEMENTS IN SUBSTANTIALLY THE FORM ATTACHED Carl W. Neun Daniel Terpack EXHIBIT-10(ix) EXECUTIVE SEVERANCE AGREEMENT September 22, 1993 [NAME] [ADDRESS] EXECUTIVE TEKTRONIX, INC., an Oregon corporation P.O. Box 1000 Wilsonville, Oregon TEKTRONIX Tektronix considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of Tektronix and its shareholders. In order to induce Executive to remain employed by Tektronix in the face of uncertainties about the long-term strategies of Tektronix and their potential impact on the scope and nature of Executive's position with Tektronix, this Agreement, which has been approved by the Organization and Compensation Committee of the Board of Directors of Tektronix, sets forth the severance benefits that Tektronix will provide to Executive in the event Executive's employment by Tektronix is terminated under the circumstances described in this Agreement. 1. EMPLOYMENT RELATIONSHIP. Executive is currently employed by Tektronix as [TITLE]. Executive and Tektronix acknowledge that either party may terminate this employment relationship at any time and for any reason, subject to the obligation of Tektronix to provide the benefits specified in this Agreement in accordance with the terms hereof. 2. RELEASE OF CLAIMS. In consideration for the severance benefits outlined in this Agreement, Executive agrees to execute a Release of Claims in the form attached as Exhibit A ("Release of Claims"). Executive promises to execute and deliver the Release of Claims to Tektronix within the later of forty-five (45) days from the date Executive receives the Release of Claims or on the last day of Executive's active employment. 3. COMPENSATION UPON TERMINATION. In the event that Executive's employment is terminated at any time by Tektronix other than for Cause (as defined in Section 6.1 of this Agreement), death, or Disability (as defined in Section 6.2 of this Agreement), subject to Executive's execution of a Release of Claims, Executive shall be entitled to the following benefits: 1 3.1 As severance pay and in lieu of any further pay for periods subsequent to the date of termination, Tektronix shall pay Executive, in a single payment within the later of forty-five (45) days after termination of employment or eight days after execution of the Release of Claims, an amount in cash equal to Executive's annual base pay at the rate in effect immediately prior to the date of termination, or, if greater, an amount in cash equal to Executive's average annual base pay for the three years ending with Executive's last pay change preceding termination. 3.2 Executive is entitled to extend coverage under any group health plan in which Executive and Executive's dependents are enrolled at the time of termination of employment under the COBRA continuation laws for the 18-month statutory period, or so long as Executive remains eligible under COBRA. Tektronix will pay Executive a lump sum payment in an amount equivalent to the reasonably estimated cost Executive may incur to extend for a period of eighteen (18) months under the COBRA continuation laws Executive's group health and dental plan coverage in effect at the time of termination. Executive may use this payment, as well as any payment made under 3.1, for such COBRA continuation coverage or for any other purpose. 3.3 Except as provided in Section 5.2, Executive shall be entitled to a portion of the benefits under any incentive plans in effect at the time of termination (including the Results Sharing Plan and the Annual Performance Improvement Plan), prorated for the portion of the plan year during which Executive was a participant. For purposes of this Agreement, Executive's participation in the Annual Performance Improvement Plan will be considered to have ended on Executive's last day of active employment. Prorated awards shall not be due and payable by Tektronix to Executive until the date that all awards are paid after the close of the incentive period. Unless the applicable plan provides for a greater payment for a participant whose employment terminates prior to the end of an incentive period (in which case the applicable plan payment shall be made), the proration shall be calculated pursuant to this Section 3.3. The payment, if any, that would have been made under Executive's award had Executive been made a participant for the full incentive period shall be calculated at the end of the incentive period. Such amount shall be divided by the total number of days in the incentive period and the result multiplied by the actual number of days Executive participated in the plan. 2 3.4 Tektronix will pay up to $12,500 to a third party outplacement firm selected by Executive to provide career counseling assistance to Executive for a period of one (1) year following Executive's termination date. 3.5 Tektronix will permit Executive to continue to participate in its Executive Financial Counseling Program through the remainder of the term of Executive's current participation (which shall in no case be longer than one (1) year after the effective date of Executive's termination). 4. SUBSEQUENT EMPLOYMENT. The amount of any payment provided for in this Agreement shall not be reduced, offset or subject to recovery by Tektronix by reason of any compensation earned by Executive as the result of employment by another employer after termination. 5. OTHER AGREEMENTS. 5.1 In the event that severance benefits are payable to Executive under any other agreement with Tektronix in effect at the time of termination (including but not limited to any change of control, "golden parachute" or employment agreement, but excluding for this purpose any stock option agreement or stock bonus agreement or stock appreciation right agreement that may provide for accelerated vesting or related benefits upon the occurrence of a change in control), the benefits provided in this Agreement shall not be payable to Executive. Executive may, however, elect to receive all of the benefits provided for in this Agreement in lieu of all of the benefits provided in all such other agreements. Any such election shall be made with respect to the agreements as a whole, and Executive cannot select some benefits from one agreement and other benefits from this Agreement. 5.2 The vesting or accrual of stock options, restricted stock, stock bonuses, or any other stock awards shall not continue following termination. Any agreements between Executive and Tektronix that relate to stock awards (including but not limited to stock options, long term incentive program, stock bonuses and restricted stock) shall be governed by such agreements and shall not be affected by this Agreement. 6. DEFINITIONS. 6.1 CAUSE. Termination by Tektronix of Executive's employment for "Cause" shall mean termination upon (a) the willful and continued failure by Executive to perform substantially Executive's reasonably assigned duties with Tektronix (other than any such failure resulting from Executive's incapacity due to physical or mental illness) after a demand for 3 substantial performance is delivered to Executive by the Chairman of the Board of Directors or the President of Tektronix which specifically identifies the manner in which such executive believes that Executive has not substantially performed Executive's duties, or (b) the willful engaging by Executive in illegal conduct which is materially and demonstrably injurious to Tektronix. For purposes of this Section 6.1, no act, or failure to act, on Executive's part shall be considered "willful" unless done, or omitted to be done, by Executive in knowing bad faith and without reasonable belief that Executive's action or omission was in, or not opposed to, the best interests of Tektronix. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or based upon the advice of counsel for Tektronix shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of Tektronix. 6.2 DISABILITY. Termination by Tektronix of Executive's employment based on "Disability" shall mean termination because of Executive's absence from Executive's duties with Tektronix on a full-time basis for one hundred eighty (180) consecutive days as a result of Executive's incapacity due to physical or mental illness, unless within thirty (30) days after notice of termination by Tektronix following such absence Executive shall have returned to the full-time performance of Executive's duties. 7. SUCCESSORS; BINDING AGREEMENT. 7.1 This Agreement shall be binding on and inure to the benefit of Tektronix and its successors and assigns. 7.2 This Agreement shall inure to the benefit of and be enforceable by Executive and Executive's legal representatives, executors, administrators and heirs. 8. RESIGNATION OF CORPORATE OFFICES. Executive will resign Executive's office, if any, as a director, officer or trustee of Tektronix, its subsidiaries or affiliates, effective as of the date of termination of employment. Executive agrees to provide Tektronix such written resignation(s) upon request. 9. GOVERNING LAW, ARBITRATION. This Agreement shall be construed in accordance with and governed by the laws of the State of Oregon. Any dispute or controversy arising under or in connection with this Agreement or the breach thereof, shall be settled exclusively by arbitration in Portland, Oregon in accordance with the Commercial Arbitration Rules of the American Arbitration 4 Association, and judgment upon the award rendered by the Arbitrator may be entered in any Court having jurisdiction thereof. 10. FEES AND EXPENSES. In the event that Executive initiates arbitration under the circumstances described in this Agreement to obtain or enforce any right or benefit provided by this Agreement and the arbitrator determines that Executive is the prevailing party, Executive shall be permitted to recover Executive's reasonable attorneys' fees and costs incurred in connection with such proceeding. In the event that the arbitrator determines that Tektronix is the prevailing party, each party shall bear its own attorneys' fees and costs incurred in connection with such proceeding. 11. AMENDMENT. No provision of this Agreement may be modified unless such modification is agreed to in a writing signed by Executive and Tektronix. TEKTRONIX, INC. _______________________________ NAME By: ______________________________ Title: __________________________ 5 Exhibit A RELEASE OF CLAIMS This Release of Claims (the "Release") is made and executed by_____________ __________________ in connection with the termination of my employment with Tektronix, Inc. ("Tektronix") and in consideration of my receiving valuable severance pay and benefits as provided for in the Executive Severance Agreement ("Agreement"). These benefits are substantial consideration to which I am not otherwise entitled. On behalf of myself and my spouse, heirs, administrators and assigns, I hereby release Tektronix, its parent and related corporations, affiliates, or joint venturers and all officers, directors, employees, agents, and insurers of the aforementioned (collectively the "Company") from any and all liability, damages or causes of action, whether known or unknown relating to my employment with the Company or the termination of that employment, including but not limited to any claims for additional compensation in any form, or damages. This specifically includes, but is not limited to, all claims for relief or remedy under any state or federal laws, including but not limited to Title VII of the Civil Rights Act of 1964, the Post-Civil War Civil Rights Acts (42 USC Section 1981-1988), the Civil Rights Act of 1991, the Equal Pay Act, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification Act, the Rehabilitation Act of 1973, the Vietnam Era Veterans' Readjustment Assistance Act, the Fair Labor Standards Act, Executive Order 11246, all as amended, and the civil rights, employment and labor laws of the state of any state or the United States. This Release shall not affect any rights which I may have under any medical insurance, disability, workers' compensation, unemployment compensation or retirement plans maintained by the Company. I acknowledge that I have been given at least 45 days to consider whether to execute this Release of Claims and accept benefits under the Program; that I have been advised of my right to consult with an attorney or financial advisor of my choice and at my own expense; that the Agreement gives me severance pay and benefits which the Company would otherwise have no obligation to give me; and that I voluntarily enter into the Release of Claims. I understand that the Release of Claims is to be signed within 45 days from the date I received it or on my last day of employment, whichever is later, and that I may revoke the Release of Claims, provided I do so in writing within seven (7) days of signing the Release. I understand and agree that the Company will have no obligation to pay me any benefits under the Agreement until the expiration of the revocation 6 period, provided I have not revoked the Release of Claims. I understand that if I revoke the Release of Claims my termination will nonetheless remain in full force and effect and I will not be entitled to any benefits under the Agreement. I acknowledge that I have had time to consider the alternatives and consequences of my election to receive benefits under the Agreement and of signing the Release; that I am aware of my right to consult an attorney or financial advisor at my own expense; and that, in consideration for executing this Release and my election to receive benefits under the Agreement, I have received additional benefits and compensation of value to which I would not otherwise be entitled. I HAVE READ THE FOREGOING RELEASE. I UNDERSTAND THE EFFECT OF THIS RELEASE AND I VOLUNTARILY ENTER INTO IT AT THIS TIME. Every provision of this Release is intended to be severable. In the event any term or provision contained in this Release is determined to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the other terms and provisions of this Release which shall continue in full force and effect. Dated: __________________, 1993 ____________________________ Employee Name ____________________________ Employee Signature 7 EX-10.13 3 EXECUTIVE COMPENSATION AND BENEFITS AGREEMENT DATED AS OF NOVEMBER 1, 1993. EXHIBIT 10(xiii) EXECUTIVE COMPENSATION AND BENEFITS AGREEMENT RUDI LAMPRECHT Executive TEKTRONIX, INC., AN OREGON CORPORATION PO BOX 1000 WILSONVILLE, OR 97075 Tektronix 1. Employment. By preliminary agreement in the form of an "Employment Agreement" dated September 7, 1993 and signed by Executive and Timothy E. Thorsteinson, Vice President Total Quality/Human Resources, Tektronix offered and Executive accepted employment with Tektronix, GmbH (or Tektronix or such other wholly-owned subsidiary of Tektronix as deemed appropriate by Tektronix, collectively referred to herein as "other Tektronix employer") on a full-time basis as President of Tektronix' European Operations ("Tektronix Europe"). The parties, now desiring to restate and modify the terms and conditions of said Employment Agreement, do hereby enter into this Executive Compensation and Benefits Agreement. 2. Effective Date. Executive's employment hereunder commenced on November 1, 1993 (the "Effective Date"). Executive worked in Switzerland from November 1, 1993 through the end of March, 1994 and commenced work in Munich, Germany effective April 1, 1994. 3. Position; Duties. 3.1 Executive shall be employed by Tektronix, GmbH (or other Tektronix employer as deemed appropriate by Tektronix from time to time) as President of Tektronix Europe, reporting to the Chief Executive Officer ("CEO") of Tektronix. Executive serves as a Vice President of Tektronix and President of Tektronix Europe, subject to the customary restrictions relating to the election, tenure, removal and replacement of Page 1 corporate officers. 