Prepared by MERRILL CORPORATION

0000912057-01-534053.txt : 20011009 0000912057-01-534053.hdr.sgml : 20011009 ACCESSION NUMBER: 0000912057-01-534053 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010825 FILED AS OF DATE: 20011001 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-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04837 FILM NUMBER: 1749446 BUSINESS ADDRESS: STREET 1: 14200 SW KARL DRIVE CITY: BEAVERTON STATE: OR ZIP: 97070 BUSINESS PHONE: 5036277111 MAIL ADDRESS: STREET 1: P O BOX 100 CITY: WILSONVILLE STATE: OR ZIP: 97070-1000 10-Q 1 a2060097z10-q.htm 10-Q Prepared by MERRILL CORPORATION
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

/x/		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended August 25, 2001, 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 (State or other jurisdiction of incorporation or organization)		93-0343990 (IRS Employer Identification No.)
14200 SW KARL BRAUN DRIVE BEAVERTON, OREGON (Address of principal executive offices)		97077 (Zip Code)

(503) 627-7111
(Registrant's telephone number, including area code)

NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report)

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

AT SEPTEMBER 22, 2001 THERE WERE 92,000,842 COMMON SHARES OF TEKTRONIX, INC. OUTSTANDING.
(Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.)

TEKTRONIX, INC. AND SUBSIDIARIES
INDEX

			Page No.
PART I. FINANCIAL INFORMATION
	Item 1.	Financial Statements:
		Condensed Consolidated Balance Sheets (Unaudited)— August 25, 2001 and May 26, 2001	2
		Condensed Consolidated Statements of Operations (Unaudited)— for the Quarter ended August 25, 2001 and the Quarter ended August 26, 2000	3
		Condensed Consolidated Statements of Cash Flows (Unaudited)— for the Quarter ended August 25, 2001 and the Quarter ended August 26, 2000	4
		Notes to Condensed Consolidated Financial Statements (Unaudited)	5
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	12
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20

PART II. OTHER INFORMATION
	Item 4.	Submission of Matters to a Vote of Security Holders	21
	Item 6.	Exhibits and Reports on Form 8-K	21
SIGNATURE			22

TEKTRONIX, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

				Aug. 25, 2001		May 26, 2001
				(In thousands)
ASSETS
	Current assets:
		Cash and cash equivalents		$	362,677	$	292,429
		Short-term marketable investments			178,509		282,005
		Accounts and notes receivable (net of allowance for doubtful accounts of $4,796 and $4,573, respectively)			96,081		142,977
		Inventories, net			152,530		149,964
		Other current assets			68,402		66,269

			Total current assets		858,199		933,644
	Property, plant and equipment, net				168,365		171,750
	Long-term marketable investments				209,694		217,258
	Deferred tax assets, net				2,728		3,318
	Other long-term assets				197,380		196,127

			Total assets	$	1,436,366	$	1,522,097

LIABILITIES AND SHAREHOLDERS' EQUITY
	Current liabilities:
		Accounts payable and accrued liabilities		$	152,815	$	205,038
		Accrued compensation			47,911		96,703
		Deferred revenue			16,684		14,208

			Total current liabilities		217,410		315,949
	Long-term debt				124,307		127,840
	Other long-term liabilities				69,817		64,963
	Shareholders' equity:
		Common stock, no par value (authorized 200,000 shares; issued and outstanding 92,076 at August 25, 2001 and 92,077 at May 26, 2001)			228,691		225,003
		Retained earnings			782,385		778,428
		Accumulated other comprehensive income			13,756		9,914

			Total shareholders' equity		1,024,832		1,013,345

			Total liabilities and shareholders' equity	$	1,436,366	$	1,522,097

The accompanying notes are an integral part of these condensed consolidated financial statements.

TEKTRONIX, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

		Quarter ended
		Aug. 25, 2001			Aug. 26, 2000
		(In thousands, except per share amounts)
Net sales		$	216,582		$	278,191
Cost of sales			108,344			133,229

	Gross profit		108,238			144,962
Research and development expenses			34,166			33,813
Selling, general and administrative expenses			57,641			74,437
Equity in business ventures' loss			982			132
Non-recurring charges, net			7,928			315

	Operating income		7,521			36,265
Interest expense			(2,690	)		(3,357	)
Interest income			10,068			14,250
Other expense, net			(3,630	)		(4,957	)

	Earnings before taxes		11,269			42,201
Income tax expense			3,944			14,770

	Earnings from continuing operations		7,325			27,431
Discontinued operations:
	Gain on sale of Color Printing and Imaging division (less applicable income tax expense of $504)		937			—

	Net earnings	$	8,262		$	27,431

Net earnings per share—basic		$	0.09		$	0.29
Net earnings per share—diluted		$	0.09		$	0.28
Net earnings per share from continuing operations—basic		$	0.08		$	0.29
Net earnings per share from continuing operations—diluted		$	0.08		$	0.28
Net earnings per share from discontinued operations—basic and diluted		$	0.01		$	—
Weighted average shares outstanding—basic			92,040			95,378
Weighted average shares outstanding—diluted			92,815			97,477

The accompanying notes are an integral part of these condensed consolidated financial statements.

