----

**UNITED STATES SECURITIES AND EXCHANGE COMMISSION****Washington, D.C.  20549**

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**Form 10-Q**

| x                                                      | **QUARTERLY   REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934**  |
|--------------------------------------------------------|------------------------------------------------------------------------------------------------|
|                                                   |
| **For   the quarterly period ended February 28, 2004** |
|                                                   |
| o                                                      | **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 1-04837**

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**TEKTRONIX, INC.****(Exact name of registrant as specified in its charter)**

| **OREGON**                                                             |   | **93-0343990**                            |
|------------------------------------------------------------------------|--------|-------------------------------------------|
| **(State or   other jurisdiction of   incorporation or organization)** |   | **(IRS   Employer   Identification No.)** |
|                                                                   |   |                                      |
| **14200 SW KARL BRAUN DRIVE   BEAVERTON, OREGON**                      |   | **97077**                                 |
| **(Address   of principal executive offices)**                         |   | **(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  o

Indicate by check mark whether the registrant  is an accelerated filer (as defined in rule 12-b-2 of the Exchange Act). 

Yes  x    No  o

AT MARCH 27, 2004 THERE WERE 84,632,501 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.)

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TEKTRONIX, INC. AND SUBSIDIARIES INDEX

|                                                         |                                                                                                                                                                        | **PAGE NO.** |
|--------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------|
|                                                         |                                                                                                                                                                        |              |
| PART I.     FINANCIAL   INFORMATION |                                                                                                                                                                        |
|                                                         |                                                                                                                                                                        |         |
| Item 1.                                                      | Financial Statements:                                                                                                                                                       |         |
|                                                         |                                                                                                                                                                        |         |
|                                                         | Condensed   Consolidated Statements of Operations (Unaudited) -   for the Fiscal Quarter ended February 28, 2004   and the Fiscal Quarter ended March 1, 2003 and           | 3            |
|                                                         | for the Three Fiscal Quarters ended February 28, 2004   and the Three Fiscal Quarters ended March 1, 2003                                                                   |         |
|                                                         |                                                                                                                                                                        |         |
|                                                         | Condensed   Consolidated Balance Sheets-   as of February 28, 2004 (Unaudited) and   as of May 31, 2003                                                                     | 4            |
|                                                         |                                                                                                                                                                        |         |
|                                                         | Condensed   Consolidated Statements of Cash Flows (Unaudited) -   for the Three Fiscal Quarters ended February 28, 2004   and the Three Fiscal Quarters ended March 1, 2003 | 5            |
|                                                         |                                                                                                                                                                        |         |
|                                                         | Notes   to Condensed Consolidated Financial Statements (Unaudited)                                                                                                          | 6            |
|                                                         |                                                                                                                                                                        |         |
| Item 2.                                                      | Management’s Discussion and   Analysis of Financial Condition and Results of Operations                                                                                | 20           |
|                                                         |                                                                                                                                                                        |         |
| Item 3.                                                      | Quantitative and Qualitative   Disclosures About Market Risk                                                                                                                | 37           |
|                                                         |                                                                                                                                                                        |         |
| Item 4.                                                      | Controls and Procedures                                                                                                                                                     | 38           |
|                                                         |                                                                                                                                                                        |         |
| PART II.     OTHER INFORMATION      |                                                                                                                                                                        |
|                                                         |                                                                                                                                                                        |         |
| Item 6.                                                      | Exhibits and Reports on Form 8-K                                                                                                                                            | 39           |
|                                                         |                                                                                                                                                                        |         |
| SIGNATURE                                                    | 40                                                                                                                                                                          |

2

| **Item   1.** | **Financial   Statements** |
|---------------|----------------------------|

**Condensed Consolidated Statements of Operations (Unaudited)**

|                                                            |   | **Fiscal   quarter ended** |               | **Three   fiscal quarters ended** |   |
|-----------------------------------------------------------------|--------|----------------------------|--------------------|-----------------------------------|--------|
|                                                            |   |                            |               |                                   |   |
| **(In thousands, except per share amounts)**                    |   | **February   28,   2004**  |               | **March 1,   2003**               |   | **February   28,   2004** |   | **March 1,   2003** |   |
|                                                                 |   |                            |               |                                   |   |  |   |  |   |
| Net sales                                                       |   | $                          | 243,506            |                              | $      | 186,645 |   | $ | 662,865 |   | $ | 588,727 |   |
| Cost of sales                                                   |   |                       | 102,326            |                              |   | 87,177 |   |   | 290,740 |   |   | 289,634 |   |
|                                                            |   |                            |                    |                              |        |  |   |  |  |   |  |  |   |
| Gross profit                                                    |   |                       | 141,180            |                              |   | 99,468 |   |   | 372,125 |   |   | 299,093 |   |
| Research and development expenses                               |   |                       | 32,772             |                              |   | 26,416 |   |   | 93,277 |   |   | 74,660 |   |
| Selling, general and administrative expenses                    |   |                       | 69,519             |                              |   | 63,048 |   |   | 200,353 |   |   | 180,279 |   |
| Equity in business venture’s loss                          |   |                       | —   |                              |   | —   |   |   | —   |   |   | 2,893 |   |
| Business realignment costs                                      |   |                       | 3,706              |                              |   | 14,175 |   |   | 20,050 |   |   | 26,998 |   |
| Acquisition related (credits) costs, net                        |   |                       | (18,034            | )                                 |   | 795 |   |   | (52,399 | ) |   | 2,627 |   |
| Loss (gain) on sale of fixed assets                             |   |                       | 741                |                              |   | (82 | ) |   | 741 |   |   | (588 | ) |
|                                                            |   |                            |                    |                              |        |  |   |  |  |   |  |  |   |
| Operating income (loss)                                         |   |                       | 52,476             |                              |   | (4,884 | ) |   | 110,103 |   |   | 12,224 |   |
| Interest income                                                 |   |                       | 5,118              |                              |   | 6,782 |   |   | 16,240 |   |   | 21,636 |   |
| Interest expense                                                |   |                       | (198               | )                                 |   | (1,221 | ) |   | (1,981 | ) |   | (4,550 | ) |
| Other non-operating income (expense), net                       |   |                       | 7,177              |                              |   | (316 | ) |   | 6,718 |   |   | (2,262 | ) |
|                                                            |   |                            |                    |                              |        |  |   |  |  |   |  |  |   |
| Earnings before taxes                                           |   |                       | 64,573             |                              |   | 361 |   |   | 131,080 |   |   | 27,048 |   |
| Income tax expense (benefit)                                    |   |                       | 20,702             |                              |   | (686 | ) |   | 39,324 |   |   | (3,845 | ) |
|                                                            |   |                            |                    |                              |        |  |   |  |  |   |  |  |   |
| Net earnings from   continuing operations                       |   |                       | 43,871             |                              |   | 1,047 |   |   | 91,756 |   |   | 30,893 |   |
| Loss from discontinued operations, net of income   taxes        |   |                       | (258               | )                                 |   | (3,123 | ) |   | (1,780 | ) |   | (8,458 | ) |
|                                                            |   |                            |                    |                              |        |  |   |  |  |   |  |  |   |
| Net earnings (loss)                                             |   | $                          | 43,613             |                              | $      | (2,076 | ) | $ | 89,976 |   | $ | 22,435 |   |
|                                                            |   |                            |                    |                              |        |  |   |  |  |   |  |  |   |
| Earnings per share from continuing operations-basic             |   | $                          | 0.52               |                              | $      | 0.01 |   | $ | 1.08 |   | $ | 0.35 |   |
| Earnings per share from continuing operations -   diluted       |   |                       | 0.50               |                              |   | 0.01 |   |   | 1.06 |   |   | 0.35 |   |
| Loss per share from discontinued operations-basic   and diluted |   |                       | 0.00               |                              |   | (0.04 | ) |   | (0.02 | ) |   | (0.10 | ) |
| Earnings (loss) per share – basic                          |   |                       | 0.51               |                              |   | (0.02 | ) |   | 1.06 |   |   | 0.26 |   |
| Earnings (loss) per share – diluted                        |   |                       | 0.50               |                              |   | (0.02 | ) |   | 1.04 |   |   | 0.25 |   |
| Weighted average shares outstanding – basic                |   |                       | 84,921             |                              |   | 86,750 |   |   | 84,724 |   |   | 87,826 |   |
| Weighted average shares outstanding – diluted              |   |                       | 87,682             |                              |   | 86,945 |   |   | 86,676 |   |   | 88,071 |   |

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

3

**Condensed Consolidated Balance Sheets**

| **(In thousands)**                                                                                                 |   | **February   28,   2004   (Unaudited)** |               | **May 31,   2003** |   |
|--------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------|--------------------|--------------------|--------|
|                                                                                                                    |   |                                         |               |                    |   |
| **ASSETS**                                                                                                         |   |                                    |               |               |   |   |   |
| Current assets:                                                                                                    |   |                                    |               |               |   |   |   |
| Cash and cash   equivalents                                                                                        |   | $                                       | 162,347            |               | $      | 190,387 |   |
| Short-term marketable investments                                                                                  |   |                                    | 59,133             |               |   | 106,369 |   |
| Trade accounts   receivable, net of allowance for doubtful accounts of $2,777 and $3,756,   respectively           |   |                                    | 130,258            |               |   | 100,334 |   |
| Inventories                                                                                                        |   |                                    | 94,752             |               |   | 92,868 |   |
| Other current assets                                                                                               |   |                                    | 55,554             |               |   | 83,816 |   |
| Assets of discontinued   operations                                                                                |   |                                    | —   |               |   | 7,938 |   |
|                                                                                                               |   |                                         |                    |               |        |  |   |
| Total current assets                                                                                               |   |                                    | 502,044            |               |   | 581,712 |   |
| Property, plant and equipment, net                                                                                 |   |                                    | 111,599            |               |   | 127,985 |   |
| Long-term marketable investments                                                                                   |   |                                    | 473,848            |               |   | 415,606 |   |
| Deferred tax assets                                                                                                |   |                                    | 131,001            |               |   | 144,134 |   |
| Goodwill, net                                                                                                      |   |                                    | 80,735             |               |   | 73,736 |   |
| Other long-term assets                                                                                             |   |                                    | 41,972             |               |   | 41,537 |   |
|                                                                                                               |   |                                         |                    |               |        |  |   |
| Total assets                                                                                                       |   | $                                       | 1,341,199          |               | $      | 1,384,710 |   |
|                                                                                                               |   |                                         |                    |               |        |  |   |
| **LIABILITIES AND SHAREHOLDERS’   EQUITY**                                                                    |   |                                    |               |               |   |   |   |
| Current liabilities:                                                                                               |   |                                    |               |               |   |   |   |
| Accounts payable and   accrued liabilities                                                                         |   | $                                       | 115,961            |               | $      | 101,753 |   |
| Accrued compensation                                                                                               |   |                                    | 76,469             |               |   | 58,193 |   |
| Current portion of   long-term debt                                                                                |   |                                    | 940                |               |   | 56,584 |   |
| Deferred revenue                                                                                                   |   |                                    | 23,890             |               |   | 19,551 |   |
| Liabilities of   discontinued operations                                                                           |   |                                    | —   |               |   | 651 |   |
|                                                                                                               |   |                                         |                    |               |        |  |   |
| Total current   liabilities                                                                                        |   |                                    | 217,260            |               |   | 236,732 |   |
| Long-term debt                                                                                                     |   |                                    | 9,746              |               |   | 55,002 |   |
| Other long-term liabilities                                                                                        |   |                                    | 233,558            |               |   | 313,750 |   |
| Shareholders’ equity:                                                                                         |   |                                    |               |               |   |   |   |
| Common stock, no par   value (authorized 200,000 shares; issued and outstanding 85,061 and 84,844,   respectively) |   |                                    | 250,763            |               |   | 223,233 |   |
| Retained earnings                                                                                                  |   |                                    | 760,334            |               |   | 707,191 |   |
| Accumulated other   comprehensive loss                                                                             |   |                                    | (130,462           | )                  |   | (151,198 | ) |
|                                                                                                               |   |                                         |                    |               |        |  |   |
| Total shareholders’   equity                                                                                  |   |                                    | 880,635            |               |   | 779,226 |   |
|                                                                                                               |   |                                         |                    |               |        |  |   |
| Total liabilities and   shareholders’ equity                                                                  |   | $                                       | 1,341,199          |               | $      | 1,384,710 |   |
|                                                                                                               |   |                                         |                    |               |        |  |   |