3.2 Executive will, during the term of this Agreement, faithfully and diligently perform all such acts and duties, and furnish such services, as the CEO of Tektronix or his designee shall reasonably direct. Executive will devote such time, energy, and skill to the business of Tektronix as shall reasonably be required for the performance of his duties. Executive shall have such executive powers and authority as are customary and reasonably required to enable him to discharge such duties in an efficient manner. 4. Salary and Bonus. 4.1 Tektronix paid Executive base pay at an annual rate of DM705,250 from April, 1994 through October, 1994. Executive's current annual base pay rate, which commenced November 1, 1994, is DM749,625. In the future, although Tektronix will consult with Executive on changes, Executive's base pay shall be at an annual rate set, from time to time, by Tektronix in its sole discretion. 4.2 Executive shall not receive results share pay under Tektronix' Results Sharing Plan. 4.3 In lieu of participation in Tektronix' Annual Performance Improvement Plan ("APIP") for Tektronix' fiscal year 1994 ("FY94"), for the period beginning with the Effective Date of this Agreement and ending October 31, 1994 (the "FY94 Incentive Period"), Executive has received an incentive bonus of ten percent (10%) of Executive's annual base pay. 4.4 Executive will be a participant in APIP beginning with Tektronix' fiscal year 1995 ("FY95"). Executive's APIP participation for FY95 and following fiscal years shall be in accordance with the terms of the applicable APIP plan and the applicable performance targets established thereunder. Executive's target payment amount for FY95 is fifteen percent (15%) of Executive's annual base pay. Notwithstanding the foregoing, if Executive's employment terminates for any reason prior to the earlier of July 31, 1995 or the date payment is issued under FY95 APIP, Executive's participation in APIP will terminate and all rights to any award of any amount whatsoever for such plan year or subsequent plan years will cease, except to the extent that a payment in lieu of any APIP award is provided for under the terms of paragraph 9.2(a) of this Agreement. 4.5 Base pay shall be paid in the manner and according to the Page 2 local customs of Tektronix, GmbH (or other Tektronix employer as may become Executive's employer). The APIP award payable in paragraph 4.4 shall be made at times as provided in the applicable plan. Base pay, APIP awards and any other payments or benefits shall be subject to withholding as required by applicable law. 5. Benefits. Executive shall be entitled to such benefits and perquisites as Tektronix, GmbH (or other Tektronix employer as may become Executive's employer) provides its employees generally. Executive will also be given the use of an automobile appropriate to Executive's position and commensurate with the vehicle policy in effect at Tektronix, GmbH (which permits personal use) or other Tektronix employer. 6. Retirement. In addition to participation in any other Tektronix retirement plan applicable to Executive because of his employment with a Tektronix employer, Executive will participate in the Tektronix International Executive Retirement Plan, which is a defined benefit, non-contributory plan. A written description of the Tektronix International Executive Retirement Plan has been provided separately to Executive. Executive's rights to retirement benefits shall be as stated in any applicable Tektronix plan(s), provided that, if Executive is continuously employed by Tektronix, GmbH or other Tektronix employer until age 55, his aggregate retirement benefits under all applicable Tektronix plans shall not be less than an amount equal to DM14,800 per month at age 55, DM29,350 per month at age 60, or DM34,460 per month at age 65 or older. The actual amount of the retirement benefits for any other age between age 55 and age 65, shall be determined by linear interpolation based on Executive's age, rounded down to the nearest full year, at the time of retirement. Tektronix will be entitled to a credit against amounts owed to Executive under any Tektronix' retirement benefits payment obligations equal to the amount of the maximum payments for which Executive is eligible under all retirement plans in which he participated as an employee of Hewlett-Packard ("HP"). For purposes of this Agreement, Executive shall be considered to be retired if he meets the definition of retirement under the Tektronix retirement plans in which he is a participant and elects to begin receiving benefits. 7. Stock Option Grant. Page 3 Executive has received a grant of non-statutory stock options to purchase 30,000 shares of Tektronix common stock, under the Tektronix Stock Incentive Plan ("Stock Incentive Plan"). A copy of the Stock Option Agreement is attached hereto as Exhibit A. 8. HP Stock Options and Other Matters. All obligations of Tektronix to Executive with respect to any forfeited stock options or other matters relating to HP have been fully satisfied. 9. Termination and Severance. 9.1 Either party may terminate this Agreement and the employment relationship referenced in this Agreement at any time and for any reason without liability to the other except as provided below, by giving 30 days prior written notice. 9.2 If Executive's employment is terminated by Tektronix other than for cause, as defined in paragraph 9.3, below, subject to paragraph 9.6 below, Executive will receive severance pay as stated below upon delivery of a fully executed Release of Claims in the form attached as Exhibit B ("Release"): (a) If terminated at any time during the second year of employment (November 1, 1994 through October 31, 1995), Executive will receive as severance pay an amount equal to one year of Executive's then-current base pay and, if terminated prior to the earlier of July 31, 1995 or the date payment is issued under FY95 APIP ("award date"), on the date payment is made under the FY95 APIP plan, an amount equivalent to the award Executive would have earned under the FY95 APIP plan had he continued in employment through the award date, based on the actual performance for FY95 prorated for the period of actual employment during FY95. (b) If terminated at any time after October 31, 1995 Executive will receive as severance pay an amount equal to one year of Executive's then-current base pay. 9.3 Termination by Tektronix of Executive's employment for "cause" shall mean termination upon: (1) the willful and continuous failure by Executive, in the judgment of the CEO of Tektronix, to substantially perform his reasonably assigned duties and objectives with Tektronix, GmbH Page 4 (or other Tektronix employer as may become Executive's employer), after a demand for substantial performance is delivered in writing to Executive by the CEO which specifically identifies the manner in which it is claimed that Executive has not substantially performed his duties and objectives, provided that cause shall not be based upon Executive's failure to achieve sales targets if Executive has made good faith efforts to meet those targets; (2) commission by Executive of any act of fraud or dishonesty or any felonious act; or (3) commission by Executive of any act of willful misconduct that, in the judgment of the CEO, materially and adversely affects the financial condition of Tektronix. In the event Executive fails to perform Executive's duties on a full-time basis for one hundred eighty (180) consecutive days as a result of Executive's incapacity due to physical or mental illness, Tektronix may consider this failure to perform his assigned duties and objectives as "willful and continuos" for purposes of sub-paragraph (1) of this paragraph 9.3. In this event, Executive will have thirty (30) days after demand to resume his duties on a full-time basis or termination thereafter will be for "cause" under this paragraph 9. 9.4 If Executive's employment is terminated by Tektronix for cause, as defined above, or if Executive terminates his employment for any reason, he shall be entitled to compensation and benefits under this Agreement only to the extent actually earned or vested (as recorded in Tektronix' records and under the terms of applicable plans) as of the date of termination and shall not be entitled to any severance benefits under this Agreement or otherwise. 9.5 For purposes of this Agreement, Executive's employment will not be deemed terminated if Executive is assigned additional or different titles and/or tasks and responsibilities from those currently held or assigned or is assigned to report to an officer other than the CEO of Tektronix, provided that as a result of any changes Executive retains management responsibility, consistent with Executive's areas of professional expertise, for a significant functional activity and/or a significant business unit or subsidiary. 9.6 Executive expressly agrees that the severance benefits provided in this paragraph 9 are intended to be exclusive and in full satisfaction of all legal, contractual or other obligations owed to Executive by Tektronix or any of its affiliates, except as expressly set forth in the Release of Claims. If Executive asserts or pursues any rights or obligations other than by acceptance of the severance benefits provided in this paragraph 9 (including the execution and delivery of the Release of Claims attached as Exhibit B), then neither Tektronix nor any of its affiliates shall have any Page 5 obligation to Executive for any payments or other benefits under this paragraph 9. 10. Housing Allowance and Relocation Benefits. All obligations of Tektronix to Executive with respect to housing allowance and relocation benefits have been fully satisfied. 11. Employment and Confidential Information Agreement. Tektronix and Executive have executed an employment agreement covering inventions and confidential information in the form attached hereto as Exhibit C. 12. General Provisions. 12.1 The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions hereof, or the waiver of any breach of any of the terms and conditions hereof, shall not be construed as thereafter waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such waiver or forbearance had occurred. 12.2 Any modification of this Agreement shall be effective only if in writing and signed by each party or its duly authorized representative. 12.3 If, for any reason, any provision of this Agreement shall be held invalid in whole or in part, such invalidity shall not affect the remainder of this Agreement. 12.4 This Agreement shall be considered made and performed in the State of Oregon, United States of America, and shall be governed by and construed in accordance with the laws of such State. Any dispute or controversy arising under or in connection with this Agreement or the breach thereof, shall be settled exclusively by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association or such comparable rules as may be agreed upon by the parties. Any such arbitration shall be held in the major city nearest to Executive's principal work location at the time the claim is made. If the claim is made after Executive ceases to work for any Tektronix employer, arbitration shall be held at the major city nearest to Executive's last principal work location for a Tektronix employer. At the time of execution of this Agreement the parties Page 6 agree that the current location for any such arbitration is Munich, Germany. Any arbitration shall be conducted in the English language. Judgment upon the award rendered by the Arbitrator may be entered in any court having jurisdiction thereof. 12.5 This Agreement may be executed in two counterparts by the parties hereto, whereupon it will become their binding agreement. 12.6 The following documents are included as part of this Agreement: Exhibit A: Stock Option Agreement Exhibit B: Form of Release Exhibit C: Tektronix Employment Agreement 12.7 Notices under this Agreement shall be given to Tektronix (or other Tektronix employer) at the address set forth in this Agreement for Tektronix and to Executive at the address of his then current Tektronix employer. Notices shall be effective upon delivery to such address. Either party may change its address for notices by giving notice of the change. 12.8 This Agreement, including the Exhibits listed in paragraph 12.6, above, supersedes and replaces the Offer Letter and the Employment Agreement referred to in paragraph 1, above, and any other agreements, representations or warranties of any kind, and contains the entire agreement between the parties with respect to any subjects addressed herein. TEKTRONIX, INC. By: ROBERT PHILLIPS 6-7-95 ________________________________ ________________ Robert Phillips Date Signed Vice President, Human Resources RUDI LAMPRECHT 6-8-95 ________________________________ ________________ Rudi Lamprecht Date Signed Page 7 Exhibit B RELEASE OF CLAIMS This Release of Claims ("Release") is made and executed by Rudi Lamprecht in connection with the termination of my employment with Tektronix, Inc. or other Tektronix-related company and in consideration of my receiving valuable severance benefits as provided for in the Executive Compensation and Benefits Agreement between me and Tektronix, Inc. (the "Agreement"). I understand that my eligibility to receive these benefits is contingent upon my fulfilling the obligations set forth in the Agreement and this Release. These benefits are substantial consideration to which I am not otherwise entitled. On behalf of myself and my spouse, if any, heirs, administrators and assigns, I hereby release Tektronix, Inc., any other related corporations, affiliates or joint venturers and all officers, directors, employees, agents, and insurers of the aforementioned (collectively the "Company") from any and all liability, damages or causes of action, whether known or unknown related to my employment with the Company or the termination of that employment, including but not limited to , all claims for additional compensation in any form or damages. This specifically includes, but is not limited to, all claims for relief or remedy under any state or federal laws of the United States, Germany, or any other country, including but not limited to the German Civil Code, the German Labor Court Act, the German Law on Protection Against Unfair Dismissal, the German Law on Notice Periods, Title VII of the Civil Rights Act of 1964, the Post-Civil War Civil Rights Act (42 USC Secs. 1981-1988), the Civil Rights Act of 1991, the Equal Pay Act, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification Act, the Rehabilitation Act of 1973, the Family and Medical Leave Act, The Vietnam Era Veterans' Readjustment Assistance Act, the Fair Labor Standards Act, Executive Order 11246, the Immigration Reform and Control Act, all as amended, and the civil rights, employment and labor laws (statute or common law) of the state of Oregon, the United States, Germany or any other country. This Release shall not affect any rights I may have under any medical insurance, disability, stock option grants or retirement plans maintained by the Company, all of which continue in accordance with their terms. I agree to hold the terms of this Agreement confidential. I may disclose the terms to my spouse, if any, accountant, attorney and taxing authorities only as may be necessary for my legal and financial affairs or as required by law. Except for these disclosures, I will not reveal the terms of the Release or the Agreement. I acknowledge that I have been given at least twenty-one (21) days to consider whether or not to execute this Release and accept benefits under the Agreement; that I have been advised to consult with an attorney or financial advisor of my choice and at my own expense; that the Agreement gives me benefits which the Company otherwise would have no obligation to give me; and that I voluntarily enter into the Release. I understand that the Release is to be signed within 21 days from the date I receive the signature copy of the Release or on my last day of employment, whichever, is later; and that I may revoke the Release, provided