TEKTRONIX, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

			Quarter ended
			Aug. 25, 2001			Aug. 26, 2000
			(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings			$	8,262		$	27,431
Adjustments to reconcile net earnings to net cash used in operating activities:
	Pre-tax gain on the sale of Color Printing and Imaging			(1,441	)		—
	Pre-tax net non-recurring charges			(64	)		315
	Depreciation and amortization expense			10,186			11,036
	Asset impairments			—			2,391
	Loss on the disposition of investments			1,327			—
	Loss on the disposition of fixed assets			654			554
	Bad debt expense			237			916
	Deferred income tax (benefit) expense			(4,460	)		7,619
	Equity in business ventures' loss			982			132
	Changes in operating assets and liabilities:
		Accounts and notes receivable, net		46,659			(4,050	)
		Inventories, net		(2,566	)		(11,621	)
		Other current assets		2,327			671
		Accounts payable and accrued liabilities		(51,222	)		(3,143	)
		Accrued compensation		(48,792	)		(32,817	)
		Deferred revenue		2,476			(988	)
		Other long-term assets and liabilities, net		2,586			(2,019	)

		Net cash used in operating activities		(32,849	)		(3,573	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment				(6,780	)		(8,482	)
Proceeds from the disposition of fixed assets				235			3,715
Long-term investments				10,296			—
Short-term investments				103,496			(103,541	)

		Net cash provided by (used in) investing activities		107,247			(108,308	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in short-term debt				—			59
Repayment of long-term debt				(3,533	)		(32	)
Proceeds from employee stock plans				4,184			15,433
Repurchase of common stock				(4,801	)		(47,916	)

		Net cash used in financing activities		(4,150	)		(32,456	)

Net increase (decrease) in cash and cash equivalents				70,248			(144,337	)
Cash and cash equivalents at beginning of period				292,429			683,808

Cash and cash equivalents at end of period			$	362,677		$	539,471

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS
Income taxes paid—net			$	7,933		$	551
Interest paid			$	4,705		$	5,656

The accompanying notes are an integral part of these condensed consolidated financial statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. The Company

Tektronix, Inc. ("Tektronix" or the "Company") operates as a focused test, measurement and monitoring company, providing measurement solutions to customers in many industries, including computers, telecommunications and semiconductors. Prior to fiscal year 2001, the Company operated in three major business divisions: Measurement, Color Printing and Imaging, and Video and Networking. During fiscal year 2000, the Company sold substantially all of the assets of the Color Printing and Imaging and Video and Networking divisions. The Company maintains operations in four major geographies: the Americas, including the United States, Mexico, Canada and South America; Europe; the Pacific, excluding Japan; and Japan.

As a focused measurement company, Tektronix enables its customers to design, build, deploy and manage next-generation global communications networks and many other electronic technologies. Revenue is derived principally through the development and marketing of a range of products including: oscilloscopes; logic analyzers; communications test equipment, including products for network monitoring and protocol test, optical transmission test and mobile production test; video test equipment; video streaming products; and related components, services and accessories.

2. Financial statement presentation

The consolidated financial statements include the accounts of Tektronix and its majority-owned subsidiaries. Investments in joint ventures and minority-owned companies where the Company exercises significant influence are accounted for under the equity method with the Company's percentage of earnings included in Equity in business ventures' loss on the Consolidated Statements of Operations. Significant intercompany transactions and balances have been eliminated. Certain prior year amounts have been reclassified to conform to the current year's presentation with no effect on previously reported earnings. The Company's fiscal year is the 52 or 53 weeks ending the last Saturday in May. Fiscal years 2002 and 2001 are 52 weeks.

The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. These estimates and assumptions, including those used to record the results of discontinued operations, affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the revenues and expenses reported during the period. Actual results may differ from estimated amounts.

3. Sale of Color Printing and Imaging

On January 1, 2000, the Company sold substantially all of the assets of the Color Printing and Imaging division to Xerox Corporation ("Xerox"). The sales price was $925.0 million in cash, with certain liabilities of the division assumed by Xerox. During the third quarter of fiscal year 2000, Tektronix recorded a net gain of $340.3 million on this sale. The net gain was calculated as the excess of the proceeds received over the net book value of the assets transferred, $198.5 million in income tax expense, a $60.0 million accrual for estimated liabilities related to the sale and $14.4 million in transaction and related costs. The Company accounted for the Color Printing and Imaging division as a discontinued operation in accordance with Accounting Principles Board ("APB") Opinion No. 30, "Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions."

During the first quarter of fiscal year 2002, the Company settled certain outstanding contingencies related to the sale of this division and recognized a gain from discontinued operations of $0.9 million, net of related income tax expense. As of August 25, 2001, the accrual for estimated liabilities related to the sale was $39.3 million.

4. Repurchase of Common Stock

On March 15, 2000, the Board of Directors authorized the purchase of up to $545.0 million of the Company's common stock on the open market or through negotiated transactions. During the first quarter of fiscal year 2002, the Company repurchased a total of 0.2 million shares for $4.8 million. As of August 25, 2001, the Company has repurchased a total of 6.4 million shares at an average price of $26.74 per share totaling $170.8 million under this authorization.

5. Non-Recurring Charges, Net

During the first quarter of fiscal year 2002, the Company incurred $7.9 million of net non-recurring costs including $8.0 million of one-time costs to better align future operating expense levels with reduced sales levels and $0.1 million of reserve reversals related to the 2000 Plan which is discussed below.

The $8.0 million of one-time costs were primarily severance related costs for 224 employees. These headcount reductions were completed in the first quarter and do not relate to previously announced restructuring plans.

The 2000 Plan

In the third quarter of fiscal year 2000, the Company announced and began to implement a series of actions (the "2000 Plan") intended to consolidate worldwide operations and transition the Company from a portfolio of businesses to a single smaller business focused on test, measurement and monitoring products. Major actions under the 2000 Plan included the exit from and consolidation within underutilized facilities, including the write-off of assets abandoned in conjunction with this action, the write-off and disposal of certain excess service and other inventories and focused headcount reductions to streamline the cost structure to that of a smaller Measurement business and to eliminate duplicative functions within the Company's infrastructure.

During the first quarter of fiscal year 2002, $0.1 million of previously accrued amounts were reversed from the payables and other liabilities reserve. The reversal resulted primarily from the favorable settlement of various international office leases.

Under the 2000 Plan, headcount reductions, net of current and prior period adjustments and reversals, totaled 118 employees. As of August 25, 2001, severance of approximately $7.2 million has been paid to 110 of these employees, with the remaining employees to be paid severance of approximately $0.8 million under contracts extending through 2002.