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

4

**Condensed Consolidated Statements of Cash Flows (Unaudited)**

|                                                                                       |   | **Three   fiscal quarters ended** |               |
|--------------------------------------------------------------------------------------------|--------|-----------------------------------|--------------------|
|                                                                                       |   |                                   |               |
| **(In thousands)**                                                                         |   | **February   28,   2004**         |               | **March 1,   2003** |   |
|                                                                                            |   |                                   |               |  |   |
| **CASH FLOWS   FROM OPERATING ACTIVITIES**                                                 |   |                              |               |   |   |   |   |
| Net earnings                                                                               |   | $                                 | 89,976             |   | $ | 22,435 |   |
| Adjustments        to reconcile net earnings to net cash provided by operating activities: |   |                              |               |   |   |   |   |
| Loss from discontinued   operations                                                        |   |                              | 1,780              |   |   | 8,458 |   |
| Gain on Japan pension   restructuring                                                      |   |                              | (36,741            | ) |   | —   |   |
| Depreciation and   amortization expense                                                    |   |                              | 20,998             |   |   | 26,167 |   |
| Net (gain) loss on the   disposition/impairment of assets                                  |   |                              | (18,721            | ) |   | 8,516 |   |
| Net gain on sale of   corporate equity securities                                          |   |                              | (7,293             | ) |   | —   |   |
| Bad debt expense                                                                           |   |                              | 343                |   |   | 207 |   |
| Tax benefit of stock   option exercises                                                    |   |                              | 4,562              |   |   | 312 |   |
| Deferred income taxes                                                                      |   |                              | (815               | ) |   | (8,091 | ) |
| Equity in business   venture’s loss                                                   |   |                              | —   |   |   | 2,893 |   |
| Changes in operating   assets and liabilities:                                             |   |                              |               |   |   |   |   |
| Accounts receivable                                                                        |   |                              | (29,493            | ) |   | 13,383 |   |
| Inventories                                                                                |   |                              | (957               | ) |   | 29,864 |   |
| Other current assets                                                                       |   |                              | 15,869             |   |   | 2,624 |   |
| Accounts payable and   accrued liabilities                                                 |   |                              | 12,901             |   |   | (47,813 | ) |
| Accrued compensation                                                                       |   |                              | 18,097             |   |   | (9,840 | ) |
| Deferred revenue                                                                           |   |                              | 4,339              |   |   | 2,641 |   |
| Cash funding for   domestic pension plan                                                   |   |                              | (30,000            | ) |   | (15,000 | ) |
| Other long-term assets   and liabilities, net                                              |   |                              | 15,491             |   |   | 1,833 |   |
|                                                                                       |   |                                   |                    |   |  |  |   |
| Net cash provided by continuing operating activities                                       |   |                              | 60,336             |   |   | 38,589 |   |
| Net cash provided by (used in) discontinued   operating activities                         |   |                              | 829                |   |   | (5,057 | ) |
|                                                                                       |   |                                   |                    |   |  |  |   |
| Net cash provided by operating activities                                                  |   |                              | 61,165             |   |   | 33,532 |   |
| **CASH FLOWS   FROM INVESTING ACTIVITIES**                                                 |   |                              |               |   |   |   |   |
| Cash acquired in   Sony/Tektronix acquisition                                              |   |                              | —   |   |   | 23,915 |   |
| Acquisition of property,   plant and equipment                                             |   |                              | (13,534            | ) |   | (11,650 | ) |
| Proceeds from the disposition of fixed assets                                              |   |                              | 47,402             |   |   | 6,590 |   |
| Proceeds from sale of corporate equity securities                                          |   |                              | 9,530              |   |   | —   |   |
| Proceeds from sale of short-term and long-term   available-for-sale securities             |   |                              | 427,974            |   |   | 382,255 |   |
| Purchases of short-term and long-term available-for-sale-securities                        |   |                              | (443,450           | ) |   | (414,063 | ) |
|                                                                                       |   |                                   |                    |   |  |  |   |
| Net cash provided by (used in) investing activities                                        |   |                              | 27,922             |   |   | (12,953 | ) |
| **CASH FLOWS   FINANCING ACTIVITIES**                                                      |   |                              |               |   |   |   |   |
| Repayment of long-term debt                                                                |   |                              | (108,791           | ) |   | (41,760 | ) |
| Dividends paid                                                                             |   |                              | (6,780             | ) |   | —   |   |
| Proceeds from employee stock   plans                                                       |   |                              | 26,771             |   |   | 7,076 |   |
| Repurchase of common stock                                                                 |   |                              | (33,856            | ) |   | (97,020 | ) |
|                                                                                       |   |                                   |                    |   |  |  |   |
| Net cash used in financing activities                                                      |   |                              | (122,656           | ) |   | (131,704 | ) |
| Effect of exchange rate changes on cash                                                    |   |                              | 5,529              |   |   | 5,293 |   |
|                                                                                       |   |                                   |                    |   |  |  |   |
| Net decrease in cash and cash equivalents                                                  |   |                              | (28,040            | ) |   | (105,832 | ) |
| Cash and cash equivalents at beginning of period                                           |   |                              | 190,387            |   |   | 260,773 |   |
|                                                                                       |   |                                   |                    |   |  |  |   |
| Cash and cash equivalents at end of period                                                 |   | $                                 | 162,347            |   | $ | 154,941 |   |
|                                                                                       |   |                                   |                    |   |  |  |   |
| **SUPPLEMENTAL   DISCLOSURES OF CASH FLOWS**                                               |   |                              |               |   |   |   |   |
| Income taxes paid   (refunded), net                                                        |   |                              | 715                |   |   | (2,404 | ) |
| Interest paid                                                                              |   |                              | 2,933              |   |   | 6,291 |   |
| NON-CASH INVESTING AND   FINANCING ACTIVITIES                                              |   |                              |               |   |   |   |   |
| Assets acquired from   Sony/Tektronix acquisition                                          |   |                              | —   |   |   | 159,308 |   |
| Assumption of long-term debt   from Sony/Tektronix acquisition                             |   |                              | —   |   |   | 53,506 |   |
| Assumption of other   liabilities from Sony/Tektronix acquisition                          |   |                              | —   |   |   | 89,877 |   |
| Non-cash proceeds from sale   of VideoTele.com                                             |   |                              | —   |   |   | 7,303 |   |

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

5

**Notes to Condensed Consolidated Financial Statements**

**1.      The Company**

          Tektronix, Inc. (“Tektronix” or the “Company”) manufactures, markets and services test, measurement and monitoring solutions to a wide variety of customers in many industries, including computing, communications, semiconductors, broadcast, education, government, military/aerospace, automotive and consumer electronics. Tektronix enables its customers to design, manufacture, deploy, monitor and service next-generation global communications networks, computing and advanced technologies. Revenue is derived principally through the development and marketing of a broad range of products including: oscilloscopes; logic analyzers; signal sources; communication test equipment, including mobile protocol test equipment, wireless field test and spectrum analysis equipment; video test equipment; and related components, support services and accessories. The Company maintains operations in four majorgeographies: the Americas, including the United States, and Other Americas, including Mexico, Canada and South America; Europe, including the Middle East and Africa; the Pacific, excluding Japan; and Japan. 

**2.      Financial Statement Presentation**

          The condensed consolidated financial statements and notes thereto have been prepared by the Company without audit. Certain information and footnote disclosures normally included in annual financial statements, prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted as permitted by Article 10 of Regulation S-X. 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 Condensed Consolidated Statements of Operations. Significant intercompany transactions and balances have been eliminated. Certain prior period amounts have beenreclassified to conform to the current period’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 year 2004 is 52 weeks, while fiscal year 2003 was 53 weeks.  Due to this convention, the first quarter of fiscal year 2004 was 13 weeks compared to the first quarter of fiscal year 2003, which was 14 weeks. The second and third quarters of fiscal year 2004 and the comparative prior year quarters each included 13 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.  Examples include the allowance for doubtful accounts; estimates of contingent liabilities; intangible asset valuation; inventory valuation; pension plan assumptions; determining when investment impairments are other-than-temporary; and the assessment of the valuation of deferred income taxes and income tax contingencies.  Actual results may differ from estimated amounts. Management believesthat the condensed consolidated financial statements include all necessary adjustments, which are of a normal and recurring nature and are adequate to fairly present the financial position, results of operations and cash flows for the interim periods. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto in the Company’s annual report on Form 10-K for the fiscal year ended May 31, 2003.

**3.      Recent Accounting Pronouncements**

          In October 2002, the Emerging Issues Task Force (“EITF”) issued EITF 00-21, “Accounting for Revenue Arrangements with Multiple Deliverables.”  This standard addresses revenue recognition accounting by a vendor for arrangements under which it will perform multiple revenue-generating activities. The Company adopted the provisions of this statement at the beginning of the first quarter of fiscal year 2004, without a material effect on the Company’s consolidated financial statements. 

6

          In April 2003, Statement of Financial Accounting Standards (“SFAS”) No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities,” was issued by the Financial Accounting Standards Board (“FASB”). SFAS No. 149 amends SFAS No. 133 to clarify the definition of a derivative and incorporates many of the implementation issues cleared as a result of the Derivatives Implementation Group process. This statement is effective for contracts entered into or modified after June 30, 2003 and has been applied prospectively after that date. The Company adopted the provisions of SFAS No. 149 effective July 1, 2003, without a material effect on the Company’s consolidated financial statements.

          At the November 12–13, 2003 meeting, the EITF reached a consensus on Issue 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments,” that certain quantitative and qualitative disclosures should be required for debt and marketable equity securities classified as available-for-sale or held-to-maturity under SFAS No. 115 and 124 that are impaired at the balance sheet date but for which an other-than-temporary impairment has not been recognized. The consensus on quantitative and qualitative disclosures will be effective for the Company’s fiscal 2004 year-end financial statements.  

          In  December 2003, the FASB issued SFAS No. 132 (revised 2003), “Employers’  Disclosures about Pensions and Other Postretirement Benefits, an amendment of  FASB Statements No. 87, 88, and 106, and a revision of FASB Statement No. 132.”   SFAS No. 132 (revised 2003) revises employers’ disclosures about pension  plans and other postretirement benefit plans. It does not change the measurement  or recognition of those plans required by SFAS No. 87, “Employers’  Accounting for Pensions,” SFAS No. 88, “Employers’ Accounting  for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination  Benefits,” and SFAS No. 106, “Employers’ Accounting for Postretirement  Benefits Other Than Pensions.”  The new rules require additional disclosures  about the assets, obligations, cash flows, and net periodic benefit cost of  defined benefit pension plans and other postretirement benefit plans. The required  information will be provided separately for pension plans and for other postretirement  benefit plans. The new disclosures are effective for the Company’s fiscal  2004 year-end financial statements and certain interim disclosures beginning  with the first quarter of fiscal year 2005.

**4**.      **Earnings Per Share, Including Pro Forma Effects of Stock-Based Compensation**

          Basic earnings per share is calculated based on the weighted average number of common shares outstanding during each period. Diluted earnings per share is calculated based on these same weighted average shares outstanding plus the effect of potential shares issuable upon assumed exercise of stock options based on the treasury stock method. Potential shares issuable upon the exercise of stock options are excluded from the calculation of diluted earnings per share to the extent their effect would be antidilutive.

          Earnings per share for the fiscal periods ended February 28, 2004 and March 1, 2003 were as follows:

|                                                           |   | **Fiscal   quarter ended** |   | **Three   fiscal quarters ended** |   |
|----------------------------------------------------------------|--------|----------------------------|--------|-----------------------------------|--------|
|                                                           |   |                            |   |                                   |   |
| **(In thousands except per share amounts)**                    |   | **February   28,   2004**  |   | **March 1,   2003**               |   | **February   28,   2004** |   | **March 1,   2003** |   |
|                                                                |   |                            |   |                                   |   |  |   |  |   |
| Net earnings (loss)                                            |   | $                          | 43,613 |                              | $      | (2,076 | ) | $ | 89,976 |   | $ | 22,435 |   |
|                                                           |   |                            |        |                              |        |  |   |  |  |   |  |  |   |
| Weighted average shares used for basic earnings per   share    |   |                       | 84,921 |                              |   | 86,750 |   |   | 84,724 |   |   | 87,826 |   |
| Effect of dilutive stock options                               |   |                       | 2,761  |                              |   | 195 |   |   | 1,952 |   |   | 245 |   |
|                                                           |   |                            |        |                              |        |  |   |  |  |   |  |  |   |
| Weighted average shares used for dilutive earnings   per share |   |                       | 87,682 |                              |   | 86,945 |   |   | 86,676 |   |   | 88,071 |   |
|                                                           |   |                            |        |                              |        |  |   |  |  |   |  |  |   |
| Earnings (loss) per share - basic                              |   | $                          | 0.51   |                              | $      | (0.02 | ) | $ | 1.06 |   | $ | 0.26 |   |
| Earnings (loss) per share - diluted                            |   |                       | 0.50   |                              |   | (0.02 | ) |   | 1.04 |   |   | 0.25 |   |

7

          Options to purchase an additional 4.0 million and 6.8 million shares of common stock were outstanding at February 28, 2004 and March 1, 2003, respectively, but were not included in the computation of diluted earnings per share because their effect would have been antidilutive.