I do so within seven (7) days of signing it. I understand and agree that the Company will have no obligation to pay me separation benefits under paragraph 9 of the Agreement until the expiration of the revocation period and provided I have not revoked the Release. I acknowledge that I have had time to consider the alternatives and consequences of my election to receive separation benefits under the Agreement and of signing the Release; that I am aware of my right to consult an attorney or financial advisor (or both) at my own expense; and that, in consideration for executing this Release and my election to receive separation benefits under the Agreement, I have received additional benefits and compensation of value to which I otherwise would not be entitled. I HAVE READ THE FOREGOING RELEASE. I UNDERSTAND THE EFFECT OF THIS RELEASE AND I VOLUNTARILY ENTER INTO IT AT THIS TIME. Every provision of this Release is intended to be severable. In the event any term or provision contained in this Release is determined to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the other terms and provisions of this Release which shall continue in full force and effect. ________________________ ___________ Rudi Lamprecht Date EX-10.15 4 NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN EXHIBIT 10(xv) TEKTRONIX NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN 1995 RESTATEMENT July 1, 1995 Tektronix, Inc. an Oregon corporation PO Box 1000 Wilsonville, Oregon 97070 Tektronix TABLE OF CONTENTS Page 1. Plan Administration 1 2. Deferral Election 1 3. Deferred Compensation Account; Trust 3 4. Time and Manner of Payment 4 5. Death 5 6. Termination; Amendment 5 7. Claims Procedure 6 8. General Provisions 6 9. Effective Date 7 i TEKTRONIX NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN 1995 RESTATEMENT July 1, 1995 Tektronix, Inc. an Oregon corporation PO Box 1000 Wilsonville, Oregon 97070 Tektronix Members of the Tektronix Board of Directors who are not employees of Tektronix or an affiliate (Non-Employee Directors) are paid annual retainers and meeting fees, in cash, for service as directors of the company (Directors' Fees). They also receive shares of Tektronix's common stock (Award Shares) pursuant to the Tektronix, Inc. Non-Employee Directors Stock Compensation Plan (Stock Plan). The unvested portion of the Award Shares is forfeited in the event the Non-Employee Directors' service on the Tektronix Board of Directors terminates prior to full vesting of the award, which is generally on the fifth anniversary of the date of the award. In order to provide greater incentives for qualified persons to serve as Non-Employee Directors, Tektronix adopts this plan to allow the Non-Employee Director to elect from time to time to defer receipt of Directors' Fees and of Award Shares. 1. PLAN ADMINISTRATION The Chief Executive Officer of Tektronix or delegate shall appoint one or more employees of Tektronix as Administrator of the plan. The Administrator shall interpret and administer the plan and for that purpose may make, amend or revoke rules and regulations at any time. 2. DEFERRAL ELECTION 2.1 A Non-Employee Director may elect as provided below to defer the receipt of Directors' Fees and Award Shares. An election shall be in writing on a form provided by the Administrator and shall specify the time and manner of payment of the deferred amounts in accordance with other provisions of this plan. 2.2 An election to defer Directors' Fees shall be effective as follows: (a) Except as provided in (b) and 2.4, an election received by the Administrator on or before December 20 of any year shall be effective for Directors' Fees payable for succeeding calendar years. (b) An initial election shall be effective for all Directors' Fees payable after it is received if that occurs within 30 days after notice to a Director of whichever of the following is applicable: (1) Adoption of this Plan. (2) Commencement of the Director's eligibility to participate in this plan. 2.3 An election to defer Award Shares shall be effective as follows: (a) Except as provided in (b), (c) and 2.5, an election received by the Administrator before an annual meeting of shareholders of Tektronix shall be effective for Award Shares with an award date on or after such annual meeting and Award Shares as to which a Non-Employee Director has elected to receive Award Shares in lieu of cash payment of annual retainer fees payable for periods after such annual meeting. (b) If a Non-Employee Director is elected or appointed to the Tektronix Board of Directors, an election to defer shall be effective for all of the Award Shares awarded as of the date the Director is elected or appointed and any Award Shares the Director elects to receive in lieu of cash payments of annual retainer fees payable for periods after the date the Director is elected or appointed, if the election is received by the Administrator within 30 days after the date the Director is elected or appointed. (c) An election to defer shall be effective for the portion of the Award Shares becoming vested as of a date after the election is received by the Administrator. For this purpose, Award Shares become vested on the anniversary date, or other date, through which the Non- Employee Director must continue in service on the Board of Directors to reach an increment in the percent vested under the vesting schedule in the Stock Plan. 2.4 An election to defer Directors' Fees shall continue in effect through the year in which the Director terminates it in writing or changes the amount deferred by submitting a new election. Such a notice or new election received on or before December 20 of any year shall be effective for succeeding calendar years and shall not affect fees deferred under the prior election. 2 2.5 An election to defer Award Shares shall continue in effect until an annual meeting of Tektronix shareholders before which the Director terminates it in writing. Such a notice of termination shall be effective for Award Shares with an award date as of such annual meeting and any subsequent awards, or elected in lieu of cash payment of annual retainer fees payable for periods after such annual meeting, but shall not affect Award Shares deferred under the prior election. 2.6 Tektronix may withhold from any deferral of Director's Fees or from nondeferred fees payable at the same time any amounts required by applicable law and regulations. 2.7 Deferral of Award Shares elected in lieu of cash payment of annual retainer fees shall be controlled by elections to defer Award Shares and not by elections to defer Director's Fees. 3. DEFERRED COMPENSATION ACCOUNT; TRUST 3.1 Tektronix shall credit to a Director's deferred compensation account (the Account) each amount of Directors' Fees deferred by the Director under this plan. The Account shall be credited as of the day a deferred fee would otherwise have been paid to the Director. 3.2 Until full payment of a Director's Account has been made to the Director or beneficiaries under this plan, Tektronix shall credit interest to the Account as follows: (a) The interest rate for each calendar quarter shall be the yield to maturity of the most recent 10 year U.S. Treasury Notes as of the close of the quarter. (b) Interest on undistributed balances shall accrue from the date deferrals are credited under 3.1 until the last installment is paid. (c) Interest shall be added to principal during the deferral period as of the last day of each calendar quarter. Installment payments shall be calculated by dividing the adjusted principal by the number of installments to be paid. Interest during the payment period shall be added to the second and subsequent installments of principal. 3.3 Each Director's Account shall be maintained on the books of Tektronix until full payment has been made to the Director or beneficiaries under this plan. No funds shall be set aside or earmarked for the Account, which shall be purely a bookkeeping device. 3.4 The Administrator of the Stock Plan shall transfer the certificates for any Award Shares deferred under Section 2 to the trustee of the Tektronix Executive Compensation Trust 3 (the Trust), which shall be the owner of record of such Award Shares. No stock powers for such certificates shall be executed by the deferring Non-Employee Director or, if already executed, any such stock powers shall be destroyed. Dividends on deferred Award Shares shall be paid to the trustee of the Trust. The Investment Committee established under the Trust shall invest the dividends in a money market fund or other financial assets selected in its discretion. 4. TIME AND MANNER OF PAYMENT 4.1 Subject to 4.6 and 5.1 the Account shall be paid or payment commenced in the next January after one of the following Payment Dates as selected under 4.3: (a) The date the Director's service on the Tektronix Board ends. (b) The date the Director reaches age 65 or a later age specified by the Director in the selection under 4.3. (c) The date that the criteria in both (a) and (b) have been met. 4.2 Subject to 4.6 and 5.1 the Account shall be paid in one of the following ways as selected under 4.3: (a) In a single lump sum. (b) In not more than five substantially equal annual installments of principal plus interest. 4.3 The time and manner of payment under 4.1 and 4.2 shall be selected by the Director as follows: (a) The selection shall be made in the deferral election. (b) The selection shall be irrevocable for the portion of the Account attributable to amounts deferred under the election in which the selection is made. (c) If the time or method of payment is different under different elections, the Account shall be appropriately divided for distribution. 4 4.4 The trustee of the Trust shall transfer all the deferred Award Shares to the Director in the next January after one of the Payment Dates described in 4.1, as selected under 4.3. At the same time the trustee shall pay the Director the amount of all dividends received on the deferred Award Shares, adjusted for investment returns during the period held by the Trust. 4.5 Tektronix may withhold from any payments any income tax or other amounts as required by law. 4.6 If a Director has elected to defer payment of an amount, the Administrator may in its discretion make or commence payments earlier than the deferred date if, on application by the Director, the Administrator finds that financial hardship exists because of illness, accident, disability or other unexpected event creating a financial need. 5. DEATH 5.1 A Director's Account and deferred Award Shares shall be distributable under 5.2 on the Director's death regardless of the provisions of 4 above. 5.2 On death of a Director the Account shall be paid in a single lump sum within 30 days after death. At the same time the trustee of the Trust shall distribute the Director's deferred Award Shares plus the dividends received on such Award Shares, adjusted for investment return during the period held by the Trust. Such payment and distribution shall be made to a beneficiary determined in the following order of priority: (a) To the surviving beneficiaries designated by the Director in writing to the Administrator. (b) To the Director's surviving spouse. (c) To the Director's estate. 6. TERMINATION; AMENDMENT 6.1 Tektronix may terminate this plan as to deferral of Directors' Fees effective the first day of any year after notice to the Non-Employee Directors. Tektronix may terminate this plan as to deferral of Award Shares effective with any annual meeting of shareholders after notice to the Non-Employee Directors. Upon termination of the plan, no further deferral shall be permitted of Directors' Fees or Award Shares, whichever applies. Amounts in an Account shall remain to the credit of the Account, shall continue to be credited with interest and shall be paid out in accordance with 3 and 4 above. Award Shares in the Trust shall continue to be held, along with dividends received on them, and distributed in accordance with 3 and 4 above. 5 6.2 Tektronix may amend this plan effective the first day of any calendar year after notice to the Non-Employee Directors. 6.3 If the Internal Revenue Service rules that any amounts deferred under this plan will be subject to current income tax, all amounts to which the ruling is applicable shall be paid within 30 days to the Directors. 7. CLAIMS PROCEDURE 7.1 Any person claiming a benefit, requesting an interpretation or ruling under the plan, or requesting information under the plan shall present the request in writing to the Administrator, who shall respond in writing as soon as practicable. 7.2 If the claim or request is denied, the written notice of denial shall state the following: (a) The reasons for denial, with specific reference to the plan provisions on which the denial is based. (b) A description of any additional material or information required and an explanation of why it is necessary. (c) An explanation of the plan's review procedure. 7.3 The initial notice of denial shall normally be given within 90 days after receipt of the claim. If special circumstances require an extension of time, the claimant shall be so notified and the time limited shall be 180 days. 7.4 Any person whose claim or request is denied or who has not received a response within 30 days may request review by notice in writing to the Administrator. The original decision shall be reviewed by the Administrator which may, but shall not be required to, grant the claimant a hearing. On review, whether or not there is a hearing, the claimant may have representation, examine pertinent documents and submit issues and comments in writing. 7.5 The decision on review shall ordinarily be made within 60 days. If an extension of time is required for a hearing or other special circumstances, the claimant shall be so notified and the time limit shall be 120 days. The decision shall be in writing and shall state the reasons and the relevant plan provisions. All decisions on review shall be final and bind all parties concerned. 8. GENERAL PROVISIONS 6 8.1 Subject to the rights of the Non-Employee Directors under the Trust, all amounts of deferred compensation under this plan shall remain at all times the unrestricted assets of Tektronix and the promise to pay the deferred amounts shall at all times remain unfunded as to the Directors. The rights of Directors and beneficiaries under the plan shall only be as general creditors of Tektronix. 8.2 Any notice under this plan shall be in writing or by electronic means and shall be received when actually delivered or, if mailed, when deposited postpaid as first class mail. Mail should be directed to Tektronix at the address stated in this plan, to a Director at the address stated in the Director's election or to such other address as either party may specify by notice to the other party. 8.3 The interests of a Director or beneficiary under this plan are personal and no such interest may be assigned, seized by legal process or in any way subjected to the claims of any creditor. 9. EFFECTIVE DATE This Restatement of the plan shall be effective July 1, 1995. Adopted June 21, 1995 7 EX-10.16 5 NON-EMPLOYEE DIRECTORS' STOCK COMPENSATION PLAN EXHIBIT 10(xvi) TEKTRONIX, INC. NON-EMPLOYEE DIRECTORS STOCK COMPENSATION PLAN 1. PURPOSE. The purpose of this Non-Employee Directors Stock Compensation Plan (the "Plan") is to enable Tektronix, Inc. (the "Company") to attract and retain highly qualified directors. The Company considers it desirable that members of the board of directors, who represent shareholders, be shareholders of the Company. In order to supplement the personal efforts of the directors towards this end, the Plan is intended to increase the ownership interest of non-employee directors through awards of Common Shares of the Company. The Company intends to increase the community of interest of the shareholders at large and the Company's directors and to make share ownership a dynamic influence on the attitudes of the board. 