6. Earnings Per Share

	Aug. 25, 2001		Aug. 26, 2000
	(In thousands except per share amounts)
Net earnings	$	8,262	$	27,431

Weighted average shares used for basic earnings per share		92,040		95,378
Effect of dilutive stock options		775		2,099

Weighted average shares used for dilutive earnings per share		92,815		97,477

Net earnings per share—basic	$	0.09	$	0.29
Net earnings per share—diluted	$	0.09	$	0.28

Options to purchase an additional 2,671,211 and 20,500 shares of common stock were outstanding at August 25, 2001 and August 26, 2000, respectively, but were not included in the computation of diluted net earnings per share because their effect would be antidilutive.

7. Inventories

Inventories consisted of the following:

	Aug. 25, 2001		May 26, 2001
	(In thousands)
Materials	$	1,538	$	2,544
Work in process		57,441		63,138
Finished goods		93,551		84,282

Inventories	$	152,530	$	149,964

8. Property, Plant and Equipment

Property, plant and equipment consisted of the following:

	Aug. 25, 2001			May 26, 2001
	(In thousands)
Land	$	1,656		$	1,656
Buildings		152,999			148,732
Machinery and equipment		268,578			271,232
Accumulated depreciation and amortization		(254,868	)		(249,870	)

Property, plant and equipment, net	$	168,365		$	171,750

9. Investments in marketable equity securities

Investments in marketable equity securities are classified as available-for-sale and reported at fair market value on the Condensed Consolidated Balance Sheets as Long-term marketable investments. The related unrealized holding gains and losses are excluded from earnings and included, net of tax, in Accumulated other comprehensive income on the Condensed Consolidated Balance Sheets.

	Aug. 25, 2001		May 26, 2001
	(In thousands)
Unamortized cost basis of marketable equity securities	$	15,861	$	15,861
Gross unrealized holding gains		15,466		12,913

Fair value of marketable equity securities	$	31,327	$	28,774

10. Comprehensive Income

Comprehensive income and its components, net of tax, are as follows:

		Quarter ended
		Aug. 25, 2001		Aug. 26, 2000
		(In thousands)
Net earnings		$	8,262	$	27,431
Other comprehensive income:
	Currency translation adjustment, net of taxes of $1,540 and (1,543), respectively		2,310		(2,315	)
	Unrealized holding gains on available-for-sale securities, net of taxes of $1,200 and 9,905, respectively		1,532		14,852

Total comprehensive income		$	12,104	$	39,968

Accumulated other comprehensive income consisted of the following:

	Foreign currency translation		Unrealized holding gains on available-for- sale securities		Accumulated other comprehensive income
	(In thousands)
Balance as of May 26, 2001	$	2,050	$	7,864	$	9,914
Q1 activity		2,310		1,532		3,842

Balance as of Aug. 25, 2001	$	4,360	$	9,396	$	13,756

11. Derivative Financial Instruments and Risk Management

The Company adopted Statement of Financial Accounting Standard ("SFAS") No. 133, Accounting for Derivative Instruments and Hedging Activities and the subsequent amendments SFAS 137 and SFAS 138, on May 27, 2001. These pronouncements require that all derivatives, including foreign currency exchange contracts, be recognized on the balance sheet at fair value. Derivatives that are not hedges must be recorded at fair value through earnings. If a derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative are either offset against the change in fair value of underlying assets or liabilities through earnings or recognized in other comprehensive earnings until the underlying hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value is to be immediately recognized in earnings. The Company recorded a net-of-tax cumulative-effect-type gain adjustment of less than $0.1 million in accumulated other comprehensive earnings to recognize at fair value all derivatives that are designated as cash-flow hedging instruments upon adoption of SFAS No. 133 on May 27, 2001. This gain adjustment which was reclassified to earnings during the first quarter ending August 25, 2001, consisted of gains related to foreign currency forwards.

Derivative Instruments and Hedging Activities

The Company's activities expose it to a variety of market risks, including the effects of changes in foreign currency exchange rates. The financial exposures are monitored and managed by the Company as an integral part of its overall risk management program. The Company's risk management program seeks to reduce the potentially adverse effects that the volatility of the markets may have on its operating results. The Company maintains a foreign currency risk management strategy that uses derivative instruments to protect its interests from unanticipated fluctuations in earnings and cash flows caused by volatility in currency exchange rates. By using derivative financial instruments to hedge exposures to changes in exchange rates, the Company exposes itself to credit risk and market risk. The Company manages exposure to counterparty credit risk by entering into derivative financial instruments with highly rated institutions that can be expected to fully perform under the terms of the agreement. Market risk is the adverse effect on the value of a financial instrument that results from a change in currency exchange rates. The market risk associated with foreign exchange contracts is managed by the establishment and monitoring of parameters that limit the types and degree of market risk that may be undertaken.

Cash Flow Hedges

Cash flow hedges are hedges of anticipated transactions or of the variability of cash flows to be received or paid related to a recognized asset or liability. The Company purchases foreign exchange options and forward exchange contracts expiring within one year as hedges of anticipated purchases and sales that are denominated in foreign currencies. These contracts are entered into to protect against the risk that the eventual cash flows resulting from such transactions will be adversely affected by changes in exchange rates. As of August 25, 2001, the less than $0.1 million of deferred net losses on derivative instruments accumulated in other comprehensive earnings are expected to be reclassified to earnings during the next twelve months.