          The Company accounts for stock options according to Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees.” Under APB Opinion No. 25, no compensation expense is recognized in the Company’s consolidated financial statements upon issuance of employee stock options because the exercise price of the options equals the market price of the underlying stock on the date of grant. Alternatively, under the fair value method of accounting provided for by SFAS No. 123, “Accounting for Stock-Based Compensation,” the measurement of compensation cost is based on the fair value of employee stock options at the grant date and requires the use of option pricing models to value the options. The weighted average estimated fair values of options granted during the fiscal quarters ended February 28, 2004 and March 1, 2003 were $9.92 per share and $5.62per share, respectively.  The weighted average estimated fair values of options granted during the three fiscal quarters ended February 28, 2004 and March 1, 2003 were $9.72 per share and $5.73 per share, respectively.

          The pro forma impact to both net earnings and earnings per share from calculating stock-related compensation cost consistent with the fair value alternative of SFAS No. 123 is indicated below:

|                                                                                           |   | **Fiscal   quarter ended** |   | **Three   fiscal quarters ended** |   |
|------------------------------------------------------------------------------------------------|--------|----------------------------|--------|-----------------------------------|--------|
|                                                                                           |   |                            |   |                                   |   |
| **(In thousands, except   per share amounts)**                                                 |   | **February   28,   2004**  |   | **March 1,   2003**               |   | **February   28,   2004** |   | **March 1,   2003** |   |
|                                                                                                |   |                            |   |                                   |   |  |   |  |   |
| Net earnings (loss) as reported                                                                |   | $                          | 43,613 |                              | $      | (2,076 | ) | $ | 89,976 |   | $ | 22,435 |   |
| Add:  Stock   compensation cost included in net earnings as reported, net of income taxes |   |                       | 140    |                              |   | 166 |   |   | 322 |   |   | 367 |   |
| Less:  Stock   compensation cost using the fair value alternative, net of income taxes    |   |                       | (4,705 | )                                 |   | (4,542 | ) |   | (14,366 | ) |   | (13,646 | ) |
|                                                                                           |   |                            |        |                              |        |  |   |  |  |   |  |  |   |
| Pro forma net earnings (loss)                                                                  |   | $                          | 39,048 |                              | $      | (6,452 | ) | $ | 75,932 |   | $ | 9,156 |   |
|                                                                                           |   |                            |        |                              |        |  |   |  |  |   |  |  |   |
| Basic earnings (loss) per share - as reported                                                  |   | $                          | 0.51   |                              | $      | (0.02 | ) | $ | 1.06 |   | $ | 0.26 |   |
| Basic earnings (loss) per share - pro forma                                                    |   |                       | 0.46   |                              |   | (0.07 | ) |   | 0.90 |   |   | 0.10 |   |
| Diluted earnings (loss) per share - as reported                                                |   | $                          | 0.50   |                              | $      | (0.02 | ) | $ | 1.04 |   | $ | 0.25 |   |
| Diluted earnings (loss) per share – pro forma                                             |   |                       | 0.45   |                              |   | (0.07 | ) |   | 0.88 |   |   | 0.10 |   |

*SFAS No. 123 Assumptions*

          The fair values of options were estimated as of the date of grant using a Black-Scholes option pricing model with the following weighted average assumptions for the fiscal periods ended February 28, 2004 and March 1, 2003:

|                    |   | **Fiscal   quarter ended** |   | **Three   fiscal quarters ended** |   |
|-------------------------|--------|----------------------------|--------|-----------------------------------|--------|
|                    |   |                            |   |                                   |   |
|                    |   | **February   28,   2004**  |   | **March 1,   2003**               |   | **February   28,   2004** |   | **March 1,   2003** |   |
|                    |   |                            |   |                                   |   |  |   |  |   |
| Expected life in years  |   |                       | 5.1    |                              |   | 4.0 |   |   | 5.0 |   |   | 4.0 |   |
| Risk-free interest rate |   |                       | 3.00   | %                                 |   | 2.95 | % |   | 2.97 | % |   | 3.01 | % |
| Volatility              |   |                       | 31.44  | %                                 |   | 35.63 | % |   | 31.46 | % |   | 36.22 | % |
| Dividend yield          |   |                       | 0.51   | %                                 |   | 0.00 | % |   | 0.48 | % |   | 0.00 | % |

**5.      Sony/Tektronix Redemption**

          During the second quarter of fiscal year 2003, the Company acquired from Sony Corporation (“Sony”) its 50% interest in Sony/Tektronix Corporation (“Sony/Tektronix”) through redemption of Sony’s shares by Sony/Tektronix for 8 billion Yen (“Sony/Tektronix Acquisition”), or approximately $65.7 million at September 30, 2002. This transaction closed on September 30, 2002, at which time the Company obtained 100% ownership of Sony/Tektronix. This transaction is a long-term strategic investment that 

8

will provide the Company stronger access to the Japanese market and the ability to leverage the engineering resources in Japan.  The Company accounted for its investment in Sony/Tektronix under the equity method prior to this redemption. Prior to the close of this transaction, the Sony/Tektronix entity entered into an agreement to borrow up to 9 billion Yen, or approximately $73.9 million at an interest rate of 1.75% above the Tokyo Inter Bank Offering Rate (“TIBOR”). Sony/Tektronix used $53.1 million of this credit facility to fund a portion of the redemption of shares from Sony and the remainder was available for operating capital for this Japan subsidiary. The transaction was accounted for by the purchase method of accounting, and accordingly, beginning on the date of acquisition the results of operations, financial position and cash flows of Sony/Tektronix were consolidated in the Company’s financial statements.

Assets purchased and liabilities assumed as of the purchase date were as follows (in thousands):

| Cash                                       |   | $      | 23,915  |   |
|--------------------------------------------|--------|--------|---------|--------|
| Accounts receivable                        |   |   | 23,333  |   |
| Inventory                                  |   |   | 15,476  |   |
| Deferred tax asset                         |   |   | 3,431   |   |
| Property, plant and   equipment            |   |   | 36,752  |   |
| Goodwill                                   |   |   | 35,647  |   |
| Intangible assets                          |   |   | 2,200   |   |
| Other long-term assets                     |   |   | 42,469  |   |
|                                       |   |        |         |   |
| Total assets                               |   | $      | 183,223 |   |
|                                       |   |        |         |   |
| Accounts payable and   accrued liabilities |   |   | 22,394  |   |
| Accrued compensation                       |   |   | 5,071   |   |
| Long-term debt                             |   |   | 53,506  |   |
| Other long-term   liabilities              |   |   | 62,412  |   |
|                                       |   |        |         |   |
| Total liabilities                          |   | $      | 143,383 |   |
|                                       |   |        |         |   |

          Pro forma summary results of operations of the Company after intercompany eliminations of the newly created Japan subsidiary as though the acquisition had been completed at the beginning of fiscal year 2003 were as follows:

| **(In thousands, except per share amounts)** |   | **Three   fiscal quarters ended   March 1, 2003** |    |
|----------------------------------------------|--------|---------------------------------------------------|---------|
|                                              |   |                                                   |    |
| Net sales                                    |   | $                                                 | 604,808 |   |
| Net earnings                                 |   |                                              | 19,579  |   |
| Earnings per share –   diluted          |   | $                                                 | 0.22    |   |

          During the third quarter and three quarters ended February 28, 2004, the Company incurred $1.2 million and $3.6 million, respectively, in costs specifically associated with integrating the operations of this subsidiary.  Costs incurred during the third quarter and three quarters ended March 1, 2003 were $0.8 million and $2.6 million, respectively.  These costs are included in Acquisition related (credits) costs, net on the Condensed Consolidated Statements of Operations. 

          During the second quarter of fiscal year 2004, the Company restructured the Japan pension plans (see Note 22) and recorded a net gain from the settlement of $36.7 million.  During the third quarter of fiscal year 2004, the Company sold property located in Shinagawa, Japan, and recorded a net gain of $22.5 million.  Additionally during the third quarter of fiscal year 2004, the Company incurred an impairment loss of $3.1 million on assets located in Gotemba, Japan.  The sale and impairment are discussed in more detail in Note 11. These net gains and losses are included in Acquisition related (credits) costs, net on the Condensed Consolidated Statements of Operations.  After the sale of the property in Shinagawa, Japan described above, the Company repaid 5.5 billion yen or approximately $51.8 million of the outstanding principal on the TIBOR+1.75% debt facility during the third quarterof fiscal year 2004.

9

**6.      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 (“CPID”). The Company accounted for CPID 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.”  The sales price was $925.0 million in cash, with certain liabilities of the division assumed by the buyer. During 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, $60.0 million of contingencies related to the sale and $14.4 million in transaction andrelated costs. 

          The  $60.0 million of contingencies relate to certain contingencies contained in  the final sale agreement.  Specifically, the Company provided the purchaser  certain price adjustment mechanisms, including a process for resolving disputes  over the net assets included in the closing balance sheet and certain indemnifications  and warranties for specific periods following the close of the transaction.   Subsequent to the close of the transaction, the Company and the purchaser entered  into an arbitration process to determine settlement of certain disputes regarding  the value of the net assets transferred at the closing date.  This arbitration  was resolved in the first quarter of fiscal year 2002, resulting in an $18.0  million payment by the Company to the purchaser. This settlement directly reduced  the amount of the previously established accrual.  In fiscal year 2002,  the Company recorded a pre-tax gain on sale of $2.0 million in discontinued  operations in the Consolidated Statements of Operations, which further reduced  the amount of the previously established accrual.  During  fiscal year 2003, the Company recognized a pre-tax gain on sale of $25.0 million,  as a result of the resolution of certain of the purchase contingencies related  to the sale.  Of the total $25.0 million pre-tax gain on sale, $20.0 million  was recorded during the third quarter of fiscal year 2003 and was included in  discontinued operations on the Condensed Consolidated Statements of Operations.  Factors considered by the Company in determining when recognition of this contingency  is appropriate include a) expiration of the related indemnity and warranty periods  specified in the sale agreement; b) analysis of claims received under the indemnity  and warranty provisions and c) the interactions with relevant parties regarding  disputed matters. Other payments and adjustments during fiscal years 2001,  2002 and 2003 reduced the balance of the contingencies by $4.6 million.  As  of May 31, 2003 and February 28, 2004, the balance of the contingencies on sale  related to the CPID disposition was $10.4 million, a significant portion of  which may take several years to resolve.  The Company continues to monitor  the status of the CPID related contingencies based on information received.   If unforeseen events or circumstances arise subsequent to the balance sheet  date, changes in the estimate of these contingencies could be material to the  financial statements.