2. ADMINISTRATION. The Plan shall be administered by the Secretary of the Company or such other person designated by the chief executive officer of the Company (the "Administrator") who may delegate all or part of that authority and responsibility. The Administrator shall interpret the Plan, arrange for the purchase and delivery of shares, determine forfeitures and otherwise assume general responsibility for administration of the Plan. Any decision by the Administrator shall be final and binding on all parties. 3. AWARDS. 3.1 Each non-employee director of the Company shall participate in the Plan as follows: (a) Directors in office at the time of the adoption of the Plan shall participate as of September 22, 1990. Directors elected or appointed after the adoption of the Plan shall participate as of the later of (i) the date of their election or appointment or (ii) September 22, 1990. Employee directors who cease to be employees of the Company but continue as directors shall become participants as of the later of (i) the date they cease to be employees or (ii) September 22, 1990. (b) A director's date of participation shall be the award date. Each annual meeting of shareholders after that date shall be an anniversary date. 3.2 As of the award date a participant shall, subject to Section 3.3, be awarded Common Shares of the Company as follows: (a) For award dates prior to the 1995 annual meeting of shareholders of the Company (the "1995 Annual Meeting"), the number of shares awarded shall be stock valued at $37,500 at the time of purchase as described in Section 3.2(b). For award dates on or after the 1995 Annual Meeting, the number of shares awarded shall be stock equivalent in value to one-half of the then current annual retainer for non-employee directors of the Company (the "Annual Retainer"), multiplied by five, valued at the time of purchase as described in Section 3.2(b). In the event that the Annual Retainer is increased each participant shall be awarded in Common Shares one-half of such increase in the Annual Retainer multiplied by the number of years (including fraction of a year) remaining until the participant's next award date under Section 3.4. 1 (b) As soon as practicable after the award date the Administrator shall deliver cash in the amount of the award and applicable commissions to one or more brokers or other third persons with instructions to purchase Common Shares of the Company in the open market. The Administrator may delay the purchase depending on market conditions and securities laws affecting open market purchases by a corporation of its own shares. (c) When several participants have the same award date, all of the stock shall be purchased and then divided equally among the participants so that each participant receives the same number of shares regardless of any changes in price that occur while purchases are being carried out. (d) When all of the stock has been purchased, certificates in the names of the participants for their respective shares shall be delivered to the Administrator. Except with respect to shares deferred pursuant to the Company's Non-employee Directors' Deferred Compensation Plan or any amendment, restatement or replacement thereof (the "Deferral Plan"), each participant shall deposit with the Administrator a blank stock power duly executed and guaranteed in a form satisfactory to the Administrator for each certificate for shares standing in the participant's name. (e) The Administrator shall hold the certificates and stock powers until the shares are vested and released from time to time as provided in Section 4.7, except that the shares shall be delivered to a trustee in accordance with instructions from the participants pursuant to the Deferral Plan. 3.3 If, assuming that the participant were reelected, a participant's term as a director would end because of age before the fifth anniversary date after an award date, the amount awarded shall be reduced by one-fifth for each anniversary date that would fall after the date the term ends. 3.4 If a participant continues to be a non-employee director after all of the shares from an award have vested, the award cycle shall be repeated for such participant. The award date for the next award shall be the date of the annual meeting of shareholders coinciding with the last anniversary date for the prior award. Each subsequent award shall be an amount of stock equivalent in value (at the time of purchase in accordance with Section 3.2(b)) to one-half of the Annual Retainer, multiplied by five subject to Section 3.3. Such stock shall be acquired, vest and otherwise be subject to all the provisions of the Plan. 3.5 Beginning with respect to the Annual Retainer payable for services rendered after the 1995 Annual Meeting and subject to compliance with Rule 16b-3 of the Securities and Exchange Commission, each participant may elect to receive in Common Shares, in lieu of cash payments, all of the remaining Annual Retainer not automatically awarded in Common Shares pursuant to Section 3.2(a) ("Election Shares"). Such an election shall apply with respect to all of the remaining Annual Retainer for services to be rendered in all years until the next award date under Section 3.4. Such an election shall be made prior to an award date, except that in order to implement this election procedure in accordance with Rule 16b-3, each non-employee director shall be given one opportunity to make such an election with respect to Annual Retainers expected to be received for services rendered until the next award date. Following such an election, the Administrator shall purchase Election shares under the procedures set forth in Section 3.2. The value of the Election Shares purchased shall be equal to one-half of the Annual Retainer multiplied by five subject to Section 3.3 (or the number of years, including a fraction of a year, remaining until the participant's next award date under Section 3.4). In the event that the Annual Retainer is 2 increased, each participant who has so elected shall receive Common Shares equal in value to one-half of such increase in the Annual Retainer multiplied by the number of years (including a fraction of a year) remaining until the participant's next award date under Section 3.4. 4. VESTING; DELIVERY OF SHARES; FORFEITURES. 4.1 Subject to Sections 4.2 through 4.6, awarded shares shall vest as follows: Percent Vested Cumulative Percent Award Date 0% 0% First Anniversary Date 20 20 Second Anniversary Date 20 40 Third Anniversary Date 20 60 Fourth Anniversary Date 20 80 Fifth Anniversary Date 20 100 4.2 If a participant receives a reduced award under Section 3.3, the vesting percentages for such shares and any related Election Shares shall be accelerated so that the entire award shall vest evenly over the anniversary dates that fall on or before the date the director's term ends. For example, if the award were reduced to three-fifths of the amount of stock that would otherwise be awarded one-third of the shares would vest on each of the first three anniversary dates. If a participant receives an award for an increase in the Annual Retainer pursuant to Section 3.2(a), the vesting schedule for such shares and any related Election Shares shall be revised so that shares representing any fraction of a year shall vest on the first anniversary date and the remaining award shall vest equally over the subsequent anniversary dates that fall on or before the next award date. 4.3 Subject to Sections 4.5 and 4.6, the following shall apply with respect to awards to a participant whose award date is not the date of an annual meeting of shareholders: (a) The shares which would otherwise vest on the first anniversary date shall instead vest on the date six months immediately following the date certificates for the shares are delivered to the Administrator under Section 3.2(d), or one year after the date for the award, whichever is later. (b) Notwithstanding (a), if the participant's term as a director ends because of age on the first anniversary date, the shares which would otherwise vest at a later date under (a) shall instead vest on the first anniversary date. 4.4 If a participant ceases to be a non-employee director on an anniversary date, that anniversary date shall be included in determining the number of shares vested for that participant. 4.5 If a participant dies while serving as a non-employee director the participant's awarded shares scheduled to vest on the next anniversary date shall instead vest as of the date of death. 4.6 If a participant ceases, for any reason other than death, to be a non-employee director on a date other than an anniversary date, the participant's awarded shares scheduled to vest on the immediately following anniversary date shall vest as of the date the participant ceases to be a non-employee director prorata based on the number of days the participant served as a non-employee director that year. 3 4.7 The certificate and stock power covering vested shares (other than shares previously delivered to a trustee under the Deferral Plan) shall be delivered to the participant or in accordance with Section 6.2 as soon as practicable after the shares vest. 4.8 If a participant ceases to be a non-employee director, awarded shares remaining unvested shall be forfeited. The Administrator, acting for the participant pursuant to the blank stock power, shall transfer the unvested shares to the Company. The participant or the participant's representative shall execute any documents reasonably requested by the Administrator to facilitate the transfer. 5. STATUS BEFORE FULL VESTING. 5.1 Each participant shall be a shareholder of record with respect to all shares awarded, whether or not vested, and shall be entitled to all of the rights of such a holder, except that a participant's share certificates shall be held by the Administrator (or a trustee pursuant to the Deferral Plan) until delivered in accordance with Section 4.7. 5.2 Any dividend checks or communications to shareholders received by the Administrator with respect to shares held by the Administrator shall promptly be transmitted to the participant. The participant shall furnish to the Administrator or the Company a current mailing address for such purpose. 5.3 No participant may transfer any interest in unvested shares to any person other than the Company and the trustee pursuant to the Deferral Plan. 6. DEATH OF A PARTICIPANT. 6.1 Any vested shares held by the Administrator for a participant who has died shall be delivered as soon as practicable to the participant's beneficiary under Section 6.2. 6.2 Any vested shares to be delivered on death of a participant under Section 6.1 shall go to a participant's beneficiary in the following order of priority: (a) to the surviving beneficiary designated by the participant in writing to the Administrator; (b) to the participant's surviving spouse; or (c) to the participant's estate. 7. AMENDMENT OR TERMINATION; MISCELLANEOUS. 7.1 The Board of Directors of the Company may amend or terminate the Plan at any time. No amendment or termination shall adversely affect any then outstanding award. 7.2 Subject to the rights of amendment and termination in Section 7.1, the Plan shall continue indefinitely and future awards will be made in accordance with Sections 3.1 and 3.4. 7.3 Nothing in the Plan shall create any obligation on the part of the board of directors of the Company to nominate any director for reelection by the shareholders. 4 EX-13 6 PORTIONS OF 1995 ANNUAL REPORT INCORPORATED BY REFERENCE EXHIBIT 13 MANAGEMENT REVIEW RESULTS OF OPERATIONS OVERVIEW Tektronix recorded net earnings of $81.3 million, or $2.63 per share, in its fiscal year ended May 27, 1995, an increase of 33.5% over fiscal 1994 earnings of $60.9 million, or $1.98 per share. The improved net earnings in 1995 were due primarily to higher sales. In 1993, the Company incurred pre-tax restructuring charges of $150.0 million which resulted in a net loss of $55.3 million, or $1.83 per share. Excluding the restructuring charges, net earnings in 1993 would have been $38.7 million, or $1.28 per share. All years have been restated to account for the acquisition of Microwave Logic, Inc. under the pooling of interests method of accounting. NET SALES AND PRODUCT ORDERS Net sales and product orders for 1995 were the highest in the Company's history. Net sales in 1995 were $1.472 billion, up 11.1% from $1.325 billion in 1994. Sales from continuing businesses increased by 19.3% from $1.226 billion in 1994 to $1.463 billion in 1995. Other sales, which include the non- strategic businesses disposed of at the end of 1994 and during 1995, declined from $98.6 million to $8.7 million. Sales to customers in the United States of $755.1 million were 1.5% above the level for the prior year, and represented 51.3% of total sales. The majority of the non-strategic business sales were in the United States, and if these sales were excluded from both years, United States sales increased by 13.2% from $661.6 million to $749.2 million. The improved domestic sales level was the result of new products and improvement in the U.S. economic environment. International sales rose 23.3% from $581.2 million to $716.7 million, with improvement in all geographies. Net sales in 1994 were up 1.4% from 1993's level. U.S. sales of $743.8 million in 1994 were 3.6% above the level of the prior year. International sales declined by 1.3%, from $588.6 million in 1993 to $581.2 million in 1994, due to economic weakness in Europe and Japan early in the year. In fiscal 1995, the Company's net sales were divided into five product classes. The product classes and the net sales for the last three years were as follows:
Net sales (in thousands) 1995 1994 1993 -------------------------------------------------------------------------- Measurement Business $ 731,197 $ 671,042 $ 708,657 Color Printing and Imaging 455,041 313,475 248,413 Video Systems 185,077 152,369 162,938 Network Displays 91,736 89,463 87,928 Other 8,727 98,632 98,703
Measurement Business, the Company's original and historically largest business, includes oscilloscopes, logic analyzers, instruments on a card, intelligent hand-held tools, spectrum analyzers and communications, video and audio test instruments. Measurement sales accounted for 49.7% of total sales, and grew 9.0% from the prior year, with the acceptance of new products, particularly in the [Bar chart depicting operating income as a percentage of net sales before restructuring] 1992 5.4 1993 5.5 1994 6.6 1995 7.8 [Bar chart depicting net earnings in millions before restructuring] 1992 30.4 1993 38.7 1994 60.9 1995 81.3 23 basic instrument, electronic tool and communications, video and audio test lines. Sales in 1994 were down 5.3% from 1993, reflecting recessionary economies in Europe and Japan and weakness in some major industrial markets. Color Printing and Imaging, the Company's fastest growing business, produces the Phaser family of color printers and supplies that utilize thermal wax transfer, laser, dye sublimation and ink jet technologies. Sales of printers and supplies increased 45.2% from 1994, with the introduction of several new products during the year, including the Phaser 340 color printer aimed at the office market, and increased market penetration in Europe. Color Printing and Imaging sales made up 30.9% of total sales. Sales in 1994 increased 26.2% over 1993 due to market acceptance of new products. Video Systems provides the television and video industries with products covering a range of applications from production and storage to systemization and transmission. 1995 sales increased 21.5% from 1994 due to the introduction of new products and from generally improving market conditions. Sales declined 6.5% in 1994 from 1993 due primarily to the transition from analog to digital television production products. Network Displays offers a broad X terminals product line, including both software and hardware, that support the X Windows environment in networked systems. Sales in 1995 rose 2.5% due to increased X terminal shipments, particularly in the fourth quarter, which was substantially offset by the continuing decline in service revenue from the old ter- minals business. Sales in 1994 were 1.7% higher than in 1993. Product orders for 1995 were $1.387 billion, an increase of 26.5% over 1994. 1995 product orders grew at a faster rate than sales for each of the four businesses and, as a result, product order backlog in 1995, at $164.8 million, was sharply higher than 1994 backlog of $108.0 million. Despite the higher product order backlog the Company's future quarterly results continue to be dependent on new orders that can be shipped in the same quarter. Going forward into 1996, the Company will combine Video Systems and Network Displays businesses into a single product class named Video and Networking to maximize the synergies between these businesses and to reflect changes in operating management and product alignment. Net sales for the last three years in the new product class structure were as follows:
Net sales (in thousands) 1995 1994 1993 -------------------------------------------------------------------------- Measurement Business $ 731,197 $ 671,042 $ 708,657 Color Printing and Imaging 455,041 313,475 248,413 Video and Networking 276,813 241,832 250,866 Other 8,727 98,632 98,703
OPERATING COST AND EXPENSES Manufacturing cost of sales increased as a percentage of net sales to 54.7% in 1995 from 54.0% in 1994. The increase in cost of sales as a percentage of net sales was due primarily to the use of alternative distribution channels, the impacts of a stronger Japanese Yen on certain component costs and higher performance based compensation. Cost of sales as a percentage of net sales increased to 54.0% in 1994 from 51.8% in 1993, caused primarily by a reduction in the historically higher margin on international sales, increased sales through alternative distribution channels and the impacts of a stronger Japanese Yen on certain component costs. Research and development expenses represented 11.2% of sales compared with 11.6% in 1994 and 12.1% in 1993. Selling, general and administrative (SG&A) expenses of $391.8 [Pie chart depicting 1995 sales by product class] Measurement Business 49.7% Color Printing 30.9% Video Systems 12.6% Network Displays 6.2% Other 0.6% ------ 100.0% [Pie chart depicting 1995 sales by product class, adjusted] Measurement Business 49.7% Color Printing 30.9% Video & Networking 18.8% Other 0.6% ------ 100.0% 24 million were 26.6% of sales compared to 27.7% in 1994 and 30.4% in 1993. SG&A expenses have declined as a percentage of sales due to the continuing increased use of alternative distribution channels and management of expenses, partly offset by increased performance-based compensation. Equity in business ventures' earnings increased to $4.3 million compared with a loss of $1.6 million in the prior year, and a loss of $1.9 million in 1993. The current year income is primarily from the Company's equity in the earnings of Merix Corporation (formerly the Company's Circuit Board Division) and Maxtek Components Corporation (formerly the Company's Hybrid Circuit Operation). The prior years' losses relate primarily to the Company's interest in Sony/Tektronix Corporation, which showed break-even results in 1995. Other income was $4.7 million in 1995 compared with income of $9.1 million in 1994 and expense of $10.4 million in 1993. Other income in 1995 and 1994 includes gains of $14.3 million and $13.3 million, respectively, from the sale of stock held by the Company in TriQuint Semiconductor, Inc., Planar Systems, Inc. and Credence Systems Corporation. The Company continues to hold equity positions in these companies that it intends to liquidate over time. The Company recorded taxes on 1995 results at the annual effective rate of 26%, compared with 32% in the prior year. During the first quarter of 1995, the Company received approval from the Internal Revenue Service to capitalize the costs of a major research and development project. The resulting increase in taxable income enabled the realization of additional deferred tax assets, previously subject to valuation allowances, and thus a reduction in the rate at which taxes were provided in 1995. The Company expects the annual effective tax rate to increase to the range of 30% to 32% in 1996. Net earnings of $81.3 million for 1995 were 33.5% higher than the prior year due primarily to the increase in sales. RESTRUCTURING CHARGES During the fourth quarter of 1993, the Company incurred pre-tax restructuring charges of $150 million, or $3.10 per share after taxes, for the purpose of exiting non-strategic components operations to further reduce the Company's vertical integration, consolidating facilities, refocusing on core business products, discontinuing certain older products and other steps to improve operating efficiency. At May 27, 1995, the Company had substantially completed the reduction of its vertical integration and the discontinuance of older products. The remaining restructuring activities involve the completion of the facilities consolidation and workforce reductions in several different countries subject to various advance notification and other statutory requirements. Restructuring reserves were reduced to approximately $18 million. The Company intends to 25 utilize the remaining reserves in 1996, the majority of which will require cash outlays. ACCOUNTING CHANGES In 1995, the Company adopted Statements of Financial Accounting Standards (SFAS) No. 115, 'Accounting for Certain Investments in Debt and Equity Securities'. Under SFAS No. 115, certain investments in marketable securities are classified as available-for-sale and reported at fair value. The adjustment to fair value added $20.1 million to other long-term assets and the net unrealized gains, less deferred taxes, are reported as a separate component of shareholders' equity. In the first quarter of 1993, the Company adopted SFAS No. 106 (Postretirement Benefits) and No. 109 (Income Taxes). The combined result of adopting these pronouncements was a one-time net increase in earnings of $3.3 million or $0.11 per share. FINANCIAL CONDITION The Company's financial condition is strong. Cash flows from operating activities and borrowing capacity from existing lines of credit are expected to be sufficient to meet current and anticipated future needs. At May 27, 1995, the Company maintained bank credit facilities totaling $349.8 million, of which $267.8 million was unused. The unused facilities include $177.7 million in lines of credit and $90.1 million under a revolving credit agreement. Additional details, including maturity dates of agreements and certain financial covenants, are included under 'Short-term and Long-term Debt' in the Notes to Consolidated Financial Statements. Current assets increased by $107.3 million due primarily to higher accounts receivable and inventories. Accounts receivable were up $43.6 million because of higher sales in the fourth quarter of 1995 compared with the same quarter of 1994. Inventories rose by $68.3 million in response to higher order rates, the introduction of several new products and the buildup of certain components purchased on allocation. Net property, plant and equipment increased by $27.0 million due to capital expenditures related to facilities consolidation and implementation of information systems. Other long-term assets increased by $86.6 million as a result of the Company's investment in equity and notes of Merix Corporation and the accounting for certain investments in accordance with SFAS No. 115. The Company accounts for its investment in Merix Corporation on the equity basis with the earnings impact included in business ventures' earnings (loss) in the consolidated statements of operations. The Company also recorded several long-term notes receivable on sales of real estate and licensing of technologies in 1995. Current liabilities increased by $103.1 million primarily because of the increase in short-term debt of $66.7 million to fund capital expenditures and inventory additions, the increase in accrued compensation of $26.2 million due to higher performance based compensation, and the current maturity of certain long-term liabilities. Shareholders' equity increased by $131.1 million or 27.8% due to earnings less dividends, the exercise of stock options, favorable currency adjustments due to the depreciating United States dollar and the addition of unrealized holding gains in accordance with SFAS No. 115. [Bar chart depicting facilities in use in millions of square feet] 1992 6.1 1993 5.6 1994 5.0 1995 4.3 26 MANAGEMENT'S LETTER The consolidated financial statements of Tektronix, Inc. and subsidiaries have been prepared by management and have been audited by Tektronix' independent auditors, Deloitte & Touche LLP. Management is responsible for the consolidated financial statements, which have been prepared in conformity with generally accepted accounting principles and include amounts based on management's judgment. Management is also responsible for maintaining internal control, including systems designed to provide reasonable assurance that assets are safeguarded and that transactions are executed and recorded in accordance with established policies and procedures. Tektronix' controls and systems were developed by Tektronix management and have the full support and endorsement of the Board of Directors. Compliance is mandatory. The Board of Directors is responsible for the Company's financial and accounting policies, practices and reports. Its Audit Committee, composed entirely of outside directors, meets regularly with the independent auditors, representatives of management, and the internal auditors to review accounting, reporting, auditing and internal control matters. Both the independent auditors and the internal auditors have free access to the Audit Committee, with and without management representatives in attendance. PAUL E. BRAGDON PAUL E. BRAGDON Chairman of Tektronix Audit Committee CARL W. NEUN CARL W. NEUN Senior Vice President and Chief Financial Officer of Tektronix, Inc. INDEPENDENT AUDITORS' REPORT To the Directors and Shareholders of Tektronix, Inc.: We have audited the accompanying consolidated balance sheets of Tektronix, Inc. and subsidiaries as of May 27, 1995 and May 28, 1994, and the related consolidated statements of operations, shareholders' equity, and cash flows for the years ended May 27, 1995, May 28, 1994, and May 29, 1993. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. The consolidated financial statements give retroactive effect to the merger of Tektronix, Inc., and Microwave Logic, Inc., which has been accounted for as a pooling of interests as described in the Notes to Consolidated Financial Statements. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Tektronix, Inc. and subsidiaries at May 27, 1995 and May 28, 1994, and the results of their operations and their cash flows for the years ended May 27, 1995, May 28, 1994, and May 29, 1993, in conformity with generally accepted accounting principles. As discussed in the notes to the consolidated financial statements, the Company adopted, in the year ended May 29, 1993, Statement of Financial Accounting Standards No. 106, 'Employers' Accounting for Postretirement Benefits Other Than Pensions', Statement of Financial Accounting Standards No. 109, 'Accounting for Income Taxes', and in the year ended May 27, 1995, Statement of Financial Accounting Standards No. 115, 'Accounting for Certain Investments in Debt and Equity Securities'. DELOITTE & TOUCHE LLP Portland, Oregon June 21, 1995 27 CONSOLIDATED STATEMENTS OF OPERATIONS in thousands, except per share amounts
FOR THE YEAR ENDED MAY 27,1995 MAY 28,1994 MAY 29,1993 Net sales $ 1,471,778 $ 1,324,981 $ 1,306,639 Operating costs and expenses: Cost of sales 804,726 714,957 677,058 Research and development expenses 164,307 154,263 158,345 Selling, general and administrative expenses 391,797 367,008 397,794 Restructuring charges -- -- 150,000 ---------------------------------------------- Total operating costs and expenses 1,360,830 1,236,228 1,383,197 Equity in business ventures' earnings (loss) 4,268 (1,601) (1,932) ---------------------------------------------- Operating income (loss) 115,216 87,152 (78,490) Interest expense 10,083 10,139 10,414 Other income (expense) 4,744 9,080 (10,351) ---------------------------------------------- Earnings (loss) before taxes 109,877 86,093 (99,255) Income taxes 28,568 25,204 (40,596) ---------------------------------------------- Earnings (loss) before cumulative effects of accounting changes 81,309 60,889 (58,659) Cumulative effects of accounting changes: Income taxes -- -- 38,100 Postretirement benefits, net of tax -- -- (34,775) ---------------------------------------------- Net earnings (loss) $ 81,309 $ 60,889 $ (55,334) ============================================== Earnings (loss) per share before cumulative effects of accounting changes $ 2.63 $ 1.98 $ (1.94) Earnings (loss) per share 2.63 1.98 (1.83) Dividends per share 0.60 0.60 0.60 Average shares outstanding 30,934 30,689 30,304
The accompanying notes are an integral part of these consolidated financial statements. 28 CONSOLIDATED BALANCE SHEETS in thousands
MAY 27, 1995 MAY 28, 1994 ASSETS Current assets: Cash and cash equivalents $ 31,742 $ 43,044 Accounts receivable -- net 311,865 268,258 Inventories 241,124 172,836 Other current assets 65,858 59,124 ----------------------------- Total current assets 650,589 543,262 Property, plant and equipment: Land 7,234 11,738 Buildings 170,583 197,131 Machinery and equipment 444,938 446,990 ----------------------------- 622,755 655,859 Accumulated depreciation and amortization (370,845) (430,944) ----------------------------- Property, plant and equipment -- net 251,910 224,915 Property held for sale 35,912 39,776 Deferred tax assets 76,418 79,552 Other long-term assets 194,901 108,334 ----------------------------- Total assets $ 1,209,730 $ 995,839 ============================= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Short-term debt $ 84,623 $ 17,875 Accounts payable 170,861 162,551 Accrued compensation 105,267 79,110 Deferred revenue 19,988 18,124 ----------------------------- Total current liabilities 380,739 277,660 Long-term debt 104,984 104,915 Other long-term liabilities 121,295 141,672 Commitments and contingencies -- -- Shareholders' equity: Preferred stock, no par value (authorized 1,000 shares; none issued) -- -- Common stock, no par value (authorized 80,000 shares; issued and outstanding 31,439 in 1995, and 30,553 in 1994) 215,310 183,253 Retained earnings 298,402 235,528 Currency adjustment 76,948 52,811 Unrealized holding gains -- net 12,052 -- ----------------------------- Total shareholders' equity 602,712 471,592 ----------------------------- Total liabilities and shareholders' equity $ 1,209,730 $ 995,839 =============================
The accompanying notes are an integral part of these consolidated financial statements. 29 CONSOLIDATED STATEMENTS OF CASH FLOWS in thousands