Accounting for Derivatives and Hedging Activities

All derivatives are recognized on the balance sheet at their fair value. Changes in the fair value of a derivative that does not qualify as a hedge are recorded in current period earnings in Other expense, net. Changes in the fair value of a derivative that is highly effective as—and that is designated and qualifies as—a cash-flow hedge are recorded in other comprehensive earnings, until the underlying transactions occur at which time the gains or losses are recorded in Net sales. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge items. This process includes linking all derivatives that are designated as cash flow hedges to specific anticipated transactions. The Company also formally assesses, both at the hedge's inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items. The Company discontinues hedge accounting prospectively when (1) it is determined that a derivative is no longer effective in offsetting changes in the fair value or cash flows of a hedged item; (2) the derivative expires or is sold, terminated, or exercised or (3) the derivative is discontinued as a hedge instrument, because it is unlikely that an anticipated transaction will occur. If hedge accounting is discontinued because it is probable that an anticipated transaction will not occur, the derivative will continue to be carried on the balance sheet at its fair value, and gains and losses that were accumulated in other comprehensive earnings will be recognized immediately in earnings. In all other situations in which hedge accounting is discontinued, the derivative will be carried at its fair value on the balance sheet, with changes in its fair value recognized in current-period earnings.

12. Business Segments

The Company's revenue is derived principally through the development and marketing of a range of test and measurement products in several operating segments that have similar economic characteristics as well as similar customers, production processes and distribution methods. Accordingly, the Company reports as a single Measurement segment.

The information provided below was obtained from internal information that was provided to the Company's executive management group for the purpose of corporate management.

		Aug. 25, 2001		Aug. 26, 2000
		(In thousands)
Consolidated net sales to external customers by region:
United States		$	118,950	$	141,166
Europe			42,256		58,674
Pacific			27,559		32,529
Japan			18,538		25,139
Americas			9,279		20,683

	Net sales	$	216,582	$	278,191

13. Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations". This statement discontinues the use of the pooling of interest method of accounting for business combinations. This statement is effective for all business combinations after June 30, 2001. Management has completed an evaluation of the effects of this statement and believes that it will not have a material effect on the Company's consolidated financial statements.

In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 142 requires the use of a nonamortization approach to account for purchased goodwill and certain intangibles. Under a nonamortization approach, goodwill and certain intangibles will not be amortized into results of operations, but instead will be reviewed for impairment and written down in the periods in which the recorded value of goodwill and certain intangibles is determined to be greater than its fair value. The Company early adopted the provisions of SFAS No. 142 as of May 27, 2001. These standards only permit prospective application of the new accounting. Therefore, adoption of these standards will not affect previously reported financial information. The principal effect of adopting SFAS No. 142 was the cessation of the amortization of goodwill in the current quarter; however, impairment reviews may result in future write-downs. The initial evaluation of impairment of existing goodwill is required to be completed no later than November 24, 2001, but management does not believe that it will have a material effect on the Company's consolidated financial statements. Goodwill amortization for the quarter ended August 26, 2000 amounted to approximately $0.3 million net of tax, which would have impacted the reported basic and diluted earnings per share by less than $0.01.

In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations," which addresses financial accounting and reporting for certain obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The provisions of SFAS No. 143 are required to be applied starting with fiscal years beginning after June 15, 2002. Management believes the adoption of the provisions of this statement will not have a material effect on the Company's consolidated financial statements.

In September 2001, the Emerging Issues Task Force ("EITF") issued EITF 01-10, "Accounting for the Impact of the Terrorist Attacks of September 11, 2001". This pronouncement discusses the classification and the timing of reporting losses directly associated with the terrorist attacks of September 11, 2001. Management believes that this will not have a material impact on the Company's consolidated financial statements as no property or personnel were lost as a result of these attacks.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Statements and information included in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this Quarterly Report on Form 10-Q include statements regarding Tektronix' future expectations, intentions, beliefs and strategies regarding the future, including new products, orders, revenues, margins, earnings and cost reduction efforts in anticipation of the economic downturn. The Company may make other forward-looking statements from time to time, including in press releases and public conference calls and Webcasts. All forward-looking statements made by Tektronix are based on information available to Tektronix at the time the statements are made, and Tektronix assumes no obligation to update any forward-looking statements. It is important to note that actual results are subject to a number of risks and uncertainties that could cause actual results to differ materially from those included in such forward-looking statements. Some of these risks and uncertainties are discussed below in the Risks and Uncertainties section of this Management's Discussion and Analysis.

General

Sale of Color Printing and Imaging

Repurchase of Common Stock

Non-Recurring Charges

The $8.0 million of one-time costs were primarily related to severance costs for 224 employees. These headcount reductions were completed in the first quarter and do not relate to previously announced restructuring plans.

The 2000 Plan

Results of Operations

Economic Conditions

During fiscal year 2001, economic conditions had a negative impact on many markets into which the Company sells products including, but not limited to, mobile handset manufacturing, automated test equipment, optical design and manufacturing, telecommunications and semiconductor manufacturing. These conditions adversely impacted the Company during the latter part of fiscal year 2001, as product orders declined and order cancellations increased. This trend continued through the first quarter of fiscal year 2002 as orders declined 22% from the fourth quarter of fiscal year 2001 and order cancellations continued at above normal levels. In response to the reduction in orders, the Company incurred certain one-time costs in the first quarter of fiscal year 2002. Additional one-time costs are expected to be incurred in the second quarter of fiscal year 2002 to better align future operating expense levels with reduced sales levels. In addition, future sales levels and operating margins may be reduced as a result of a decline in orders. Management of the Company is unable to predict the ultimate severity and duration of the recent economic conditions or their ultimate impact on the Company.

Orders

Consolidated orders for the first quarter of fiscal year 2002 were $164.6 million, a decrease of $142.3 million or 46% from orders of $306.9 million in the first quarter of fiscal year 2001. Consolidated orders decreased in all geographies, with the United States and Japan experiencing the steepest declines. Orders from the United States were $62.6 million, a decrease of $98.2 million or 61% from first quarter orders in the prior year. Orders from Japan were $14.6 million, a decrease of $16.0 million or 52% from first quarter fiscal year 2001 orders. In addition, European orders were $43.0 million a decline of $12.2 million or 22% from the comparable period of fiscal year 2001. These declines resulted from the above noted economic downturn that, during the first quarter of fiscal year 2002, continued to negatively impact many markets into which the Company sells products.