**7.      Discontinued Operations**

          Discontinued operations presented on the Condensed Consolidated Statements of Operations included the following:

|                                                                                                                         |   | **Fiscal   quarter ended** |               | **Three   fiscal quarters ended** |   |
|------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------|--------------------|-----------------------------------|--------|
|                                                                                                                         |   |                            |               |                                   |   |
| **(In thousands)**                                                                                                           |   | **February   28,   2004**  |               | **March 1,   2003**               |   | **February   28,   2004** |   | **March 1,   2003** |   |
|                                                                                                                              |   |                            |               |                                   |   |  |   |  |   |
| Loss on sale of VideoTele.com (less applicable   income tax benefit of $13, $64, $16 and $274)                               |   | $                          | (23                | )                                 | $      | (118 | ) | $ | (28 | ) | $ | (508 | ) |
| Loss        from operations of VideoTele.com (less applicable income tax benefit of        $0, $0, $0 and $1,413)            |   |                       | —   |                              |   | —   |   |   | —   |   |   | (2,624 | ) |
| Loss on sale of optical parametric test business   (less applicable income tax benefit of $25, $0, $114 and $0)              |   |                       | (47                | )                                 |   | —   |   |   | (213 | ) |   | —   |   |
| Loss from operations of optical parametric test   business (less applicable income tax benefit of $0, $8,520, $0 and $9,295) |   |                       | —   |                              |   | (15,824 | ) |   | —   |   |   | (17,264 | ) |
| Loss on sale of Gage (less applicable income tax   benefit of $101, $0, $616 and $0)                                         |   |                       | (188               | )                                 |   | —   |   |   | (1,145 | ) |   | —   |   |
| Loss from operations of Gage (less applicable income   tax benefit of $0, $25, $212 and $500)                                |   |                       | —   |                              |   | (181 | ) |   | (394 | ) |   | (1,062 | ) |
| Gain on sale of Color Printing and Imaging (less   applicable income tax expense of $0, $7,000, $0 and $7,000)               |   |                       | —   |                              |   | 13,000 |   |   | —   |   |   | 13,000 |   |
|                                                                                                                         |   |                            |                    |                              |        |  |   |  |  |   |  |  |   |
| Loss from discontinued operations, net of tax                                                                                |   | $                          | (258               | )                                 | $      | (3,123 | ) | $ | (1,780 | ) | $ | (8,458 | ) |
|                                                                                                                         |   |                            |                    |                              |        |  |   |  |  |   |  |  |   |

10

**8.       Business Realignment Costs**

          Business realignment costs represent actions to realign the Company’s cost structure in response to significant events and primarily include restructuring actions and impairment of assets resulting from reduced business levels.  Restructuring actions taken during the first three quarters of fiscal year 2004 and in fiscal years 2002 and 2003 were intended to reduce the Company’s worldwide cost structure across all major functions in response to the dramatic economic decline, which severely impacted markets into which the Company sells its products. Major operations impacted include manufacturing, engineering, sales, marketing and administrative functions.  In addition to severance, the Company incurred other costs associated with restructuring its organization, which primarily represent facilities contracts and other exit costs associated with aligning the cost structure to appropriatelevels. The Company anticipates that the actions taken will result in reduced operating costs in future periods, primarily through reductions in labor costs. Management believes that the restructuring actions implemented in fiscal years 2002 and 2003 and during the first three quarters of fiscal year 2004 have resulted in the costs savings anticipated for those actions.

          Costs  incurred during the third quarter of fiscal year 2004 primarily related to restructuring  actions planned by the Company during fiscal year 2003 which were executed in  the third quarter of fiscal year 2004.  Many of the restructuring actions  planned by the Company take significant time to execute, particularly if they  are being conducted in countries outside the United States. The Company anticipates  incurring additional business realignment costs during fiscal year 2004, as  planned actions continue to be executed.  

          Business  realignment costs of $3.7 million in the third quarter of fiscal year 2004 included  $3.6 million of severance related costs for 115 employees mostly located in  the United States and Europe, $0.1 million for accumulated currency translation  losses related to the substantial closure of a subsidiary in Australia and a  surplus facility in China, and $0.1 million for accelerated depreciation of  assets mostly in Europe, offset by $0.1 million of reversals for severance related  to previously recorded business realignment actions.  For the first three  fiscal quarters of fiscal year 2004, business realignment costs of $20.1 million  included $14.6 million of severance related costs for 268 employees mostly located  in Europe and the Americas, $3.6 million for accumulated currency translation  losses mostly related to the substantial closure of the Company’s subsidiary  in Brazil, $1.4 million for accelerated depreciation and write-down of assets  largely in Europe, $1.1 million for contractual obligations for actions taken  in fiscal year 2004 and 2003 largely in Europe and the Americas, offset by $0.6  million of reversals for severance and other costs related to previously recorded  business realignment actions.  Expected future annual salary cost savings  from actions taken in the first three quarters of fiscal year 2004 to reduce  employee headcount is estimated to be $13.2 million.  At February 28, 2004,  remaining liabilities of $6.1 million, $0.3 million and $0.3 million for employee  severance and related benefits for actions taken in fiscal years 2004, 2003  and 2002, respectively, were maintained for 134, 3 and 4 employees, respectively.   

11

          Activity for the above-described actions during the first three quarters of fiscal year 2004 was as follows:

| **(In thousands)**                      |   | **Balance   May 31,   2003** |               | **Costs   incurred** |   | **Cash   payments** |   | **Non-cash   adjustments** |               | **Balance   February 28,   2004** |   |
|-----------------------------------------|--------|------------------------------|--------------------|----------------------|--------|---------------------|--------|----------------------------|--------------------|-----------------------------------|--------|
|                                         |   |                              |               |                      |   |                     |   |                            |               |                                   |   |
| **Fiscal Year 2004 Actions:**           |   |                         |               |                 |   |                |   |                       |               |                              |   |   |   |   |   |   |
| Employee severance and related benefits |   | $                            | —   |                 | $      | 14,557              |   | $                          | (8,529             | )                                 | $      | —   |   | $ | 6,028 |   |
| Asset impairments                       |   |                         | —   |                 |   | 1,394               |   |                       | —   |                              |   | (1,394 | ) |   | —   |   |
| Contractual obligations                 |   |                         | —   |                 |   | 668                 |   |                       | (636               | )                                 |   | —   |   |   | 32 |   |
| Accumulated currency translation loss   |   |                         | —   |                 |   | 3,570               |   |                       | —   |                              |   | (3,570 | ) |   | —   |   |
|                                    |   |                              |                    |                 |        |                     |   |                            |                    |                              |        |  |   |  |  |   |
| Total                                   |   |                         | —   |                 |   | 20,189              |   |                       | (9,165             | )                                 |   | (4,964 | ) |   | 6,060 |   |
|                                    |   |                              |                    |                 |        |                     |   |                            |                    |                              |        |  |   |  |  |   |
| **Fiscal Year 2003 Actions:**           |   |                         |               |                 |   |                |   |                       |               |                              |   |   |   |   |   |   |
| Employee severance and related benefits |   | $                            | 5,394              |                 | $      | (686                | )      | $                          | (4,411             | )                                 | $      | —   |   | $ | 297 |   |
| Asset impairments                       |   |                         | —   |                 |   | (50                 | )      |                       | —   |                              |   | 50 |   |   | —   |   |
| Contractual obligations                 |   |                         | 1,730              |                 |   | 472                 |   |                       | (986               | )                                 |   | 116 |   |   | 1,332 |   |
|                                    |   |                              |                    |                 |        |                     |   |                            |                    |                              |        |  |   |  |  |   |
| Total                                   |   |                         | 7,124              |                 |   | (264                | )      |                       | (5,397             | )                                 |   | 166 |   |   | 1,629 |   |
|                                    |   |                              |                    |                 |        |                     |   |                            |                    |                              |        |  |   |  |  |   |
| **Fiscal Year 2002 Actions:**           |   |                         |               |                 |   |                |   |                       |               |                              |   |   |   |   |   |   |
| Employee severance and related benefits |   | $                            | 494                |                 | $      | 186                 |   | $                          | (409               | )                                 | $      | —   |   | $ | 271 |   |
| Contractual obligations                 |   |                         | 434                |                 |   | (25                 | )      |                       | (290               | )                                 |   | —   |   |   | 119 |   |
|                                    |   |                              |                    |                 |        |                     |   |                            |                    |                              |        |  |   |  |  |   |
| Total                                   |   |                         | 928                |                 |   | 161                 |   |                       | (699               | )                                 |   | —   |   |   | 390 |   |
|                                    |   |                              |                    |                 |        |                     |   |                            |                    |                              |        |  |   |  |  |   |
| **Other**                               |   |                         | —   |                 |   | (36                 | )      |                       | (9                 | )                                 |   | 45 |   |   | —   |   |
|                                    |   |                              |                    |                 |        |                     |   |                            |                    |                              |        |  |   |  |  |   |
| Total of all actions                    |   | $                            | 8,052              |                 | $      | 20,050              |   | $                          | (15,270            | )                                 | $      | (4,753 | ) | $ | 8,079 |   |
|                                    |   |                              |                    |                 |        |                     |   |                            |                    |                              |        |  |   |  |  |   |

**9.      Marketable Investments**

          Marketable investments are recorded at market value with the resulting gains and losses included, net of tax, in Accumulated other comprehensive loss on the Consolidated Balance Sheets. Realized gains and losses on sales of marketable investments were $0.7 million and $0.6 million, respectively, during the quarter ended February 28, 2004 and $2.4 million and $2.4 million, respectively, for the three quarters ended February 28, 2004.  Realized gains and losses on sales of marketable investments were $0.5 million and $0.8 million, respectively, during the quarter ended March 1, 2003 and $1.5 million and $1.8 million, respectively, for the three quarters ended March 1, 2003.

          Short-term marketable investments held at February 28, 2004 consisted of:

| **(In thousands)**                |   | **Amortized   cost** |   | **Unrealized   gains** |   | **Unrealized   losses** |   | **Market   value** |               |
|-----------------------------------|--------|----------------------|--------|------------------------|--------|-------------------------|--------|--------------------|--------------------|
|                              |   |                      |   |                        |   |                         |   |                    |               |
| Corporate notes and bonds         |   | $                    | 14,443 |                   | $      | 205                     |   | $                  | —   |   | $ | 14,648 |   |
| Asset backed securities           |   |                 | 29,403 |                   |   | 97                      |   |               | (153               | ) |   | 29,347 |   |
| Mortgage backed securities        |   |                 | 12,889 |                   |   | 27                      |   |               | (37                | ) |   | 12,879 |   |
| U.S. Agency                       |   |                 | 2,246  |                   |   | 13                      |   |               | —   |   |   | 2,259 |   |
|                              |   |                      |        |                   |        |                         |   |                    |                    |   |  |  |   |
| Short-term marketable investments |   | $                    | 58,981 |                   | $      | 342                     |   | $                  | (190               | ) | $ | 59,133 |   |
|                              |   |                      |        |                   |        |                         |   |                    |                    |   |  |  |   |

          Long-term marketable investments held at February 28, 2004 consisted of:

| **(In thousands)**               |   | **Amortized   cost** |    | **Unrealized   gains** |   | **Unrealized   losses** |   | **Market   value** |               |
|----------------------------------|--------|----------------------|---------|------------------------|--------|-------------------------|--------|--------------------|--------------------|
|                             |   |                      |    |                        |   |                         |   |                    |               |
| Corporate notes and bonds        |   | $                    | 111,939 |                   | $      | 1,932                   |   | $                  | (32                | ) | $ | 113,839 |   |
| Asset backed securities          |   |                 | 76,255  |                   |   | 1,992                   |   |               | (63                | ) |   | 78,184 |   |
| Mortgage backed securities       |   |                 | 155,932 |                   |   | 2,180                   |   |               | (157               | ) |   | 157,955 |   |
| Federal agency notes and bonds   |   |                 | 73,250  |                   |   | 541                     |   |               | (115               | ) |   | 73,676 |   |
| U.S. Treasuries                  |   |                 | 49,706  |                   |   | 488                     |   |               | —   |   |   | 50,194 |   |
|                             |   |                      |         |                   |        |                         |   |                    |                    |   |  |  |   |
| Long-term marketable investments |   | $                    | 467,082 |                   | $      | 7,133                   |   | $                  | (367               | ) | $ | 473,848 |   |
|                             |   |                      |         |                   |        |                         |   |                    |                    |   |  |  |   |

12

          Short-term marketable investments held at May 31, 2003 consisted of:

| **(In thousands)**                |   | **Amortized   cost** |    | **Unrealized   gains** |   | **Unrealized   losses** |   | **Market   value** |               |
|-----------------------------------|--------|----------------------|---------|------------------------|--------|-------------------------|--------|--------------------|--------------------|
|                              |   |                      |    |                        |   |                         |   |                    |               |
| Corporate notes and bonds         |   | $                    | 31,148  |                   | $      | 418                     |   | $                  | —   |   | $ | 31,566 |   |
| Asset backed securities           |   |                 | 40,078  |                   |   | 471                     |   |               | (133               | ) |   | 40,416 |   |
| Mortgage backed securities        |   |                 | 5,614   |                   |   | 91                      |   |               | (82                | ) |   | 5,623 |   |
| Federal agency notes and bonds    |   |                 | 28,335  |                   |   | 429                     |   |               | —   |   |   | 28,764 |   |
|                              |   |                      |         |                   |        |                         |   |                    |                    |   |  |  |   |
| Short-term marketable investments |   | $                    | 105,175 |                   | $      | 1,409                   |   | $                  | (215               | ) | $ | 106,369 |   |
|                              |   |                      |         |                   |        |                         |   |                    |                    |   |  |  |   |