FOR THE YEAR ENDED MAY 27,1995 MAY 28,1994 MAY 29,1993 CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings (loss) $ 81,309 $ 60,889 $ (55,334) Adjustments to reconcile net earnings (loss) to cash from operating activities: Depreciation expense 40,669 55,182 63,243 Restructuring charges -- -- 150,000 Deferred taxes (966) 9,905 (60,938) Accounting change for income taxes -- -- (38,100) Accounting change for postretirement benefits -- -- 34,775 Equity (gains) losses, net of dividends received (4,268) 1,601 34,546 (Gains) losses on sale of assets (9,923) (14,402) 1,354 Accounts receivable (32,982) (23,445) (27,606) Inventories (62,212) (903) 11,082 Accounts payable (4,367) 12,089 (62) Accrued compensation 24,430 (26,971) (10,771) Income taxes payable -- -- (24,548) Other liabilities (22,866) (17,636) 4,618 Other assets (56,246) (12,379) (15,446) Other -- net (8,934) 5,942 (511) ---------------------------------------------- Net cash provided (used) by operating activities (56,356) 49,872 66,302 ---------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (102,023) (71,255) (58,593) Proceeds from sale of assets 42,210 51,978 9,794 Proceeds from sale of investments 23,920 26,285 -- ---------------------------------------------- Net cash provided (used) by investing activities (35,893) 7,008 (48,799) ---------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Net change in short-term debt 65,324 (44,821) 13,716 Issuance of long-term debt 1,396 105,331 70,593 Repayment of long-term debt (602) (77,929) (82,974) Issuance of common stock 40,439 23,732 13,202 Repurchase of common stock (8,382) (33,831) -- Dividends (18,435) (18,129) (17,970) ---------------------------------------------- Net cash provided (used) by financing activities 79,740 (45,647) (3,433) ---------------------------------------------- Effect of exchange rate changes 1,207 1,771 (2,622) ---------------------------------------------- Increase (decrease) in cash and cash equivalents (11,302) 13,004 11,448 Cash and cash equivalents at beginning of year 43,044 30,040 18,592 ---------------------------------------------- Cash and cash equivalents at end of year $ 31,742 $ 43,044 $ 30,040 ============================================== SUPPLEMENTAL DISCLOSURES OF CASH FLOWS: Income taxes paid $ 9,559 $ 6,379 $ 33,424 Interest paid 13,637 10,809 12,982
The accompanying notes are an integral part of these consolidated financial statements. 30 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY in thousands
UNREALIZED C O M M O N S T O C K RETAINED CURRENCY HOLDING SHARES AMOUNT EARNINGS ADJUSTMENT GAINS TOTAL BALANCE MAY, 30, 1992 29,893 $ 177,658 $ 266,072 $ 47,587 $ -- $ 491,317 Shares issued to employees 873 15,694 15,694 Net loss (55,334) (55,334) Dividends--$0.60 per share (17,970) (17,970) Currency adjustment 3,152 3,152 ------------------------------------------------------------------------------------- BALANCE MAY 29, 1993 30,766 193,352 192,768 50,739 -- 436,859 Shares issued to employees 1,125 23,732 23,732 Shares repurchased (1,338) (33,831) (33,831) Net earnings 60,889 60,889 Dividends--$0.60 per share (18,129) (18,129) Currency adjustment 2,072 2,072 ------------------------------------------------------------------------------------- BALANCE MAY 28, 1994 30,553 183,253 235,528 52,811 -- 471,592 Shares issued to employees 1,179 40,439 40,439 Shares repurchased (293) (8,382) (8,382) Net earnings 81,309 81,309 Dividends--$0.60 per share (18,435) (18,435) Unrealized holding gains--net 12,052 12,052 Currency adjustment 24,137 24,137 ------------------------------------------------------------------------------------- BALANCE MAY 27, 1995 31,439 $ 215,310 $ 298,402 $ 76,948 $ 12,052 $ 602,712 =====================================================================================
The accompanying notes are an integral part of these consolidated financial statements. 31 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of Tektronix, Inc. and its wholly and majority owned subsidiaries (the Company). Investments in companies of 20 percent or more and business ventures are accounted for on the equity basis. All material intercompany transactions and balances have been eliminated. FOREIGN CURRENCY TRANSLATION For most non-U.S. subsidiaries, assets and liabilities are translated into U.S. dollars at current exchange rates, and net earnings are translated at average exchange rates for the year. Gains and losses resulting from the translation of net assets are reported as a separate component of shareholders' equity. For non-U.S. subsidiaries in highly inflationary countries, net monetary assets are translated at current exchange rates and net nonmonetary assets are translated at historical rates, with the translation gains and losses included in net earnings. Gains and losses from foreign currency transactions are included in net earnings currently. CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash deposits in banks and highly liquid investments with original maturities of three months or less at the time of purchase. INVESTMENTS In 1995, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 115, 'Accounting for Certain Investments in Debt and Equity Securities'. Under SFAS No. 115, the Company now classifies its investments in marketable securities as available-for-sale and reports them at fair value in the consolidated balance sheet under other long-term assets. The unrealized holding gains and losses, net of the related deferred income taxes, are reported as a separate component of shareholders' equity. DERIVATIVES Gains and losses on forward foreign exchange contracts used to hedge existing assets and liabilities are recognized in income each period and generally offset losses and gains on the assets and liabilities being hedged. Gains and losses related to qualifying hedges of firm commitments or anticipated transactions are deferred and included in the basis of the transaction when it is completed. INVENTORIES Inventories are stated at the lower of cost or market. Cost is determined on the first-in, first-out (FIFO) basis. PROPERTY, PLANT AND EQUIPMENT Land, buildings and machinery and equipment are carried at cost less accumulated depreciation. Depreciation is based on the estimated useful lives of depreciable assets, ranging from 10 to 48 years for buildings and 3 to 7 years for machinery and equipment, and is generally provided using the straight- line method. Property held for sale is stated at the lower of cost or estimated net realizable value and includes certain property, plant and equipment no longer used in the Company's operations. INTANGIBLE ASSETS Intangible assets are included in other long- term assets at cost less accumulated amortization, which is provided on a straight-line basis over a minimal time frame, generally not in excess of ten years. REVENUE RECOGNITION Revenue from product sales is recognized at the time of shipment. Service revenue is recognized over the contractual period or as services are provided. RESEARCH AND DEVELOPMENT EXPENSES Expenditures for research, development and engineering of products and manufacturing processes are expensed as incurred. INCOME TAXES In 1993, the Company adopted SFAS No. 109, 'Accounting for Income Taxes'. Accordingly, deferred income taxes reflect the impact of temporary differences between the assets and liabilities recognized for financial reporting purposes and amounts recognized for tax purposes. Deferred taxes are based on tax laws as currently enacted. Tektronix, Inc. and its U.S. subsidiaries file a consolidated federal income tax return. Each U.S. subsidiary records its own tax provision and makes payment to the parent company for taxes due or receives payment for tax benefits utilized. RECLASSIFICATION Certain items have been reclassified to conform with the current year's presentation with no effect on previously reported earnings. PER SHARE AMOUNTS The per share amounts are based on the weighted average number of shares outstanding during the year. FISCAL YEAR The Company's fiscal year is the 52 or 53 weeks ending the last Saturday in May. 1995, 1994 and 1993 were 52-week fiscal years. ACQUISITIONS On March 31, 1995, the Company acquired all of the outstanding shares of Microwave Logic, Inc. (MLI) in exchange for 283,000 shares of the Company's common stock. MLI is a manufacturer of broadband communication test equipment. The acquisition was accounted for as a pooling of interests and, accordingly, the consolidated financial statements have been restated to include the results and financial position of MLI for all years presented. In June, 1995, the Company completed its acquisition of all of the outstanding shares of Lightworks Editing Systems Limited and Lightworks Editing System, Inc. (Lightworks), which designs and develops non-linear editing systems. The Company has issued 1,644,000 common shares to complete the acquisition. In fiscal year 1996, the acquisition will be accounted for as a pooling of interests and the financial statements will be restated to include the results and financial position of Lightworks for all prior years. Pro forma (unaudited) restated sales, net earnings and earnings per share, assuming the Lightworks acquisition had occurred at the beginning of 1993, are as follows:
(In thousands, except per share amounts) 1995 1994 1993 ----------------------------------------------------------------------------- Net sales $1,497,962 $1,342,496 $1,318,389 Net earnings 81,584 61,493 (55,651) Earnings per share 2.50 1.90 (1.74)
32 RESTRUCTURING CHARGES In 1993, the Company provided for pre-tax restructuring charges of $150.0 million for the purpose of exiting non-strategic components operations to further reduce the Company's vertical integration, consolidating facilities, refocusing on core business products, discontinuing certain older products and other steps to improve operating efficiency. BUSINESS SEGMENTS The Company and its affiliates operate predominately in a single industry segment: the design, manufacture, sale and service of electronic measurement, design and display instruments and systems used in science, industry and education. Geographically, the Company operates primarily in the industrialized world. Net sales, earnings (loss) before taxes and total assets in the United States, Europe and other geographical areas were:
(In thousands) 1995 1994 1993 -------------------------------------------------------------------------------------------------------------------- Net sales: United States sales to customers $ 755,079 $ 743,794 $ 717,995 United States export sales to customers 224,657 187,783 196,921 United States transfers to affiliates 434,959 313,004 290,432 ---------------------------------------------- United States sales 1,414,695 1,244,581 1,205,348 ---------------------------------------------- European sales to customers 377,798 305,563 320,542 European transfers to affiliates 3,783 4,031 9,282 ---------------------------------------------- European sales 381,581 309,594 329,824 ---------------------------------------------- Other area sales to customers 114,244 87,841 71,181 Other area transfers to affiliates 15,184 9,427 10,754 ---------------------------------------------- Other area sales 129,428 97,268 81,935 Eliminations (453,926) (326,462) (310,468) ---------------------------------------------- Net sales $ 1,471,778 $ 1,324,981 $ 1,306,639 ============================================== Earnings (loss) before taxes: United States $ 123,515 $ 97,576 $ (98,562) Europe (6,618) 3,698 317 Other areas 6,678 1,992 1,767 Corporate and eliminations (13,698) (17,173) (2,777) ---------------------------------------------- Earnings (loss) before taxes $ 109,877 $ 86,093 $ (99,255) ============================================== Total assets: United States $ 842,863 $ 704,258 $ 711,328 Europe 217,808 175,532 172,217 Other areas 47,530 34,170 28,016 Corporate and eliminations 101,529 81,879 76,761 ---------------------------------------------- Total assets $ 1,209,730 $ 995,839 $ 988,322 ==============================================
Transfers of products and services are made at arms-length prices between geographic areas. The profit on transfers between geographic areas is not recognized until sales are made to unaffiliated customers. Area earnings (loss) before taxes includes all directly incurred and allocable costs, except identified corporate expenses. Assets are those that are specifically associated with the operations of each geographic area. Net sales to the United States government were not more than 5% of consolidated net sales in any of the past three years, and no other customer accounted for more than 2% of sales. NON-U.S. AFFILIATES The Company has operating subsidiaries located in Australia, Austria, Belgium, Brazil, Canada, Denmark, Finland, France, Germany, Hong Kong (with a branch in China), India, Italy, Korea, Mexico, The Netherlands, Norway, Singapore, Spain, Sweden, Switzerland, Taiwan, and the United Kingdom (with a branch in Ireland). The assets, liabilities, net sales and earnings of non-U.S. subsidiaries are included in the consolidated financial statements in these amounts:
(In thousands) 1995 1994 1993 -------------------------------------------------------------------------------------------------------------------- Current assets $ 223,651 $ 147,090 $ 128,015 Property, plant and equipment -- net 28,214 42,976 50,924 Other long-term assets 18,420 2,339 2,888 Current liabilities 93,104 65,086 71,350 Other liabilities 33,991 14,456 14,628 ---------------------------------------------- Net sales $ 492,042 $ 393,404 $ 391,723 Gross profit 130,598 112,574 127,384 Operating income 4,192 3,184 2,217 Earnings before taxes 60 5,690 2,084 Net earnings (loss) (908) 9,314 1,375
The Company has a 50% investment in a business venture in Japan. During 1995, the Company purchased an additional interest in a business venture in India and prospectively consolidates and reports that company's results and financial position as a majority owned subsidiary. The Company's share of the assets, liabilities, net sales and net earnings (loss) of its unconsolidated affiliates, as well as the Company's arms- length sales to, purchases from, and accounts receivable consisted of:
(In thousands) 1995 1994 1993 -------------------------------------------------------------------------------------------------------------------- Current assets $ 84,787 $ 67,147 $ 94,050 Property, plant and equipment -- net 28,080 24,640 22,022 Other long-term assets 14,123 10,269 8,219 Current liabilities 29,002 20,537 49,055 Other liabilities 10,148 7,549 6,285 ---------------------------------------------- Net sales $ 115,339 $ 94,246 $ 82,682 Gross profit 40,548 33,808 27,605 Operating income (loss) (1,486) (4,080) (6,306) Earnings (loss) before taxes 96 (2,971) (4,521) Net earnings (loss) (124) (1,601) (1,932) ---------------------------------------------- Sales to $ 84,618 $ 67,535 $ 63,958 Purchases from 10,259 5,585 5,990 Accounts receivable 5,199 11,117 11,663
There are no significant restrictions which prevent dividends to the parent company from non-U.S. affiliates. The Company received dividends from business ventures of $33.2 million in 1993. There were no dividends received in 1995 and 1994. ACCOUNTS RECEIVABLE Accounts receivable have been reduced by an allowance for doubtful accounts, which was $5.7 million in 1995 and $3.8 million in 1994. The net charges to this reserve for uncollected credit sales have not been material. 33 INVENTORIES Inventories consisted of:
(In thousands) 1995 1994 -------------------------------------------------------------------------------------------------------------------- Materials and work in process $ 139,617 $ 90,727 Finished goods 101,507 82,109 ----------------------------- Inventories $ 241,124 $ 172,836 =============================
OTHER LONG-TERM ASSETS Other long-term assets consisted of:
(In thousands) 1995 1994 -------------------------------------------------------------------------------------------------------------------- Investment in business ventures $ 115,350 $ 74,703 Marketable securities 29,392 5,129 Licensing agreements and other intangibles, net 22,653 17,649 Other 27,506 10,853 ----------------------------- Other long-term assets $ 194,901 $ 108,334 =============================
The Company's portion of undistributed earnings in business ventures in 1995 and 1994 was $18.7 million and $13.8 million, respectively. The company has a 35% equity interest in Merix Corporation. At May 27, 1995, the carrying value of that interest was $16.6 million, with a fair value, based upon quoted market price, of $51.0 million. Upon adoption of SFAS No. 115 in 1995, the Company changed its reporting of investments in marketable securities to fair value from cost. During 1995, the Company recorded proceeds of $16.7 million and gross realized gains of $14.3 million from the sale of these securities. Realized gains were computed using the average cost of the underlying securities. Net unrealized holding gains of $20.1 million, less deferred income taxes of $8.0 million, are reported as a separate component of shareholders' equity. Licensing agreements and other intangibles have been reduced by accumulated amortization of $12.3 million in 1995 and $15.3 million in 1994. SHORT-TERM AND LONG-TERM DEBT The Company's short-term debt consisted of:
(In thousands) 1995 1994 -------------------------------------------------------------------------------------------------------------------- Commercial paper $ 34,910 $ -- Revolving credit agreement 25,000 -- Lines of credit 23,113 16,754 ----------------------------- Short-term instruments 83,023 16,754 Current maturities of long-term debt 1,600 1,121 ----------------------------- Short-term debt $ 84,623 $ 17,875 =============================
The Company has a $150.0 million revolving credit agreement with Morgan Guaranty Trust Company of New York as agent that matures on December 1, 1998. The Company has an agreement with U.S. National Bank of Oregon to issue up to $100.0 million in commercial paper, backed by the revolving credit agreement. At May 27, 1995, the Company maintained unused bank credit facilities of $267.8 million, including $177.7 million in lines of credit and $90.1 million in the revolving credit agreement. At May 27, 1995, the interest rates averaged 6.4% on commercial paper and 5.3% on utilized lines of credit, and was 6.6% on the revolving credit agreement. The Company's long-term debt consisted of:
(In thousands) 1995 1994 -------------------------------------------------------------------------------------------------------------------- 7.5% Notes due August 1, 2003 $ 100,000 $ 100,000 Other long-term agreements 6,584 6,036 ----------------------------- Long-term instruments 106,584 106,036 Current maturities (1,600) (1,121) ----------------------------- Long-term debt $ 104,984 $ 104,915 =============================
Certain of the Company's debt agreements require the maintenance of specified interest rate coverage ratios and a minimum consolidated tangible net worth. At May 27, 1995, the Company had unrestricted retained earnings of $46.7 million after meeting those requirements. Aggregate long-term debt payments will be $1.6 million in 1996, $2.7 million in 1997, $1.6 million in 1998, $0.7 million in 1999, and none in 2000. OTHER LONG-TERM LIABILITIES Other long-term liabilities consisted of:
(In thousands) 1995 1994 -------------------------------------------------------------------------------------------------------------------- Accrued pension $ 53,085 $ 43,881 Accrued postretirement benefits 49,233 54,480 Other 18,977 43,311 ----------------------------- Other long-term liabilities $ 121,295 $ 141,672 =============================
OTHER INCOME (EXPENSE) Other income (expense) consisted of:
(In thousands) 1995 1994 1993 -------------------------------------------------------------------------------------------------------------------- Gain on sale of marketable securities $ 14,314 $ 13,309 $ -- Charitable contributions (2,562) (2,824) (3,148) Currency losses (2,231) (1,980) (2,825) Other (4,777) 575 (4,378) ---------------------------------------------- Other income (expense) $ 4,744 $ 9,080 $ (10,351) ==============================================
COMMITMENTS AND CONTINGENCIES Rental expense was $28.0 million in 1995, $20.7 million in 1994, and $19.9 million in 1993. The future minimum obligations under operating leases and other commitments having an initial or remaining noncancelable term in excess of one year as of May 27, 1995, are:
(In thousands) Operating Leases Commitments ----------------------------------------------------------- 1996 $ 16,081 $ 20,209 1997 12,342 15,816 1998 6,531 3,767 1999 2,955 125 2000 1,314 -- Future Years 3,302 -- ------------------------- Total $ 42,525 $ 39,917 ========================= 34 The Company signed a supply agreement pursuant to the 1994 sale of its Integrated Circuit Operation to Maxim Integrated Products, Inc. Under the agreement, the Company has minimum purchase requirements through 1997. The Company also has long-term or minimum purchase agreements with various other suppliers. In the normal course of business, the Company and its subsidiaries are parties to various legal claims, actions and complaints, including matters involving patent infringement and other intellectual property claims. Although it is impossible to predict with certainty whether or not the Company and its subsidiaries will ultimately be successful in any of these legal matters or, if not, what the impact might be, the Company believes that disposition of these matters will not have a material adverse effect on the Company's financial position and results of operations. SHAREHOLDERS' EQUITY STOCK OPTION AND INCENTIVE COMPENSATION PLANS The Company has stock option plans for selected employees. There were 4,211,000 shares reserved for issuance under these plans at May 27, 1995. Under the terms of the plans, incentive stock options are granted at an option price not less than the market value at the date of grant. Nonqualified stock options may not be granted at less than 50% of the market value at the date of grant. The exercise period for the options is not to exceed 10 years. Activity under the option plans was:
(Options in thousands) 1995 1994 1993 -------------------------------------------------------------------------------------------------------------------- Outstanding at beginning of year 2,866 3,324 3,085 Granted 812 758 1,066 Exercised (1,102) (925) (451) Canceled (217) (291) (376) --------------------------------------------- Outstanding at end of year 2,359 2,866 3,324 ============================================= Options exercisable at end of year 869 1,312 1,348 Option prices per share: Granted $ 29 - 46 $ 22 - 28 $ 18 - 27 Exercised 13 - 33 13 - 28 13 - 25 Canceled 17 - 37 13 - 42 13 - 38 ---------------------------------------------- Exercisable at end of year $ 13 - 33 $ 13 - 33 $ 13 - 42 ----------------------------------------------
There were 1,045 employees holding options at May 27, 1995. The Company also has cash and stock incentive compensation plans for certain executives. The plans provide for compensation based on financial performance over one- and three-year periods. SHAREHOLDER RIGHTS AGREEMENT In August 1990, the Company's Board of Directors approved a shareholder rights agreement and declared a dividend of one right for each outstanding common share. Each right entitles the holder to purchase one one-thousandth of a share of Series A No Par Preferred Shares at an exercise price of $60, subject to adjustment. Generally, the rights become exercisable 10 days after a person or group acquires or commences a tender offer that would result in beneficial ownership of 20% or more of the common shares. In addition, the rights become exercisable if any party becomes the beneficial owner of 10% or more of the outstanding common shares and is determined by the Board of Directors to be an adverse party. Upon the occurrence of certain additional events specified in the shareholder rights agreement, each right would entitle its holder to purchase common shares of the Company (or, in some cases, a potential acquiring company) or other property having a value of twice the right's exercise price. The rights, which are not currently exercisable, expire in September, 2000, but may be redeemed by action of the Board prior to that time, under certain circumstances, for $0.01 per right. BENEFIT PLANS PENSION PLANS The Company has defined benefit retirement plans covering most employees. Benefits upon retirement or termination are based on length of service and final average compensation at retirement. The Company's funding policy is to contribute amounts determined annually on an actuarial basis that provide for current and future benefits in accordance with funding requirements of applicable laws and regulations of the countries in which the plans are located. Assets of funded benefit plans are held primarily in trust accounts. The majority of the assets are invested in common stocks, bonds and real estate, with the balance primarily in cash and short-term investments. The following tables set forth the funded status and the amounts recognized in the financial statements for the Company's defined benefit retirement plans:
(In thousands) 1995 1994 -------------------------------------------------------------------------------------------------------------------- Assets exceed Accumulated Assets exceed Accumulated accumulated benefits accumulated benefits benefits exceed assets benefits exceed assets -------------------------------------------------------------------------------------------------------------------- Actuarial present value of benefit obligations: Vested benefit obligation $ 53,416 $ 341,778 $ 22,333 $ 300,841 =============================================================== Accumulated benefit obligation $ 58,531 $ 361,623 $ 26,498 $ 318,650 =============================================================== Projected benefit obligation $ 69,927 $ 404,264 $ 39,601 $ 359,050 Plan assets at fair value 66,249 319,411 35,384 304,510 --------------------------------------------------------------- Projected benefit obligation in excess of plan assets 3,678 84,853 4,217 54,540 Unrecognized initial net asset (obligation) 193 5,244 (806) 7,415 Unrecognized prior service cost (962) (9,792) (116) (11,466) Unrecognized net loss (2,276) (30,098) (3,139) (7,129) --------------------------------------------------------------- Accrued pension $ 633 $ 50,207 $ 156 $ 43,360 ===============================================================
35 Assumptions used in the accounting for the defined benefit plans were:
1995 1994 1993 -------------------------------------------------------------------------------------------------------------------- Overall weighted-average discount rates 8.1% 8.2% 8.0% Overall rates of increase in compensation levels 4.8% 4.8% 4.7% Expected long-term rate of return on plan assets 9.3% 9.4% 9.4%
Net periodic pension expense includes the following components:
(In thousands) 1995 1994 1993 -------------------------------------------------------------------------------------------------------------------- Service cost $ 8,983 $ 9,346 $ 8,844 Interest cost 33,693 30,458 29,801 Actual return on plan assets (36,587) (22,721) (25,108) Net amortization and deferral 3,987 (9,072) (5,681) ---------------------------------------------- Net periodic pension expense 10,076 8,011 7,856 Other benefit plans 928 1,114 1,261 ---------------------------------------------- Pension expense $ 11,004 $ 9,125 $ 9,117 ==============================================
A credit of $4.4 million arising from employee reductions and the related impact on pension expense recognized in prior years, was recognized during 1993. As a result, pension expense was reduced by $1.0 million in 1993. POSTRETIREMENT BENEFITS In 1993, the Company adopted SFAS No. 106, 'Accounting for Postretirement Benefits Other than Pensions', which requires the recognition of the cost of postretirement health care and life insurance benefits over the active service period of its employees. The Company elected to recognize the transition obligation of $57.1 million, which represented the previously unrecognized prior service cost, immediately upon implementation. This resulted in a one- time non-cash charge of $34.8 million, net of applicable income taxes. In addition, the Company also recognized a curtailment gain of $2.9 million in 1993 arising from employee reductions that resulted in a decrease in the accumulated postretirement benefit obligation. During 1995, the Company revised its postretirement welfare programs to modify company-paid benefits for current and future retirees. Beginning August 1, 1995, employees who retire on or after that date will pay the full cost of their medical and life insurance coverage. The subsidies currently provided to existing retirees will be eliminated by 1997. Retirees who have accumulated insurance credits may apply them toward the purchase of medical and life insurance benefits. The revisions resulted in an unrecognized prior service cost gain of $26.7 million that will be amortized over 10 years as a reduction in postretirement benefit expense. In addition, as a result of the revisions, the postretirement benefit expense for the year decreased in total by $5.6 million, resulting in a net credit to earnings before taxes for 1995 of $2.1 million. The status of the Company's unfunded postretirement benefit obligation was:
(In thousands) 1995 1994 -------------------------------------------------------------------------------------------------------------------- Accumulated postretirement benefit obligation (APBO): Current retirees $ 10,981 $ 32,209 Active employees eligible to retire 3,776 9,620 Other active employees 2,894 11,475 ----------------------------- Total accumulated obligation 17,651 53,304 Unrecognized prior service cost gain 24,039 -- Unrecognized net gain 11,053 4,687 ----------------------------- Accrued postretirement benefits $ 52,743 $ 57,991 =============================
The net postretirement benefit expense includes the following components:
(In thousands) 1995 1994 1993 -------------------------------------------------------------------------------------------------------------------- Service cost $ 184 $ 1,008 $ 1,038 Interest cost 1,286 4,405 5,018 Net amortization (3,587) -- -- ---------------------------------------------- Postretirement benefit expense (credit) $ (2,117) $ 5,413 $ 6,056 ==============================================
The discount rate and rate of salary increase used in determining the APBO for both 1995 and 1994 were 8.3% and 4.8%, respectively. The health care cost trend rates used in measuring the APBO at May 27, 1995, ranged from 8.6% to 11.5%, depending on the specific plans, and are assumed to decrease gradually until they reach 5.8% in the year 2003 and remain level thereafter. The health care cost trend rates in 1994 ranged from 9.0% to 12.3%, and were also assumed to decline to 5.8% over a similar period. The health care cost trend rate assumptions can have a significant effect on the amounts reported. However, because of the nature of the program revisions adopted in 1995, changing the assumptions by one percent would not have a material impact on the APBO at May 27, 1995 and the postretirement expense for the year. EMPLOYEE SAVINGS PLANS The Company has two employee savings plans that qualify as deferred salary arrangements under Section 401(k) of the Internal Revenue Code. Participating U.S. employees may defer up to 15% of their pre-tax earnings subject to certain regulatory limitations. Employee contributions are invested, at the employees' direction, among a variety of investment alternatives. Depending on the plan, the Company currently matches up to 3% of an employee's salary either in Company stock or cash. In addition, the Company also makes a contribution for certain employees equal to 2% of the employee's annual base pay, even if the employee does not currently contribute to a plan. The latter contribution is made regardless of the Company's performance and is invested entirely in Company stock. Total cost for these plans was approximately $11.1 million in 1995, $12.7 million in 1994, and $13.1 million in 1993. DERIVATIVE FINANCIAL INSTRUMENTS The Company, as a part of its management of assets and liabilities, enters into derivative financial instruments to reduce financial market risks. These instruments 36 are used to hedge foreign currency and interest rate exposures of underlying assets and liabilities. These instruments involve elements of market risk which offset the market risk of the underlying assets and liabilities they hedge. The Company does not hold or issue derivative financial instruments for trading purposes. The notional or contract amounts of the derivative financial instruments do not represent amounts exchanged by the parties involved and, thus, are not a measure of the Company's exposure. The Company is potentially subject to risk in the event of nonperformance by counterparties to its derivative financial instruments. However, the Company has entered into these instruments with creditworthy financial institutions and considers the risk of nonperformance to be remote. The fair value of foreign exchange contracts approximates the notional amount of the contracts at the reporting date. FOREIGN EXCHANGE RISK MANAGEMENT The Company enters into forward exchange contracts to hedge its foreign exchange risk. At the end of 1995 and 1994, the notional amount of the Company's outstanding contracts was $54.9 million and $20.6 million, respectively. Generally, these contracts have maturities that do not exceed one year and require the Company to exchange foreign currencies for U.S. dollars at maturity. The purpose of the Company's hedging activities is to reduce the risk that the eventual cash flows are adversely affected by changes in exchange rates. Deferred gains or losses attributable to foreign currency instruments are not material. FAIR VALUE OF FINANCIAL INSTRUMENTS The estimated fair values of the Company's financial instruments are as follows:
(In thousands) 1995 1994 -------------------------------------------------------------------------------------------------------------------- Carrying Carrying amount Fair value amount Fair value -------------------------------------------------------------------------------------------------------------------- Financial assets: Cash & cash equivalents $ 31,742 $ 31,742 $ 43,044 $ 43,044 Accounts receivable: 311,865 311,865 268,258 268,258 Other long-term assets: Marketable securities 29,392 29,392 5,129 26,574 Long-term receivables 30,749 30,609 5,420 5,420 Financial liabilities: Short-term debt 84,623 84,623 17,875 17,875 Accounts payable 170,861 170,861 162,551 162,551 Long-term debt 104,984 104,651 104,915 104,915
The fair values of cash and cash equivalents, accounts receivable, short-term debt and accounts payable approximate cost because of the immediate or short-term maturity of these financial instruments. The fair value of marketable securities is based on quoted market prices at the reporting date. The fair value of long-term receivables and long-term debt is estimated based on quoted market prices for similar instruments or by discounting expected cash flows at rates currently available to the Company for instruments with similar risks and maturities. CONCENTRATIONS OF CREDIT RISK Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable. The risk is limited due to the large number of entities comprising the Company's customer base and their dispersion across many different industries and geographies. At May 27, 1995, the Company had no significant concentrations of credit risk. INCOME TAXES The effective tax rate for 1995 was 26% compared to a U.S. statutory rate of 35%. The lower effective tax rate was primarily due to the ability of the Company to reduce its deferred tax valuation allowance from prior years. The reduction in the valuation allowance was made possible after permission was obtained from the Internal Revenue Service to capitalize the costs of a major research and development project. Capitalization of such costs increased the amount of deferred tax assets utilized in 1995, thereby necessitating a lower valuation allowance against deferred tax assets. The components of earnings (loss) before taxes are contained in the Business Segments footnote. The provision for income taxes consisted of:
(In thousands) 1995 1994 1993 -------------------------------------------------------------------------------------------------------------------- Current Federal $ 17,769 $ 9,077 $ 12,049 State 4,041 2,900 716 Non-U.S. 6,624 3,938 12,140 ---------------------------------------------- 28,434 15,915 24,905 Deferred Federal 4,649 15,167 (49,969) State 641 1,684 (8,569) Non-U.S. (5,156) (7,562) (6,963) ---------------------------------------------- 134 9,289 (65,501) ---------------------------------------------- Total provision $ 28,568 $ 25,204 $ (40,596) ==============================================
The provisions differ from the amounts that would result by applying the U.S. statutory rate to earnings (loss) before taxes. A reconciliation of the difference is:
(In thousands) 1995 1994 1993 -------------------------------------------------------------------------------------------------------------------- Income taxes based on U.S. statutory rate $ 38,457 $ 30,133 $ (33,747) Change in beginning of year valuation allowance (6,842) (5,981) -- Foreign sales corporations (3,196) (3,926) (328) State income taxes, net of U.S. tax 3,043 2,980 (5,183) Provision for audit adjustments 1,299 3,060 (7,793) Other U.S. adjustments (1,137) 1,840 777 Foreign taxes on non-U.S. source income (2,542) (4,370) 5,678 Capital gains adjustments from sale of investments (514) (2,678) -- Prior year foreign tax credits -- 6,422 -- Benefit of tax rate change -- (2,276) -- ---------------------------------------------- Income taxes $ 28,568 $ 25,204 $ (40,596) ==============================================
37 Net deferred tax assets and liabilities are included in the following consolidated balance sheet accounts:
(In thousands) 1995 1994 -------------------------------------------------------------------------------------------------------------------- Other current assets $ 37,097 $ 41,031 Deferred tax assets 76,418 79,552 ----------------------------- Net deferred tax assets $ 113,515 $ 120,583 =============================
The temporary differences and carryforwards that give rise to deferred tax assets and liabilities were as follows:
(In thousands) 1995 1994 -------------------------------------------------------------------------------------------------------------------- Deferred tax assets: Reserves and other liabilities $ 47,789 $ 39,396 AMT and foreign tax credit carryforwards 21,297 36,886 Accrued postretirement benefits 21,097 23,196 Accumulated depreciation 18,894 1,196 Accrued pension obligation 16,699 14,059 Net operating losses of non-U.S. affiliates 16,395 8,388 Restructuring costs and separation programs 3,395 31,551 ----------------------------- Gross deferred tax assets 145,566 154,672 Less valuation allowance (12,455) (19,297) ----------------------------- Deferred tax assets 133,111 135,375 Deferred tax liabilities: Unamortized LIFO reserve (11,562) (14,792) Unrealized gains on marketable securities (8,034) -- ----------------------------- Deferred tax liabilities (19,596) (14,792) ----------------------------- Net deferred tax assets $ 113,515 $ 120,583 =============================
There are $9.8 million of unused foreign tax credits which, if not used, will expire between 1997 and 1998. There are $11.5 million of alternative minimum tax (AMT) credits that can be carried forward indefinitely. QUARTERLY FINANCIAL DATA (UNAUDITED) In the opinion of management, this unaudited quarterly financial summary includes all adjustments necessary to present fairly the results for the periods represented (in thousands, except per share amounts):
13 weeks to Aug. 27, 1994 Nov. 26, 1994 Feb. 25, 1995 May 27, 1995 -------------------------------------------------------------------------------------------------------------------- Net sales $ 314,695 $ 350,307 $ 367,231 $ 439,545 Gross profit 152,634 160,708 163,881 189,829 Operating income 23,123 26,807 30,245 35,041 Earnings before taxes 21,560 24,632 29,289 34,396 Net earnings $ 15,938 $ 18,181 $ 21,721 $ 25,469 Earnings per share $ 0.52 $ 0.59 $ 0.70 $ 0.82 Dividends per share 0.15 0.15 0.15 0.15 Common stock prices: High $ 32.63 $ 40.00 $ 38.38 $ 47.00 Low 27.63 33.13 32.38 32.00
13 weeks to Aug. 28, 1993 Nov. 27,1993 Feb. 26,1994 May 28,1994 -------------------------------------------------------------------------------------------------------------------- Net sales $ 291,581 $ 318,872 $ 334,738 $ 379,790 Gross profit 136,777 146,252 152,880 174,115 Operating income 14,721 19,144 23,042 30,245 Earnings before taxes 11,246 17,347 23,612 33,888 Net earnings $ 9,682 $ 11,445 $ 15,656 $ 24,106 Earnings per share $ 0.31 $ 0.38 $ 0.51 $ 0.78 Dividends per share 0.15 0.15 0.15 0.15 Common stock prices: High $ 27.50 $ 25.50 $ 28.25 $ 33.38 Low 22.13 21.38 21.38 26.00
The Company's common stock is traded on the New York and Pacific Stock Exchanges. There were 4,538 shareholders of record at June 21, 1995. The above quoted market prices are the composite prices reported by The Wall Street Journal rounded to full cents per share. Dividends are paid at the discretion of the Board of Directors dependent upon their judgment of the Company's future earnings, expenditures and financial condition. [Line chart depicting 1994 and 1995 stock prices, by quarter] 1994 1994 1994 1994 1995 1995 1995 1995 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 High $27.50 $25.50 $28.25 $33.38 $32.63 $40.00 $38.38 $47.00 Low 22.13 21.38 21.38 26.00 27.63 33.13 32.38 32.00
38 EX-21 7 SUBSIDIARIES OF THE REGISTRANT EXHIBIT 21 Exhibit 21 Subsidiaries of Tektronix, Inc. Percentage of Voting Name of Subsidiary and Securities Owned by Jurisdiction in Which Organized Immediate Parent __________________________________ ____________________ Tektronix Ges.m.b.H. (Austria) 100% Tektronix GmbH (Germany) 100 Tektronix Canada Inc. (Canada) 100 Tektronix Australia Pty. Limited (Australia) 100 Grass Valley Group Pty. Limited (Australia) 100 Tektronix (France) 100 Tektronix N.V. (Belgium) 100 Tektronix, S.A. de C.V. (Mexico) 100 Tektronix A/S (Denmark) 100 Tektronix S.p.A. (Italy) 100 Tektronix Norge A/S (Norway) 100 Tektronix AB (Sweden) 100 Tektronix Oy (Finland) 100 Tektronix Industria e Comercio Ltda. (Brazil) 100 Tektronix Europe B.V. (The Netherlands) 100 The Grass Valley Group, Inc. (California) 100 GVG International, Ltd. (California) 100 GVG Japan, Ltd. (Japan) 100 Grass Valley International, Inc. (Guam) 100 Tektronix International A.G. (Switzerland) 100 Tektronix Holland N.V. 100 (The Netherlands) Page 2. Exhibit 21 Tektronix U.K. Limited 100 (England) GVG Limited (United Kingdom) 100 Bouwerij Heerenveen N.V. 100 (The Netherlands) Tektronix Espanola, S.A. (Spain) 100 Tektronix Development Company (Oregon) 100 Tektronix Foreign Sales Corporation (Guam) 100 Tektronix China, Limited (Hong Kong) 100 Tektronix Hong Kong Limited (Hong Kong) 100 Tektronix International, Inc. (Oregon) 100 Yangzhong Tektronix Electronic Instrument Co., Ltd. 70 (China) Shanghai Tektronix Electronic Instrument Co., Ltd. 65 (China) Chongqing Tektronix Electronic Instrument Co., Ltd. 60 (China) Tektronix Taiwan, Ltd. (Taiwan) 100 Tektronix Properties, Inc. (Oregon) 100 Tektronix Federal Systems, Inc. (Oregon) 100 Tektronix Asia, Ltd. (Oregon) 100 Tektronix Singapore Pte Ltd (Singapore) 100 Tektronix Europe, Inc.(Oregon) 100 Tektronix Korea, Ltd. (Korea) 100 Hinditron Tektronix Instruments Limited (India) 62 Microwave Logic, Inc. (Massachusetts) 100 Lightworks Editing Systems Limited (United Kingdom) 100 Lightworks Editing System, Inc. (California) 100 EX-23 8 INDEPENDENT AUDITORS' CONSENT EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement Nos. 33-59171, 33-58511, 33-33496, and 33-30648 of Tektronix, Inc. on Form S-8 and Registration Statement Nos. 33-58635, 33-58513, 33-18658, and 33-59648 of Tektronix, Inc. on Form S-3 of our report dated June 21, 1995 (which expresses an unqualified opinion and includes an explanatory paragraph relating to a change in method of accounting for other postretirement benefits and income taxes in the year ended May 29, 1993 and a change in method of accounting for certain investments in debt and equity securities in the year ended May 27, 1995), incorporated by reference in this Annual Report on Form 10-K of Tektronix, Inc. for the year ended May 27, 1995. DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Portland, Oregon August 9, 1995 EX-24 9 POWERS OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY The undersigned constitutes and appoints JEROME J. MEYER, CARL W. NEUN and JOHN P. KARALIS and each of them, as the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Tektronix, Inc. Annual Report on Form 10-K for the year ended May 27, 1995 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: July 29, 1995 PAUL C. ELY, JR. _________________________ Paul C. Ely, Jr. POWER OF ATTORNEY The undersigned constitutes and appoints JEROME J. MEYER, CARL W. NEUN and JOHN P. KARALIS and each of them, as the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Tektronix, Inc. Annual Report on Form 10-K for the year ended May 27, 1995 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: August 4, 1995 A.M. GLEASON ______________________ A.M. Gleason POWER OF ATTORNEY The undersigned constitutes and appoints JEROME J. MEYER, CARL W. NEUN and JOHN P. KARALIS and each of them, as the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Tektronix, Inc. Annual Report on Form 10-K for the year ended May 27, 1995 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: July 31, 1995 WAYLAND R. HICKS ___________________________ Wayland R. Hicks POWER OF ATTORNEY The undersigned constitutes and appoints JEROME J. MEYER, CARL W. NEUN and JOHN P. KARALIS and each of them, as the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Tektronix, Inc. Annual Report on Form 10-K for the year ended May 27, 1995 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: August 3, 1995 JEROME J. MEYER __________________________ Jerome J. Meyer POWER OF ATTORNEY The undersigned constitutes and appoints JEROME J. MEYER, CARL W. NEUN and JOHN P. KARALIS and each of them, as the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Tektronix, Inc. Annual Report on Form 10-K for the year ended May 27, 1995 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: July 30, 1995 KEITH R. MCKENNON __________________________ Keith R. McKennon POWER OF ATTORNEY The undersigned constitutes and appoints JEROME J. MEYER, CARL W. NEUN and JOHN P. KARALIS and each of them, as the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Tektronix, Inc. Annual Report on Form 10-K for the year ended May 27, 1995 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: August 4, 1995 A. GARY AMES _______________________ A. Gary Ames POWER OF ATTORNEY The undersigned constitutes and appoints JEROME J. MEYER, CARL W. NEUN and JOHN P. KARALIS and each of them, as the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Tektronix, Inc. Annual Report on Form 10-K for the year ended May 27, 1995 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: July 29, 1995 WILLIAM D. WALKER __________________________ William D. Walker POWER OF ATTORNEY The undersigned constitutes and appoints JEROME J. MEYER, CARL W. NEUN and JOHN P. KARALIS and each of them, as the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Tektronix, Inc. Annual Report on Form 10-K for the year ended May 27, 1995 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: August 1, 1995 JEAN VOLLUM _____________________ Jean Vollum POWER OF ATTORNEY The undersigned constitutes and appoints JEROME J. MEYER, CARL W. NEUN and JOHN P. KARALIS and each of them, as the undersigned's true and lawful attorneys and agents, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Tektronix, Inc. Annual Report on Form 10-K for the year ended May 27, 1995 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: July 27, 1995 MERRILL A. MCPEAK ___________________________ Merrill A. McPeak EX-27 10 FINANCIAL DATA SCHEDULE
5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS 12-MOS MAY-27-1995 MAY-27-1995 31,742 0 317,541 (5,676) 241,124 650,589 622,755 (370,845) 1,209,730 380,739 104,984 215,310 0 0 387,402 1,209,730 0 1,471,778 0 804,726 0 0 10,083 109,877 28,568 81,309 0 0 0 81,309 2.63 2.63