Net Sales

Consolidated net sales of $216.6 million for the first quarter of fiscal year 2002 decreased $61.6 million or 22% from first quarter fiscal year 2001 net sales of $278.2 million. Consolidated sales declines were experienced in all major geographies, with the United States and Europe experiencing the most significant declines. Net sales in the United States were $119.0 million, a decrease of $22.2 million or 16% from net sales for the first quarter of fiscal year 2001. Net sales in Europe were $42.3 million, a decrease of $16.4 million or 28% from net sales for the first quarter of the prior year. Sales declines can be primarily attributed to the above noted economic downturn and the resulting orders declines.

Gross Profit

Consolidated gross profit was $108.2 million for the quarter ended August 25, 2001, a decrease of 25% from gross profit of $145.0 million for the first quarter of fiscal year 2001. This decrease was primarily due to lower sales during the first quarter of fiscal year 2002 as compared with the first quarter of fiscal year 2001. Gross margin for the first quarter of fiscal year 2002 was 50%, a decrease from 52% for the comparable period of fiscal year 2001. This decrease resulted from the lower sales volumes combined with certain fixed costs and inventory write-offs due to recent order declines.

Operating Expenses

For the first quarter ended August 25, 2001, operating expenses were $100.7 million, a decrease of $8.0 million from $108.7 million for the first quarter of fiscal year 2001. The decrease is primarily attributable to a reduction of selling, general and administrative expenses in the first quarter of fiscal year 2002 offset by increases in research and development expenses and non-recurring charges.

Selling, general and administrative expenses were $57.6 million or 27% of net sales for the first quarter of fiscal year 2002, a decrease of $16.8 million from $74.4 million or 27% of net sales for the first quarter of the prior year. The decrease in expenses was primarily due to effective cost control measures and the Company's efforts to reduce expenses in line with lower orders and sales.

Research and development expenses were $34.2 million in the quarter ended August 25, 2001, a slight increase from $33.8 million in the same quarter of the prior year. Due to the lower sales volumes, research and development expenses as a percentage of sales increased to 16% for the first quarter of fiscal year 2002 from 12% in the same quarter a year ago. The Company incurred $7.9 million of net non-recurring costs in an effort to better align future operating expense levels with reduced sales levels as discussed above.

Non-Operating Income/Expense

Interest expense was $2.7 million for the quarter ended August 25, 2001, as compared with $3.4 million in the same quarter of the prior year. The decrease in interest expense is due to a reduction in the average balance of outstanding debt due to the Company's retirement of outstanding long-term debt. Interest income was $10.1 million in the first quarter of fiscal year 2002 as compared with $14.3 million in the first quarter of fiscal year 2001. The decrease in interest income can be primarily attributed to lower returns on investments due to decreased interest rates as compared with the prior year rates of return.

Income Taxes

Income tax expense from continuing operations was $3.9 million for the first quarter of fiscal year 2002 or 35% of income before taxes, as compared with $14.8 million in the same quarter of the prior year or 35% of income before taxes.

Discontinued Operations

During the quarter ended August 25, 2001, the Company reached settlement on certain outstanding contingencies related to the sale of the Color Printing and Imaging division to Xerox Corporation. The settlement of these contingencies resulted in an additional gain on the sale of $0.9 million net of tax, which was recorded as Discontinued operations on the Condensed Consolidated Statements of Operations.

Consolidated Net Earnings

The Company recognized consolidated net earnings of $8.3 million or $0.09 per diluted share for the quarter ended August 25, 2001, as compared with net earnings of $27.4 million or $0.28 per diluted share in the same quarter of fiscal year 2001.

Financial Condition, Liquidity and Capital Resources

At August 25, 2001, the Company's working capital was $640.8 million, an increase of $23.1 million from the end of fiscal year 2001. Current assets decreased $75.4 million primarily due to a decrease in accounts receivable in the first quarter of fiscal year 2002 due mainly to lower sales volume. Current liabilities decreased $98.5 million in the first quarter of fiscal year 2002 as a result of decreases in accounts payable due primarily to a payment to Xerox Corporation for settlement of certain liabilities associated with the January 1, 2000 sale of the color printing and imaging division and lower operating expenses during that quarter. Accrued compensation decreased in the first quarter of fiscal year 2002 due to the payment of incentive compensation earned in the prior year.

At August 25, 2001, the Company held $750.9 million in cash and cash equivalents and marketable investments, a decrease of $40.8 million from the balance of $791.7 million at May 26, 2001. This decrease is due to the payment of accrued compensation existing at the end of fiscal year 2001 and the payment to Xerox Corporation described above, partially offset by other positive operating cash flow. The Company also maintains bank credit facilities totaling $260.9 million, of which $256.0 million was unused. Unused facilities included $106.0 million in miscellaneous lines of credit and $150.0 million under revolving credit agreements with United States and foreign banks.

Property, plant and equipment, net, decreased $3.4 million to $168.4 million as of August 25, 2001. The decrease was due mainly to $9.7 million of depreciation expense for the quarter. This decrease was partially offset by approximately $6.8 million in capital expenditures during the same period.

Cash on hand, cash flows from operating activities and current borrowing capacity are expected to be sufficient to fund operations and capital expenditures through May 2002.

Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities." This pronouncement was subsequently amended by SFAS 137 and SFAS 138. These pronouncements require recognition of all derivatives as either assets or liabilities on the balance sheet at fair value. The Company adopted these pronouncements on the first day of fiscal year 2002 and it did not have a material effect on the Company's consolidated financial statements.