          Long-term marketable investments held at May 31, 2003 consisted of:

| **(In thousands)**               |   | **Amortized   cost** |    | **Unrealized   gains** |   | **Unrealized   losses** |   | **Market   value** |               |
|----------------------------------|--------|----------------------|---------|------------------------|--------|-------------------------|--------|--------------------|--------------------|
|                             |   |                      |    |                        |   |                         |   |                    |               |
| Corporate notes and bonds        |   | $                    | 91,712  |                   | $      | 2,181                   |   | $                  | —   |   | $ | 93,893 |   |
| Asset backed securities          |   |                 | 56,633  |                   |   | 2,725                   |   |               | (12                | ) |   | 59,346 |   |
| Mortgage backed securities       |   |                 | 143,378 |                   |   | 2,574                   |   |               | (49                | ) |   | 145,903 |   |
| Federal agency notes and bonds   |   |                 | 78,643  |                   |   | 1,798                   |   |               | —   |   |   | 80,441 |   |
| U.S. Treasuries                  |   |                 | 35,044  |                   |   | 979                     |   |               | —   |   |   | 36,023 |   |
|                             |   |                      |         |                   |        |                         |   |                    |                    |   |  |  |   |
| Long-term marketable investments |   | $                    | 405,410 |                   | $      | 10,257                  |   | $                  | (61                | ) | $ | 415,606 |   |
|                             |   |                      |         |                   |        |                         |   |                    |                    |   |  |  |   |

          Contractual maturities of long-term marketable investments at February 28, 2004 will be as follows:

|                         |   | **Amortized   cost basis** |    |
|------------------------------|--------|----------------------------|---------|
|                         |   |                            |    |
| After 1 year through 5 years |   | $                          | 311,150 |   |
| Mortgage backed securities   |   |                       | 155,932 |   |
|                         |   |                            |         |   |
|                         |   |  $                    | 467,082 |   |
|                         |   |                            |         |   |

          Investments in corporate equity securities are classified as available-for-sale and reported at fair market value on the Consolidated Balance Sheets and are included in Other long-term assets. The related unrealized holding gains and losses are excluded from earnings and included, net of tax, in Accumulated other comprehensive loss on the Consolidated Balance Sheets. Corporate equity securities classified as available-for-sale and the related unrealized holding gains at February 28, 2004 and May 31, 2003 were as follows:

| **(In thousands)**                                      |   | **February   28,   2004** |   | **May 31,   2003** |   |
|---------------------------------------------------------|--------|---------------------------|--------|--------------------|--------|
|                                                         |   |                           |   |                    |   |
| Unamortized cost basis of corporate equity   securities |   | $                         | 6,178  |               | $      | 8,384 |   |
| Gross unrealized holding gains                          |   |                      | 20,177 |               |   | 7,707 |   |
|                                                    |   |                           |        |               |        |  |   |
| Fair value of corporate equity securities               |   | $                         | 26,355 |               | $      | 16,091 |   |
|                                                    |   |                           |        |               |        |  |   |

          During  the third quarter of fiscal year 2004, the Company sold 400,000 shares of common  stock of Merix Corporation (“Merix”) in connection with a public offering  by Merix. Net proceeds from the sale were $9.5 million, which resulted in a  net realized gain of $7.3 million.

**10.     Inventories**

          Inventories are stated at the lower of cost or market. Cost is determined based on a currently-adjusted standard basis, which approximates actual cost on a first-in, first-out basis. The Company periodically reviews its inventory for obsolete or slow-moving items. Inventories consisted of the following:

13

| **(In thousands)** |   | **February   28,   2004** |   | **May 31,   2003** |   |
|--------------------|--------|---------------------------|--------|--------------------|--------|
|                    |   |                           |   |                    |   |
| Materials          |   | $                         | 9,336  |               | $      | 4,314 |   |
| Work in process    |   |                      | 38,543 |               |   | 35,637 |   |
| Finished goods     |   |                      | 46,873 |               |   | 52,917 |   |
|               |   |                           |        |               |        |  |   |
| Inventories        |   | $                         | 94,752 |               | $      | 92,868 |   |
|               |   |                           |        |               |        |  |   |

**11.     Other Current Assets**

          Other current assets consisted of the following:

| **(In thousands)**         |   | **February   28,   2004** |               | **May 31,   2003** |   |
|----------------------------|--------|---------------------------|--------------------|--------------------|--------|
|                            |   |                           |               |                    |   |
| Held-for-sale assets       |   | $                         | 16,448             |               | $      | 29,601 |   |
| Current deferred tax asset |   |                      | 23,561             |               |   | 23,457 |   |
| Prepaid expenses           |   |                      | 8,467              |               |   | 6,514 |   |
| Other receivables          |   |                      | 5,994              |               |   | 8,289 |   |
| Income taxes receivable    |   |                      | —   |               |   | 15,303 |   |
| Other current assets       |   |                      | 1,083              |               |   | 618 |   |
| Notes receivable           |   |                      | 1                  |               |   | 34 |   |
|                       |   |                           |                    |               |        |  |   |
| Other current assets       |   | $                         | 55,554             |               | $      | 83,816 |   |
|                       |   |                           |                    |               |        |  |   |

          Total  held-for-sale assets include buildings and land located in Gotemba, Japan, which  were acquired in the Sony/Tektronix redemption in fiscal year 2003, and a facility  located in Nevada City, California. During the quarter, the Company announced  a plan to transfer manufacturing operations conducted in Japan to other facilities  and to market the land and buildings located in Gotemba, Japan. As such, these  assets have been reclassified as held-for-sale.  The impact of foreign  currency translation increased held-for-sale assets in Gotemba and Shinagawa,  Japan by $1.8 million during the first three quarters of fiscal year 2004.   Management of the Company anticipates that the Gotemba, Japan assets and the  Nevada City facility will be sold within one year.

*Impairment of Property in Gotemba, Japan*

          During the third quarter of fiscal year 2004, the Company reduced the net book value of the assets in its manufacturing facility in Gotemba, Japan, of $11.6 million to the estimated fair market value of $8.5 million, net of estimated selling costs, in accordance with SFAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. As a result, an impairment loss of $3.1 million was recorded during the third quarter of fiscal year 2004 and is included in Acquisition related (credits) costs, net in the Consolidated Statements of Operations. 

*Sale of Property in Shinagawa, Japan*

          During the third quarter of fiscal year 2004, the Company sold property classified as held-for-sale located in Shinagawa, Japan for 5.2 billion yen or approximately $47.2 million, resulting in net proceeds of $46.0 million and the recognition of a net gain of $22.5 million which is included in Acquisition related (credits) costs, net in the Consolidated Statements of Operations. The net book value of these assets was $23.5 million.

14

**12.     Property, Plant and Equipment, Net**

          Property, plant and equipment, net consisted of the following:

| **(In thousands)**                        |   | **February   28,   2004** |     | **May 31,   2003** |   |
|-------------------------------------------|--------|---------------------------|----------|--------------------|--------|
|                                           |   |                           |     |                    |   |
| Land                                      |   | $                         | 698      |               | $      | 6,935 |   |
| Buildings                                 |   |                      | 136,336  |               |   | 153,615 |   |
| Machinery and equipment                   |   |                      | 261,802  |               |   | 268,960 |   |
| Accumulated depreciation and amortization |   |                      | (287,237 | )                  |   | (301,525 | ) |
|                                      |   |                           |          |               |        |  |   |
| Property, plant and equipment, net        |   | $                         | 111,599  |               | $      | 127,985 |   |
|                                      |   |                           |          |               |        |  |   |

          During  the third quarter of fiscal year 2004, the Company reclassified approximately  $11.6 million of property and equipment at net book value located in Gotemba,  Japan, to assets held-for-sale, which are included in Other current assets on  the Consolidated Balance Sheets. As discussed in Note 11, the Company recognized  an impairment loss of $3.1 million to reduce the net book value of assets to  estimated fair value of $8.5 million, which was net of estimated selling costs.  

**13.     Goodwill,  Net**

          The Company accounts for goodwill and intangible assets in accordance with SFAS No. 141, “Business Combinations,” and SFAS No. 142, “Goodwill and Other Intangible Assets.”  Accordingly, the Company no longer amortizes goodwill from acquisitions, but continues to amortize other acquisition-related intangibles and costs.  

          Changes  in goodwill, net during the three fiscal quarters ended February 28, 2004 were  as follows:

| Balance at May 31, 2003        |   | $      | 73,736 |   |
|--------------------------------|--------|--------|--------|--------|
| Currency translation           |   |   | 6,999  |   |
|                           |   |        |        |   |
| Balance at February 28,   2004 |   | $      | 80,735 |   |
|                           |   |        |        |   |

**14.     Other Long-Term Assets**

          Other long-term assets consisted of the following:

| **(In thousands)**          |   | **February   28,   2004** |               | **May 31,   2003** |   |
|-----------------------------|--------|---------------------------|--------------------|--------------------|--------|
|                             |   |                           |               |                    |   |
| Corporate equity securities |   | $                         | 26,355             |               | $      | 16,091 |   |
| Notes, contracts and leases |   |                      | 10,627             |               |   | 9,370 |   |
| Pension asset               |   |                      | —   |               |   | 9,280 |   |
| Other intangibles, net      |   |                      | 4,836              |               |   | 6,639 |   |
| Other assets                |   |                      | 154                |               |   | 157 |   |
|                        |   |                           |                    |               |        |  |   |
| Other long-term assets      |   | $                         | 41,972             |               | $      | 41,537 |   |
|                        |   |                           |                    |               |        |  |   |

          The pension asset represented an intangible asset of the Japan subsidiary.  This asset was written off during the second quarter of fiscal year 2004 in conjunction with the settlement and curtailment of the pension plan in Japan as discussed in Note 22.

15

**15.     Long-Term Debt**

          The Company’s long-term debt consisted of the following:

| **(In thousands)**                                                                    |   | **February   28,   2004** |               | **May 31,   2003** |   |
|---------------------------------------------------------------------------------------|--------|---------------------------|--------------------|--------------------|--------|
|                                                                                       |   |                           |               |                    |   |
| TIBOR+1.75% facility due September 29, 2006,   interest at 1.85% on February 28, 2004 |   | $                         | 9,152              |               | $      | 54,393 |   |
| 7.5% notes payable, repaid on August 1, 2003                                          |   |                      | —   |               |   | 56,300 |   |
| Other long-term agreements                                                            |   |                      | 1,534              |               |   | 893 |   |
| Current portion                                                                       |   |                      | (940               | )                  |   | (56,584 | ) |
|                                                                                  |   |                           |                    |               |        |  |   |
| Long-term debt                                                                        |   | $                         | 9,746              |               | $      | 55,002 |   |
|                                                                                  |   |                           |                    |               |        |  |   |

          After the sale of the property in Shinagawa, Japan described above, the Company repaid 5.5 billion yen or approximately $51.8 million of the outstanding principal on the TIBOR+1.75% debt facility during the third quarter of fiscal year 2004.

          The TIBOR+1.75% debt facility agreement requires the Company to comply with certain financial covenants measured on tangible net worth and certain financial ratios.  This agreement also contains a cross default clause which could trigger acceleration of outstanding debt should the Company default on other financial indebtedness, as defined in the agreement.  The Company was in compliance with its debt covenants as of February 28, 2004.  

          At February 28, 2004, the Company maintained unsecured bank credit facilities of $142.1 million, of which $132.3 million is available for future drawdowns.

**16.     Other Long-Term Liabilities**

          Other long-term liabilities consisted of the following:

| **(In thousands)**          |   | **February   28,   2004** |    | **May 31,   2003** |   |
|-----------------------------|--------|---------------------------|---------|--------------------|--------|
|                             |   |                           |    |                    |   |
| Pension liability           |   | $                         | 200,686 |               | $      | 279,162 |   |
| Postretirement benefits     |   |                      | 14,767  |               |   | 17,568 |   |
| Deferred compensation       |   |                      | 10,534  |               |   | 9,943 |   |
| Other                       |   |                      | 7,571   |               |   | 7,077 |   |
|                        |   |                           |         |               |        |  |   |
| Other long-term liabilities |   | $                         | 233,558 |               | $      | 313,750 |   |
|                        |   |                           |         |               |        |  |   |

          During the first quarter of fiscal year 2004, the Company made a cash payment of $30.0 million to the U.S. cash balance pension plan.  As discussed in Note 22, the Company restructured its pension plan in Japan in the second quarter of fiscal year 2004. As a result, the Company settled its liability for the existing defined benefit pension plans resulting in a net reduction in pension liability of $51.7 million during the second quarter of fiscal year 2004.

16

**17.     Shareholders’ Equity**

          Activity in shareholders’ equity for the first three quarters of fiscal year 2004 was as follows:

|                                                                    |   | **Common   Stock** |   | **Retained   Earnings** |   | **Accumulated   Other   Comprehensive   Loss** |   | **Total** |    |
|-------------------------------------------------------------------------|--------|--------------------|--------|-------------------------|--------|------------------------------------------------|--------|-----------|---------|
|                                                                    |   |                    |
| **(In thousands)**                                                      |   | **Shares**         |   | **Amount**              |
|                                                                         |   |                    |   |                         |   |                                                |   |           |    |  |   |
| Balance, May 31, 2003                                                   |   |               | 84,844 |                    | $      | 223,233                                        |   | $         | 707,191 |   | $ | (151,198 | ) | $ | 779,226 |   |
| Net earnings                                                            |   |               |   |                    |   |                                           |   |      | 89,976  |   |   |   |   |   | 89,976 |   |
| Dividends declared and paid                                             |   |               |   |                    |   |                                           |   |      | (6,780  | ) |   |   |   |   | (6,780 | ) |
| Shares issued from employee stock plans                                 |   |               | 1,598  |                    |   | 31,333                                         |   |      |    |   |   |   |   |   | 31,333 |   |
| Shares repurchased                                                      |   |               | (1,381 | )                       |   | (3,803                                         | )      |      | (30,053 | ) |   |   |   |   | (33,856 | ) |
| Currency translation adjustment, net of income taxes                    |   |               |   |                    |   |                                           |   |      |    |   |   | 14,651 |   |   | 14,651 |   |
| Unrealized gain on available-for-sale securities,   net of income taxes |   |               |   |                    |   |                                           |   |      |    |   |   | 4,879 |   |   | 4,879 |   |
| Additional minimum pension liability, net of income   taxes             |   |               |   |                    |   |                                           |   |      |    |   |   | 1,206 |   |   | 1,206 |   |
|                                                                    |   |                    |        |                    |        |                                                |   |           |         |   |  |  |   |  |  |   |
| Balance, February 28, 2004                                              |   |               | 85,061 |                    | $      | 250,763                                        |   | $         | 760,334 |   | $ | (130,462 | ) | $ | 880,635 |   |
|                                                                    |   |                    |        |                    |        |                                                |   |           |         |   |  |  |   |  |  |   |

          On March 15, 2000, the Board of Directors authorized the purchase of up to $550.0 million of the Company’s common stock on the open market or through negotiated transactions. During the first three quarters of fiscal year 2004, the Company repurchased 1.4 million shares totaling $33.9 million.  As of February 28, 2004, the Company had repurchased a total of 15.9 million shares at an average price of $22.09 per share totaling $350.3 million under this authorization. The reacquired shares were immediately retired as required under Oregon corporate law.

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

|                                                                                                                       |   | **Fiscal   quarter ended** |   | **Three   fiscal quarters ended** |   |
|----------------------------------------------------------------------------------------------------------------------------|--------|----------------------------|--------|-----------------------------------|--------|
|                                                                                                                       |   |                            |   |                                   |   |
| **(In thousands)**                                                                                                         |   | **February   28,   2004**  |   | **March 1,   2003**               |   | **February   28,   2004** |   | **March 1,   2003** |   |
|                                                                                                                            |   |                            |   |                                   |   |  |   |  |   |
| Net earnings (loss)                                                                                                        |   | $                          | 43,613 |                              | $      | (2,076 | ) | $ | 89,976 |   | $ | 22,435 |   |
| Other comprehensive income:                                                                                                |   |                       |   |                              |   |   |   |   |   |   |   |   |   |
| Currency translation adjustment, net of taxes of   $3,512, $4,769, $9,368 and $11,491 respectively                         |   |                       | 5,493  |                              |   | 7,153 |   |   | 14,651 |   |   | 17,273 |   |
| Unrealized (loss) gain on available-for-sale   securities, net of taxes of ($107), ($281), $3,120 and ($926), respectively |   |                       | (167   | )                                 |   | (421 | ) |   | 4,879 |   |   | (1,389 | ) |
| Additional minimum pension liability, net of taxes   of ($516), ($1,137), $1,356 and ($3,837), respectively                |   |                       | (1,169 | )                                 |   | (2,117 | ) |   | 1,206 |   |   | (6,989 | ) |
|                                                                                                                       |   |                            |        |                              |        |  |   |  |  |   |  |  |   |
| Total comprehensive income                                                                                                 |   | $                          | 47,770 |                              | $      | 2,539 |   | $ | 110,712 |   | $ | 31,330 |   |
|                                                                                                                       |   |                            |        |                              |        |  |   |  |  |   |  |  |   |

          Accumulated other comprehensive loss consisted of the following:

| **(In thousands)**                |   | **Foreign   currency   translation** |   | **Unrealized   holding   gains on   available-for-   sale securities** |   | **Additional   minimum   pension   liability** |   | **Accumulated   other   comprehensive   loss** |     |
|-----------------------------------|--------|--------------------------------------|--------|------------------------------------------------------------------------|--------|------------------------------------------------|--------|------------------------------------------------|----------|
|                                   |   |                                      |   |                                                                        |   |                                                |   |                                                |     |
| Balance,        May 31, 2003      |   | $                                    | 24,710 |                                                                   | $      | 11,764                                         |   | $                                              | (187,672 | ) | $ | (151,198 | ) |
| First quarter activity            |   |                                 | (5,496 | )                                                                      |   | (2,440                                         | )      |                                           | 419      |   |   | (7,517 | ) |
| Second quarter activity           |   |                                 | 14,654 |                                                                   |   | 7,485                                          |   |                                           | 1,957    |   |   | 24,096 |   |
| Third quarter activity            |   |                                 | 5,493  |                                                                   |   | (167                                           | )      |                                           | (1,169   | ) |   | 4,157 |   |
|                              |   |                                      |        |                                                                   |        |                                                |   |                                                |          |   |  |  |   |
| Balance,        February 28, 2004 |   | $                                    | 39,361 |                                                                   | $      | 16,642                                         |   | $                                              | (186,465 | ) | $ | (130,462 | ) |
|                              |   |                                      |        |                                                                   |        |                                                |   |                                                |          |   |  |  |   |

17

**18.     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.  It is impractical to report net sales by product group.  

|                                                      |   | **Fiscal   quarter ended** |    | **Three   fiscal quarters ended** |   |
|-----------------------------------------------------------|--------|----------------------------|---------|-----------------------------------|--------|
|                                                      |   |                            |    |                                   |   |
| **(In thousands)**                                        |   | **February   28,   2004**  |    | **March 1,   2003**               |   | **February   28,   2004** |   | **March 1,   2003** |   |
|                                                           |   |                            |    |                                   |   |  |   |  |   |
| Consolidated net sales to   external customers by region: |   |                       |    |                              |   |   |   |   |   |   |   |   |   |
| Americas                                                  |   |                       |    |                              |   |   |   |   |   |   |   |   |   |
| United States                                             |   | $                          | 94,142  |                              | $      | 69,776 |   | $ | 273,595 |   | $ | 254,707 |   |
| Other Americas                                            |   |                       | 7,419   |                              |   | 4,800 |   |   | 19,999 |   |   | 15,601 |   |
| Europe                                                    |   |                       | 60,524  |                              |   | 44,810 |   |   | 140,727 |   |   | 130,205 |   |
| Pacific                                                   |   |                       | 43,805  |                              |   | 35,647 |   |   | 123,705 |   |   | 118,773 |   |
| Japan                                                     |   |                       | 37,616  |                              |   | 31,612 |   |   | 104,839 |   |   | 69,441 |   |
|                                                      |   |                            |         |                              |        |  |   |  |  |   |  |  |   |
| Net sales                                                 |   | $                          | 243,506 |                              | $      | 186,645 |   | $ | 662,865 |   | $ | 588,727 |   |
|                                                      |   |                            |         |                              |        |  |   |  |  |   |  |  |   |

**19.     Other Non-Operating Income (Expense), Net**

|                                        |   | **Fiscal   quarter ended** |   | **Three   fiscal quarters ended** |   |
|---------------------------------------------|--------|----------------------------|--------|-----------------------------------|--------|
|                                        |   |                            |   |                                   |   |
| **(In thousands)**                          |   | **February   28,   2004**  |   | **March 1,   2003**               |   | **February   28,   2004** |   | **March 1,   2003** |   |
|                                             |   |                            |   |                                   |   |  |   |  |   |
| Gain on sale of corporate equity securities |   | $                          | 7,293  |                              | $      | —   |   | $ | 7,293 |   | $ | —   |   |
| Gain on disposition of financial assets     |   |                       | 231    |                              |   | 143 |   |   | 132 |   |   | 278 |   |
| Currency (losses) gains                     |   |                       | (176   | )                                 |   | (340 | ) |   | 313 |   |   | (5 | ) |
| Other expense                               |   |                       | (171   | )                                 |   | (119 | ) |   | (1,020 | ) |   | (2,535 | ) |
|                                        |   |                            |        |                              |        |  |   |  |  |   |  |  |   |
| Other non-operating income (expense), net   |   | $                          | 7,177  |                              | $      | (316 | ) | $ | 6,718 |   | $ | (2,262 | ) |
|                                        |   |                            |        |                              |        |  |   |  |  |   |  |  |   |

          During the third quarter of fiscal year 2004, the Company recorded a net gain of $7.3 million in conjunction with the sale of 400,000 shares of common stock of Merix, which is described in more detail in Note 9.

          Other expense includes items such as rental income, miscellaneous fees and expenses.  

**20.     Product Warranty Accrual**

          The Company’s product warranty accrual, included in Accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheet, reflects management’s best estimate of probable liability under its product warranties. Management determines the warranty accrual based on historical experience and other currently available evidence. 

          Changes in the product warranty accrual during the three fiscal quarters ended February 28, 2004 were as follows (in thousands):

| Balance, May 31, 2003            |   | $      | 8,689  |   |
|----------------------------------|--------|--------|--------|--------|
| Payments made                    |   |   | (7,849 | )      |
| Provision for warranty   expense |   |   | 8,172  |   |
|                             |   |        |        |   |
| Balance, February 28,   2004     |   | $      | 9,012  |   |
|                             |   |        |        |   |

**21.     Contingencies**

          As of February 28, 2004, the Company had $20.5 million of contingencies recorded in Accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheet, which included $10.4 million of contingencies relating to the sale of CPID as discussed in Note 6, $3.9 million for environmental exposures and $6.2 million for other contingent liabilities.  It is reasonably possible that management’s estimates of these contingencies could change in the near term and that such changes could be material to the Company’s consolidated financial statements.

18

          The $3.9 million for environmental exposure is specifically associated with the closure and cleanup of a licensed hazardous waste management facility at the Company’s Beaverton, Oregon campus.  The Company established the initial liability in 1998 and bases ongoing estimates on currently available facts and presently enacted laws and regulations.  Costs for tank removal and cleanup were incurred in fiscal year 2001. Costs currently being incurred primarily relate to ongoing monitoring and testing of the site.  Management’s best estimate of the range of remaining reasonably possible cost associated with this environmental cleanup, testing and monitoring could be as high as $10.0 million. Management believes that the recorded liability represents the low end of the range.  These costs are estimated to be incurred over the next several years.  

          The remaining $6.2 million includes amounts related to intellectual property and employment issues, as well as amounts related to dispositions of assets other than CPID.  If events or circumstances arise that are unforeseen to the Company as of the balance sheet date, actual costs could differ materially from this estimate.