In July 2001, the FASB issued SFAS No. 141, "Business Combinations". This statement discontinues the use of the pooling of interest method of accounting for business combinations. This statement is effective for all business combinations after June 30, 2001. Management has completed an evaluation of the effects of this statement and believes that it will not have a material effect on the Company's consolidated financial statements.

In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 142 requires the use of a nonamortization approach to account for purchased goodwill and certain intangibles. Under a nonamortization approach, goodwill and certain intangibles will not be amortized into results of operations, but instead will be reviewed for impairment and written down in the periods in which the recorded value of goodwill and certain intangibles is determined to be greater than its fair value. The Company early adopted the provisions of SFAS No. 142 as of May 27, 2001. These standards only permit prospective application of the new accounting. Therefore, adoption of these standards will not affect previously reported financial information. The principal effect of adopting SFAS No. 142 was the cessation of the amortization of goodwill in the current quarter; however, impairment reviews may result in future write-downs. The initial evaluation of impairment of existing goodwill is required to be completed no later than November 24, 2001, but management does not believe that it will have a material effect on the Company's consolidated financial statements. Goodwill amortization for the quarter ended August 26, 2000 amounted to $0.3 million net of tax, which would have impacted the reported basic and diluted earnings per share by less than $0.01.

Risks and Uncertainties

Described below and elsewhere in this Quarterly Report on Form 10Q and in other documents the Company files with the Securities and Exchange Commission and in its press releases are risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements contained in this quarterly report. See "Forward-Looking Statements" at the beginning of this Item 2.

Market Risk and Cyclical Downturns in the Markets in Which Tektronix Competes

Tektronix' business depends predominantly on capital expenditures of manufacturers in the telecommunications, semiconductor, and computer industries. Each of these industries has historically been very cyclical and has experienced periodic downturns, which have had a material adverse impact on the industries' demand for equipment, including test and measurement equipment manufactured and marketed by Tektronix. During periods of reduced and declining demand, Tektronix must rapidly align its cost structure with prevailing market conditions while at the same time motivating and retaining key employees. As indicated in "Results of Operations—Economic Conditions" in this Item 2, the Company's sales and orders have been affected by the current cyclical downturn in its markets. The extent of this downturn, and how long it will last, is unknown. No assurance is given that Tektronix' net sales and operating results will not be further adversely impacted by the current or any future downturns or slowdowns in the rate of capital investment in these industries.

Timely Delivery of Competitive Products

Tektronix sells its products to customers that participate in rapidly changing high technology markets, which are characterized by short product life cycles. The Company's ability to deliver a timely flow of competitive new products and market acceptance of those products, as well as the ability to increase production or to develop and maintain effective sales channels, is essential to growing the business. Because Tektronix sells test and measurement products that enable its customers to develop new technologies, the Company must accurately predict the ever-evolving needs of those customers and deliver appropriate products and technologies at competitive prices to meet customer demands. The Company's ability to deliver such products could be affected by engineering or other development program delays as well as the availability of parts and supplies from third party providers on a timely basis and at reasonable prices. Failure to deliver competitive products in a timely manner and at a reasonable price could have an adverse effect on the results of operations, financial condition or cash flows of the Company.

Competition

Tektronix participates in the highly competitive test, measurement and monitoring industry, competing directly with Agilent Technologies, Inc., Acterna Corporation, LeCroy Corporation and others for customers. Competition in the Company's business is based primarily on product performance, technology, customer service, product availability and price. Some of the Company's competitors may have greater resources to apply to each of these factors and in some cases have built significant reputations with the customer base in each market in which Tektronix competes. The Company faces pricing pressures that have had and may continue to have an adverse impact on the Company's earnings. If the Company is unable to compete effectively on these and other factors, it could have a material adverse effect on the Company's results of operations, financial condition or cash flows.

In the current business environment, the Company must also compete with these and other companies to attract and retain talented employees who will be key to the on-going success of the Company. Risks relating to this competition could include higher than anticipated compensation expense, additional stock option issuances, new product delays and other related delays in the execution of the Company's strategic plan.

Supplier Risks

The Company's manufacturing operations are dependent on the ability of suppliers to deliver high quality components, subassemblies and completed products in time to meet critical manufacturing and distribution schedules. The Company periodically experiences constrained supply of certain component parts in some product lines as a result of strong demand in the industry for those parts. Such constraints, if persistent, may adversely affect operating results until alternate sourcing can be developed. Volatility in the prices of these component parts, an inability to secure enough components at reasonable prices to build new products in a timely manner in the quantities and configurations demanded or, conversely, a temporary oversupply of these parts, could adversely affect the Company's future operating results.

Worldwide Economic and Market Conditions

Tektronix currently maintains operations in the U.S., Europe, the Pacific, the Americas and Japan. During the last fiscal year, nearly one half of the Company's revenues were from international sales. In addition, some of the Company's manufacturing operations and key suppliers are located in foreign countries. As a result, the business is subject to the worldwide economic and market conditions risks generally associated with doing business abroad, such as fluctuating exchange rates, the stability of international monetary conditions, tariff and trade policies, domestic and foreign tax policies, foreign governmental regulations, political unrest, disruptions or delays in shipments and changes in other economic conditions. These factors, among others, could influence the Company's ability to sell in international markets, as well as its ability to manufacture products or procure supplies. A significant downturn in the global economy could adversely affect the Company's results of operations, financial position or cash flows.

Intellectual Property Risks

As a technology-based company, Tektronix' success depends on developing and protecting its intellectual property. Tektronix relies generally on patent, copyright, trademark and trade secret laws in the United States and abroad. Electronic equipment as complex as most of the Company's products, however, is generally not patentable in its entirety. Tektronix also licenses intellectual property from third parties and relies on those parties to maintain and protect their technology. The Company cannot be certain that actions the Company takes to establish and protect proprietary rights will be adequate. If the Company is unable to adequately protect its technology, or if the Company is unable to continue to obtain or maintain licenses for protected technology from third parties, it could have a material adverse affect on the Company's results of operations, financial position or cash flows. From time to time in the usual course of business, the Company receives notices from third parties regarding intellectual property infringement or takes action against others with regard to intellectual property rights. Even where the Company is successful in defending or pursuing such claims, the Company may incur significant costs. In the event of a successful claim against the Company, Tektronix could lose its rights to needed technology or be required to pay license fees for the infringed rights, either of which could have an adverse impact on the Company's business.