**22.     Restructuring of Pension Plan in Japan**

          Effective September 30, 2003, the Company substantially settled its liability for the existing defined benefit pension plans in Japan and established new plans to provide retirement benefits to Japan employees.  The settlement and curtailment of the existing defined benefit plans were made in accordance with the applicable plan provisions and local statutory requirements.  The Company has established a defined contribution plan as the principal plan to provide retirement benefits to employees in Japan.  Local regulations limit the benefit that the Company can provide to an individual employee through use of a defined contribution plan.  To the extent the Company provides retirement benefits to an individual in an amount greater than that allowed, the excess will be reflected as a benefit in a newly created defined benefit pension plan.  As the amount of statutory limit forbenefits under the defined contribution plan increases, benefits provided through the defined benefit component will decrease.  The impact of the settlement and curtailment of the existing defined benefit plans and initial funding of the new defined contribution plan was as follows:

| **(In thousands)**                                                    |   | **Defined   benefit   plans** |   | **Defined   contribution   plan** |   | **Total** |   |
|-----------------------------------------------------------------------|--------|-------------------------------|--------|-----------------------------------|--------|-----------|--------|
|                                                                       |   |                               |   |                                   |   |           |   |
| Reduction (increase) in   pension liability, net                      |   | $                             | 55,583 |                              | $      | (3,891    | )      | $ | 51,692 |   |
| Write-off        of pension asset for unrecognized prior service cost |   |                          | (9,566 | )                                 |   |      |   |   | (9,566 | ) |
| Reduction in minimum   pension charge in other comprehensive loss     |   |                          | (3,126 | )                                 |   |      |   |   | (3,126 | ) |
| Deferred income taxes on   minimum pension charge                     |   |                          | (2,259 | )                                 |   |      |   |   | (2,259 | ) |
|                                                                  |   |                               |        |                              |        |           |   |  |  |   |
| Net pension curtailment and settlement gain                           |   | $                             | 40,632 |                              | $      | (3,891    | )      | $ | 36,741 |   |
|                                                                  |   |                               |        |                              |        |           |   |  |  |   |

          In addition to the initial funding of $3.9 million for the new defined contribution plan noted above, the Company recorded a $17.3 million pension liability during the second quarter of fiscal year 2004 for future funding of the new defined contribution plan.  Annual installments, which are to be made over an eight-year period, began in February 2004.  

**23.     Subsequent Event**

*          Declaration of Dividends*

          On  March 18, 2004, the Board of Directors declared a quarterly cash dividend of  $0.04 per share.  The dividend is payable on April 26, 2004 to shareholders  of record at the close of business on April 9, 2004.

19

**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’ expectations, intentions, beliefs and strategies regarding the future, including anticipated additional business realignment costs, cost reduction actions and the expected impact of the discontinuation of the Company’s distribution agreement with Rohde and Schwarz, and expectations regarding the stabilization of our markets.  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 informationavailable 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 at the end of this Management’s Discussion.

**General**

          Tektronix  manufactures, markets and services test, measurement and monitoring solutions  to a wide variety of customers in many industries, including computing, communications,  semiconductors, broadcast, education, government, military/aerospace, research,  automotive and consumer electronics. Tektronix enables its customers to design,  manufacture, deploy, monitor and service next-generation global communications  networks, computing and advanced technologies. Revenue is derived principally  through the development and marketing of a broad range of products including:  oscilloscopes; logic analyzers; signal sources; communication test equipment,  including mobile protocol test equipment, wireless field test and spectrum analysis  equipment; video test equipment; and related components, support services and  accessories. The Company maintains operations in four major geographies: the  Americas, including the United States, and Other Americas, including Mexico,  Canada and South America; Europe, including the Middle East and Africa; the  Pacific, excluding Japan; and Japan. 

**Sony/Tektronix Redemption**

          During  the second quarter of fiscal year 2003, the Company acquired from Sony Corporation  (“Sony”) its 50% interest in Sony/Tektronix Corporation (“Sony/Tektronix”)  through redemption of Sony’s shares by Sony/Tektronix for 8 billion Yen  (“Sony/Tektronix Acquisition”), or approximately $65.7 million at  September 30, 2002. This transaction closed on September 30, 2002, at which  time the Company obtained 100% ownership of Sony/Tektronix. This transaction  is a long-term strategic investment that will provide the Company stronger access  to the Japanese market and the ability to leverage the engineering resources  in Japan.  The Company accounted for its investment in Sony/Tektronix under  the equity method prior to this redemption. Prior to the close of this transaction,  the Sony/Tektronix entity entered into an agreement to borrow up to 9 billion  Yen, or approximately $73.9 million at an interest rate of 1.75% above the Tokyo  Inter Bank Offering Rate (“TIBOR”). Sony/Tektronix used $53.1 million  of this credit facility to fund a portion of the redemption of shares from Sony  and the remainder was available for operating capital for this Japan subsidiary.  The transaction was accounted for by the purchase method of accounting, and  accordingly, beginning on the date of acquisition the results of operations,  financial position and cash flows of Sony/Tektronix were consolidated in the  Company’s financial statements. 

          During the third quarter and three quarters ended February 28, 2004, the Company incurred $1.2 million and $3.6 million, respectively, in costs specifically associated with integrating the operations of this subsidiary.  Costs incurred during the third quarter and three quarters ended March 1, 2003 were $0.8 and $2.6 million, respectively.  These costs are included in Acquisition related (credits) costs, net on the Condensed Consolidated Statements of Operations.

20

          During the second quarter ended November 29, 2003, the Company restructured the Japan pension plans (see Note 22) and recorded a net gain from the restructuring of $36.7 million.  During the third quarter of fiscal year 2004, the Company sold property located in Shinagawa, Japan, and recorded a net gain of $22.5 million.  Additionally during the third quarter of fiscal year 2004, the Company incurred an impairment loss of $3.1 million on assets held for sale located in Gotemba, Japan.  The sale and impairment are discussed in more detail in Note 11. These net gains and losses are included in Acquisition related (credits) costs, net on the Condensed Consolidated Statements of Operations.  After the sale of the property in Shinagawa, Japan described above, the Company repaid 5.5 billion yen or approximately $51.8 million of the outstanding principal on the TIBOR+1.75% debt facility during thethird quarter of fiscal year 2004.

**Business Realignment Costs**

          Business realignment costs represent actions to realign the Company’s cost structure in response to significant events and primarily include restructuring actions and impairment of assets resulting from reduced business levels.  Restructuring actions taken during the first three quarters of fiscal year 2004 and in fiscal years 2002 and 2003 were intended to reduce the Company’s worldwide cost structure across all major functions in response to the dramatic economic decline, which severely impacted markets into which the Company sells its products. Major operations impacted include manufacturing, engineering, sales, marketing and administrative functions.  In addition to severance, the Company incurred other costs associated with restructuring its organization, which primarily represent facilities contracts and other exit costs associated with aligning the cost structure to appropriatelevels. The Company anticipates that the actions taken will result in reduced operating costs in future periods, primarily through reductions in labor costs. Management believes that the restructuring actions implemented in fiscal years 2002 and 2003 and during the first three quarters of fiscal year 2004 have resulted in the costs savings anticipated for those actions.

          Costs incurred during the third quarter of fiscal year 2004 primarily related to restructuring actions planned by the Company during fiscal year 2003 which were executed in the third quarter of fiscal year 2004.  Many of the restructuring actions planned by the Company take significant time to execute, particularly if they are being conducted in countries outside the United States.  The Company anticipates incurring additional business realignment costs during fiscal year 2004, as planned actions continue to be executed.  

          Business  realignment costs of $3.7 million in the third quarter of fiscal year 2004 included  $3.6 million of severance related costs for 115 employees mostly located in  the United States and Europe, $0.1 million for accumulated currency translation  losses related to the substantial closure of a subsidiary in Australia and a  surplus facility in China, and $0.1 million for accelerated depreciation of  assets mostly in Europe, offset by $0.1 million of reversals for severance related  to previously recorded business realignment actions.  For the first three  fiscal quarters of fiscal year 2004, business realignment costs of $20.1 million  included $14.6 million of severance related costs for 268 employees mostly located  in Europe and the Americas, $3.6 million for accumulated currency translation  losses mostly related to the substantial closure of the Company’s subsidiary  in Brazil, $1.4 million for accelerated depreciation and write-down of assets  largely in Europe, $1.1 million for contractual obligations for actions taken  in fiscal year 2004 and 2003 largely in Europe and the Americas, offset by $0.6  million of reversals for severance and other costs related to previously recorded  business realignment actions.  Expected future annual salary cost savings  from actions taken in the first three quarters of fiscal year 2004 to reduce  employee headcount is estimated to be $13.2 million.  At February 28, 2004,  remaining liabilities of $6.1 million, $0.3 million and $0.3 million for employee  severance and related benefits for actions taken in fiscal years 2004, 2003  and 2002, respectively, were maintained for 134, 3 and 4 employees, respectively.   

21

          Activity for the above-described actions during the first three quarters of fiscal year 2004 was as follows:

| **(In thousands)**                      |   | **Balance   May 31,   2003** |               | **Costs   incurred** |   | **Cash   payments** |   | **Non-cash   adjustments** |               | **Balance   February 28,   2004** |   |
|-----------------------------------------|--------|------------------------------|--------------------|----------------------|--------|---------------------|--------|----------------------------|--------------------|-----------------------------------|--------|
|                                         |   |                              |               |                      |   |                     |   |                            |               |                                   |   |
| **Fiscal Year 2004 Actions:**           |   |                         |               |                 |   |                |   |                       |               |                              |   |   |   |   |   |   |
| Employee severance and related benefits |   | $                            | —   |                 | $      | 14,557              |   | $                          | (8,529             | )                                 | $      | —   |   | $ | 6,028 |   |
| Asset impairments                       |   |                         | —   |                 |   | 1,394               |   |                       | —   |                              |   | (1,394 | ) |   | —   |   |
| Contractual obligations                 |   |                         | —   |                 |   | 668                 |   |                       | (636               | )                                 |   | —   |   |   | 32 |   |
| Accumulated currency translation loss   |   |                         | —   |                 |   | 3,570               |   |                       | —   |                              |   | (3,570 | ) |   | —   |   |
|                                    |   |                              |                    |                 |        |                     |   |                            |                    |                              |        |  |   |  |  |   |
| Total                                   |   |                         | —   |                 |   | 20,189              |   |                       | (9,165             | )                                 |   | (4,964 | ) |   | 6,060 |   |
|                                    |   |                              |                    |                 |        |                     |   |                            |                    |                              |        |  |   |  |  |   |
| **Fiscal Year 2003 Actions:**           |   |                         |               |                 |   |                |   |                       |               |                              |   |   |   |   |   |   |
| Employee severance and related benefits |   | $                            | 5,394              |                 | $      | (686                | )      | $                          | (4,411             | )                                 | $      | —   |   | $ | 297 |   |
| Asset impairments                       |   |                         | —   |                 |   | (50                 | )      |                       | —   |                              |   | 50 |   |   | —   |   |
| Contractual obligations                 |   |                         | 1,730              |                 |   | 472                 |   |                       | (986               | )                                 |   | 116 |   |   | 1,332 |   |
|                                    |   |                              |                    |                 |        |                     |   |                            |                    |                              |        |  |   |  |  |   |
| Total                                   |   |                         | 7,124              |                 |   | (264                | )      |                       | (5,397             | )                                 |   | 166 |   |   | 1,629 |   |
|                                    |   |                              |                    |                 |        |                     |   |                            |                    |                              |        |  |   |  |  |   |
| **Fiscal Year 2002 Actions:**           |   |                         |               |                 |   |                |   |                       |               |                              |   |   |   |   |   |   |
| Employee severance and related benefits |   | $                            | 494                |                 | $      | 186                 |   | $                          | (409               | )                                 | $      | —   |   | $ | 271 |   |
| Contractual obligations                 |   |                         | 434                |                 |   | (25                 | )      |                       | (290               | )                                 |   | —   |   |   | 119 |   |
|                                    |   |                              |                    |                 |        |                     |   |                            |                    |                              |        |  |   |  |  |   |
| Total                                   |   |                         | 928                |                 |   | 161                 |   |                       | (699               | )                                 |   | —   |   |   | 390 |   |
|                                    |   |                              |                    |                 |        |                     |   |                            |                    |                              |        |  |   |  |  |   |
| **Other**                               |   |                         | —   |                 |   | (36                 | )      |                       | (9                 | )                                 |   | 45 |   |   | —   |   |
|                                    |   |                              |                    |                 |        |                     |   |                            |                    |                              |        |  |   |  |  |   |
| Total of all actions                    |   | $                            | 8,052              |                 | $      | 20,050              |   | $                          | (15,270            | )                                 | $      | (4,753 | ) | $ | 8,079 |   |
|                                    |   |                              |                    |                 |        |                     |   |                            |                    |                              |        |  |   |  |  |   |

**Critical Accounting Estimates**

          Management has identified the Company’s “critical accounting estimates,” which are those that are most important to the portrayal of the financial condition and operating results of the Company and require difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain.  Significant estimates underlying the accompanying consolidated financial statements and the reported amount of net sales and expenses include contingencies, intangible asset valuation, inventory valuation, pension plan assumptions and the assessment of the valuation of deferred income taxes and income tax contingencies.