Environmental Risks

Tektronix is subject to a variety of federal, state, local and foreign environmental regulations relating to the use, storage, discharge and disposal of its hazardous chemicals used during the Company's manufacturing process. The Company operates a licensed hazardous waste management facility at its Beaverton, Oregon campus. If Tektronix fails to comply with any present and future regulations, the Company could be subject to future liabilities or the suspension of production. In addition, such regulations could restrict the Company's ability to expand its facilities or could require Tektronix to acquire costly equipment, or to incur other significant expenses to comply with environmental regulations.

Possible Volatility of Stock Price

The price of the Company's common stock may be subject to wide, rapid fluctuations. Such fluctuations may be due to factors specific to the Company, such as changes in operating results or changes in analysts' estimates regarding earnings. Fluctuations in the stock price may also be due to factors relating to the telecommunications, semiconductor, and computer industries or to the securities markets in general. Fluctuations in the stock price have often been unrelated to the operating performance of the specific companies whose stocks are traded. Shareholders should be willing to incur the risk of such fluctuations.

Other Risk Factors

Other risk factors include but are not limited to changes in the mix of products sold, regulatory and tax legislation, changes in effective tax rates, inventory risks due to changes in market demand or the Company's business strategies, potential litigation and claims arising in the normal course of business, credit risk of customers, the fact that a substantial portion of the Company's sales are generated from orders received during each quarter and other risk factors.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Financial Market Risk

The Company is exposed to financial market risks, including interest rate, equity price and foreign currency exchange rate risks.

The Company maintains a short-term and long-term investment portfolio consisting primarily of fixed rate commercial paper, corporate notes and bonds, and asset backed securities with maturities less than one year. An increase in interest rates would decrease the value of certain of these investments. However, a 10% increase in interest rates would not have a material impact on the Company's results of operations, financial position or cash flows as the Company has the ability to hold these fixed rate investments until maturity.

At August 25, 2001 and August 26, 2000, the Company's debt obligations had fixed interest rates. In management's opinion, a 10% change in interest rates would not be material to the Company's results of operations, financial position or cash flows.

The Company is exposed to equity price risk primarily through its marketable equity securities portfolio, including investments in Merix Corporation and other companies. The Company has not entered into any hedging programs to mitigate equity price risk. In management's opinion, an adverse change of 20% in the value of these securities would not be material to the Company's results of operations, financial position or cash flows.

The Company is exposed to foreign currency exchange rate risk primarily through transactions and commitments denominated in foreign currencies. The Company utilizes derivative financial instruments, primarily forward foreign currency exchange contracts, generally with maturities of one to three months, to mitigate this risk where natural hedging strategies cannot be employed. The Company's policy is to only enter into derivative transactions when the Company has an identifiable exposure to risk, thus not creating additional foreign currency exchange rate risk. In management's opinion, a 10% adverse change in foreign currency exchange rates would not have a material effect on these instruments and therefore the Company's results of operations, financial position or cash flows.

Part II. OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders

At the Company's annual meeting of shareholders on September 20, 2001, the shareholders voted on the election of three directors to the Company's board of directors. David N. Campbell, Merrill A. McPeak, and Richard H. Wills were elected to serve three-year terms ending at the 2004 annual meeting of shareholders. The voting for each director was as follows:

	FOR	WITHHELD
David N. Campbell	81,339,796	424,760
Merrill A. McPeak	81,317,549	447,007
Richard H. Wills	81,334,997	429,559

The term of office of the Company's other directors continued after the 2001 annual meeting of shareholders, as follows: Pauline Lo Alker, A. Gary Ames, Paul C. Ely, Jr. and Frank C. Gill until the 2002 annual meeting of shareholders; and Gerry B. Cameron, Jerome J. Meyer, and Ralph V. Whitworh until the 2003 annual meeting of shareholders.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

(10)

2001 Non-Employee Directors Compensation Plan (Compensatory Plan or Arrangement)

(b) No reports on Form 8-K have been filed during the quarter for which this report is filed.

SIGNATURE

Pursuant to the requirements 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.

October 1, 2001	TEKTRONIX, INC.

	By	/s/ COLIN L. SLADE Colin L. Slade Vice President and Chief Financial Officer

EXHIBIT INDEX

		Exhibit No.		Exhibit Description
		(10)		2001 Non-Employee Directors Compensation Plan (Compensatory Plan or Arrangement)

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TEKTRONIX, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
TEKTRONIX, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
TEKTRONIX, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Part II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K
SIGNATURE
EXHIBIT INDEX
EX-10 3 a2060097zex-10.htm EXHIBIT 10 Prepared by MERRILL CORPORATION
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TEKTRONIX, INC.
2001 NON-EMPLOYEE DIRECTORS COMPENSATION PLAN

1. Purpose

The purpose of this Non-Employee Directors 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. To supplement the personal efforts of the directors toward 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, 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 21, 2001. Directors elected or appointed after September 21, 2001 shall participate as of the first business day immediately following the date of the first annual meeting of the Company's shareholders held after the date the director was elected or appointed. Employee directors who cease to be employees of the Company but continue as directors shall become participants as of the first business day immediately following the date of the first annual meeting of the Company's shareholders held after the date the director ceased being an employee of the Company.

(b) Commencing September 21, 2001, the first business day immediately following the date of each annual meeting of the Company's shareholders shall be the award date.

3.2 As of the award date, a participant shall be awarded Common Shares of the Company as follows:

(a) The number of Common Shares awarded shall be equal to $30,000 divided by the purchase price per share of the Common Shares at the time of purchase as provided in paragraph 3.2(b).

(b) On each award date, the Administrator shall deliver cash in the amount of $30,000 for each director and applicable commissions to a broker (the "Broker"). Subject to paragraph 3.2(d) below, on the award date the Broker will effect a purchase of Common Shares in the open market at the then prevailing market price for the respective account of each director; provided that each purchase occurs on a day on which the New York Stock Exchange (the "NYSE") is open for trading and the Common Shares trade regular way on the NYSE.

(c) Certificates in the names of the director participants for their respective Common Shares shall be delivered to the respective participants as promptly as practicable following the purchase of the shares pursuant to paragraph 3.2(b).

(d) If a purchase cannot be executed as required by paragraph 3.2(b) as a result of (1) a suspension or material limitation in trading in securities generally on the NYSE, (2) a suspension or material limitation in trading in Company securities on the NYSE, (3) a general moratorium on commercial banking activities declared by either federal or New York or Oregon state authorities, (4) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, or (5) a legal, regulatory or contractual restriction applicable to the Broker, the Broker will effect the purchase as promptly as practicable after the cessation or termination of the market disruption, applicable restriction or other event. In addition, the Administrator may delay any purchase required by paragraph 3.2(b) as a result of any such market disruption, applicable restriction, including securities laws restricting open market purchases by a corporation of its own shares, or other event; provided that any delayed purchase will be effected as promptly as practicable after the cessation or termination of the market disruption, applicable restriction or other event.

3.3 Non-employee directors of the Company may receive stock option grants pursuant to the Company's stock option plans.

4. Chair and Meeting Fees

4.1 Effective September 21, 2001, each non-employee director of the Company shall be entitled to receive (a) a fee of $5,000 for serving as the chair of any of the following committees of the board of directors: the Audit Committee, the Committee on Directors and the Organization and Compensation Committee, (b) a fee of $1,200 for each board meeting attended and (c) a fee of $900 for each board committee meeting attended, provided that the board committee meeting is not held in conjunction with a board meeting (such fees collectively, the "Fees").

4.2 On the first business day immediately following the date of each annual meeting of the Company's shareholders, each non-employee director of the Company shall be paid any Fees owed for the previous year ending on and including the date of such annual meeting.

4.3 Each non-employee director of the Company may elect to receive Common Shares of the Company instead of cash payment for the Fees.

4.4 The election to receive Common Shares instead of cash for the Fees shall be made by delivering a notice of election to the Company Secretary on or before the thirtieth day following the date of the annual meeting of the shareholders, and shall be effective as to all Fees earned for the next year, beginning on the day following the annual meeting of shareholders for the year in which the election is made, and ending on the next succeeding annual meeting. Once made, an election may be terminated by notice to the Secretary on or before the date of the next annual meeting of shareholders, effective as to all Fees to be earned for the immediately following year beginning on the day following the next annual meeting.

4.5 With respect to any election by a non-employee director of the Company to receive Common Shares of the Company instead of cash payment for the Fees, the Administrator shall deliver cash in the amount of the Fees for each director and applicable commissions to the Broker, and the Broker shall effect a purchase of Common Shares in accordance with paragraph 3.2(b) above.

4.6 Purchased Common Shares shall be in the name of and distributed to each director.

5. Transition from 1990 Plan

5.1 Before the adoption of this Plan, non-employee directors of the Company participated in the Tektronix, Inc. Non-employee Directors Stock Compensation Plan, adopted August 16, 1990, as amended (the "1990 Plan").

5.2 Commencing September 21, 2001, if a participant in this Plan holds Common Shares of the Company granted under the 1990 Plan ("1990 Plan Shares") that have not yet vested, and the 1990 Plan Shares were purchased at a price per share that is less than the market price per share of the Common Shares as of the close of trading on September 20, 2001, the 1990 Plan Shares will continue to vest and be released as provided under the 1990 Plan. With respect to any participant in this Plan who continues to hold unvested 1990 Plan Shares pursuant to this paragraph 5.2 on any award date, on the award date the participant shall not receive any shares pursuant to paragraph 3.2 of this Plan, but shall be entitled to receive Common Shares of the Company equal in value to the positive difference between $30,000 and the value, as of the date of purchase, of the 1990 Plan Shares released immediately before the award date. Any Common Shares received by a participant in this Plan pursuant to the immediately preceding sentence shall be purchased in the same manner as provided in paragraph 3.2 of this Plan. With respect to any participant in this Plan for whom any remaining 1990 Plan Shares were released in the year preceding an award date, on and after the award date the participant shall be entitled to receive awards as provided under this Plan in addition to the payment in Common Shares of the Company described in the immediately preceding sentence.

5.3 If, on September 21, 2001, a participant in this Plan holds 1990 Plan Shares that have not yet vested under the 1990 Plan and were purchased at a price per share that is more than the market price per share of the Common Shares as of the close of trading on September 20, 2001, the 1990 Plan Shares shall be forfeited to the Company and cancelled, and the participant shall be entitled to receive awards as provided under this Plan.

6. Rule 10b5-1 Plan

The Company intends this Plan to comply with the requirements of Rule 10b5-1(c)(1)(i)(B) and this Plan will be interpreted to comply with the requirements of Rule 10b5-1(c).

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 previous award.

7.2 Subject to the rights of amendment and termination in paragraph 7.1 above, the Plan shall continue indefinitely and future awards will be made in accordance with paragraphs 3.2.

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.

This Plan was adopted by the board of directors of the Company and became effective May 17, 2001.

		TEKTRONIX, INC.

		By:		/s/ JJ MEYER Jerome J. Meyer Chairman of the Board

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TEKTRONIX, INC. 2001 NON-EMPLOYEE DIRECTORS COMPENSATION PLAN