     *Contingencies*

          The Company is subject to claims and litigation concerning intellectual property, environmental and employment issues, and settlement of contingencies related to prior dispositions of assets.  Accruals have been established based upon management’s best estimate of the ultimate outcome of these matters. The Company reviews the status of its claims, litigation and other contingencies on a regular basis and adjustments are made as information becomes available.  As of February 28, 2004, the Company had $20.5 million of contingencies recorded in Accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheet, which included $10.4 million of contingencies relating to the sale of CPID, $3.9 million for environmental exposures and $6.2 million for other contingent liabilities.  It is reasonably possible that management’s estimates of contingencies could change in thenear term and that such changes could be material to the Company’s consolidated financial statements.

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          At  the time of the sale of CPID on January 1, 2000, the Company recorded contingencies  of $60.0 million.  The $60.0 million of contingencies relate to certain  contingencies contained in the final sale agreement.  Specifically, the  Company provided the purchaser certain price adjustment mechanisms, including  a process for resolving disputes over the net assets included in the closing  balance sheet and certain indemnifications and warranties for specific periods  following the close of the transaction.  Subsequent to the close of the  transaction, the Company and the purchaser entered into an arbitration process  to determine settlement of certain disputes regarding the value of the net assets  transferred at the closing date.  This arbitration was resolved in the  first quarter of fiscal year 2002, resulting in an $18.0 million payment by  the Company to the purchaser. This settlement directly reduced the amount of  the previously established accrual. In fiscal year 2002, the Company recorded  a pre-tax gain on sale of $2.0 million in discontinued operations in the Consolidated  Statements of Operations, which further reduced the amount of the previously  established accrual.  During fiscal year 2003, the Company recognized a  pre-tax gain on sale of $25.0 million in discontinued operations in the Consolidated  Statements of Operations, as a result of the resolution of certain of the purchase  contingencies related to the sale.  Factors considered by the Company in  determining when recognition of this contingency is appropriate include a) expiration  of the related indemnity and warranty periods specified in the sale agreement;  b) analysis of claims received under the indemnity and warranty provisions and  c) the interactions with relevant parties regarding disputed matters. Other  payments and adjustments during fiscal years 2001, 2002 and 2003 reduced the  balance of the contingencies by $4.6 million.  As of May 31, 2003 and February  28, 2004, the balance of the contingencies related to the CPID disposition was  $10.4 million, a significant portion of which may take several years to resolve.   The Company continues to monitor the status of the CPID related contingencies  based on information received.  If unforeseen events or circumstances arise  subsequent to the balance sheet date, changes in the estimate of these contingencies  could be material to the financial statements.

          Included in contingent liabilities is $3.9 million specifically associated with the closure and cleanup of a licensed hazardous waste management facility at the Company’s Beaverton, Oregon campus.  The Company established the initial liability in 1998 and bases ongoing estimates on currently available facts and presently enacted laws and regulations.  Costs for tank removal and cleanup were incurred in fiscal year 2001.  Costs currently being incurred primarily relate to ongoing monitoring and testing of the site.  Management’s best estimate of the range of remaining reasonably possible cost associated with this environmental cleanup, testing and monitoring could be as high as $10.0 million. Management believes that the recorded liability represents the low end of the range.  These costs are estimated to be incurred over the next several years.  If events orcircumstances arise that are unforeseen to the Company as of the balance sheet date, actual costs could differ materially from this estimate.

          The  remaining $6.2 million of contingency accruals include amounts related to intellectual  property and employment issues, as well as contingencies related to dispositions  of assets other than CPID.  If events or circumstances arise that are unforeseen  to the Company as of the balance sheet date, actual costs could differ materially  from this estimate.

*     Intangible assets*

          The  Company accounts for goodwill and intangible assets in accordance with SFAS  No. 141, “Business Combinations,” and SFAS No. 142, “Goodwill  and Other Intangible Assets.” Accordingly, the Company no longer amortizes  goodwill from acquisitions, but continues to amortize other acquisition-related  intangibles and costs.  As of February 28, 2004, the Company had $80.7  million of goodwill, net recorded on the Condensed Consolidated Balance Sheet.

          The Company performed its annual goodwill impairment analysis during the second quarter of fiscal year 2004 and identified no impairment. The impairment review is based on a discounted cash flow approach that uses estimates of future market share and revenues and costs for the reporting units as well as appropriate discount rates. The estimates used are consistent with the plans and estimates that the Company uses to manage the underlying businesses.  However, if the Company fails to deliver new products for these groups, if the products fail to gain expected market acceptance, or if market conditions in the related businesses are unfavorable, revenue and cost forecasts may not be achieved, and the Company may incur charges for impairment of goodwill.   

          For intangible assets with definite useful lives, the Company amortizes the cost over the estimated useful lives and assesses any impairment by estimating the future cash flow from the associated asset in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”  As of February 28, 2004, the Company had $4.8 million of non-goodwill intangible assets recorded in

23

Other long-term assets, which includes patents and licenses for certain technology. If the estimated undiscounted cash flow related to these assets decreases in the future or the useful life is shorter than originally estimated, the Company may incur charges to impair these assets. The impairment would be based on the estimated discounted cash flow associated with each asset.  An impairment could result if the underlying technology fails to gain market acceptance, the Company fails to deliver new products related to these technology assets, the products fail to gain expected market acceptance or if market conditions in the related businesses are unfavorable.

*     Inventories*

          Inventories are stated at the lower of cost or market. Cost is determined based on currently-adjusted standard costs, which approximates actual cost on a first-in, first-out basis. The Company’s inventory includes raw materials, work-in-process, finished goods and demonstration equipment of $94.8 million as of February 28, 2004.  The Company reviews its recorded inventory and estimates a write-down for obsolete or slow-moving items. These write-downs reduce the inventory value of these obsolete or slow-moving items to their net realizable value.  Such estimates are difficult to make under the current economic conditions.  The write-down is based on current and forecasted demand. Therefore, if actual demand and market conditions are less favorable than those projected by management, additional write-downs may be required.  In addition, excessive amounts of used equipment in themarketplace can negatively impact the net realizable value of the Company’s demonstration equipment.  If actual market conditions are different than anticipated, the Company may incur additional charges for impairment of inventory in the period in which more information becomes available.  The Company recorded charges for inventory obsolescence of approximately $1.3 million and $2.8 million, respectively, during the third quarter and first three quarters of fiscal year 2004.

*     Pension plan*

          The Company maintains certain defined benefit pension plans to provide pension benefits to employees in certain countries.  The largest of the Company’s pension plans is in the United States.  As a result of the acquisition of the Sony/Tektronix joint venture, the Company had a significant defined benefit pension plan in Japan.   The Company maintains less significant defined benefit plans in other countries including the United Kingdom, Germany, and Holland.  

          Effective September 30, 2003, the Company substantially settled its liability for the existing defined benefit pension plans in Japan and established new plans to provide retirement benefits to Japan employees.  The settlement and curtailment of the existing defined benefit plans were made in accordance with the applicable plan provisions and local statutory requirements.  The Company has established a defined contribution plan as the principal plan to provide retirement benefits to employees in Japan.  Local regulations limit the benefit that the Company can provide to an individual employee through use of a defined contribution plan.  To the extent the Company provides retirement benefits to an individual in an amount greater than that allowed, the excess will be reflected as a benefit in a newly created defined benefit pension plan.  As the amount of statutory limit forbenefits under the defined contribution plan increases, benefits provided through the defined benefit component will decrease.  The impact of the settlement and curtailment of the existing defined benefit pension plans and initial funding of the new defined contribution plan was as follows:

| **(In thousands)**                                                    |   | **Defined   benefit   plans** |   | **Defined   contribution   plan** |   | **Total** |   |
|-----------------------------------------------------------------------|--------|-------------------------------|--------|-----------------------------------|--------|-----------|--------|
|                                                                       |   |                               |   |                                   |   |           |   |
| Reduction (increase) in   pension liability, net                      |   | $                             | 55,583 |                              | $      | (3,891    | )      | $ | 51,692 |   |
| Write-off        of pension asset for unrecognized prior service cost |   |                          | (9,566 | )                                 |   |      |   |   | (9,566 | ) |
| Reduction in minimum   pension charge in other comprehensive loss     |   |                          | (3,126 | )                                 |   |      |   |   | (3,126 | ) |
| Deferred income taxes on   minimum pension charge                     |   |                          | (2,259 | )                                 |   |      |   |   | (2,259 | ) |
|                                                                  |   |                               |        |                              |        |           |   |  |  |   |
| Net pension curtailment and settlement gain                           |   | $                             | 40,632 |                              | $      | (3,891    | )      | $ | 36,741 |   |
|                                                                  |   |                               |        |                              |        |           |   |  |  |   |

          In addition to the initial funding of $3.9 million for the new defined contribution plan noted above, the Company recorded a $17.3 million pension liability during the second quarter of fiscal year 2004 for future funding of the new defined contribution plan.  Annual installments, which are to be made over an eight-year period, began in February 2004.  

24

          Benefit plans are a significant cost of doing business and yet represent obligations that will be settled far in the future and therefore are subject to certain estimates.  Pension accounting is intended to reflect the recognition of future benefit costs over the employee’s approximate service period based on the terms of the plans and the investment and funding decisions made by the Company.  The accounting standards require that management make assumptions regarding such variables as the expected long-term rate of return on assets and the discount rate used to determine pension obligations.  

          The Company applies the long-term rate of return on plan assets assumption to a market related value of plan assets to estimate income recognized by the pension plan assets.  This income from return on pension assets is a component of net periodic pension cost.  Periodic pension costs primarily include the interest cost on participants’ accumulated benefits, service cost for benefits earned during the period and the amortization of unrecognized gains and losses.  In prior periods, the income recognized on plan assets has exceeded the periodic pension costs, thereby resulting in net pension income being recognized by the Company.  The amount of income recognized is affected by the rate of return assumption employed and the amount of plan assets that the return assumption is applied to.  The amount of net pension income recognized by the Company has declined from prior periodsdue primarily to the Company beginning to amortize previously unrecognized losses on the decline in value of plan assets, decline in the return on plan assets assumption employed by the Company, reduction in the market related value of the plan assets, and increased pension costs due to a decrease in the discount rate used to calculate pension benefits (see discount rate discussion below).  In prior periods, net periodic pension income recognized by the Company has differed materially from the actual experience of the plan assets and liabilities.  As of May 31, 2003, the last measurement date, the Company had recorded an unrecognized loss of $187.7 million, net of income taxes of $117.5 million as a component of Accumulated other comprehensive loss in the Consolidated Balance Sheet as a result of the additional minimum pension liability discussed below. To the extent this unrecognized loss is not offset by future unrecognized gains, there may be a reduction in net income over future periodsto recognize these amounts.  

          Excluding the pension related to the newly acquired Japan subsidiary, the Company’s estimated long-term rate of return on plan assets for fiscal year 2004 is approximately 8.6%.  A one percent change in the estimated long-term rate of return on plan assets will result in a change in operating income of $5.8 million for fiscal year 2004.  Net pension expense, excluding the Japan pension plans, was $0.3 million for the third quarter of fiscal year 2004 and $0.9 million for the first three quarters of fiscal year 2004, which includes the effect of the recognition of the assumed return on plan assets and amortization of a portion of the unrecognized loss noted above.  

          Assumed discount rates are used in measurements of the projected, accumulated, and vested benefit obligations and the service and interest cost components of net periodic pension cost. Management makes estimates of discount rates to reflect the rates at which the pension benefits could be effectively settled.  In making those estimates, management evaluates rates of return on high-quality fixed-income investments currently available and expected to be available during the period to maturity of the pension benefits.  The weighted average of discount rates used in determining the Company’s pension obligation as of May 31, 2003 was 5.2%.

          At May 31, 2003, the most recent valuation date, the accumulated benefit obligation exceeded the fair value of plan assets for certain pension plans.  In accordance with SFAS No. 87, “Employers’ Accounting for Pensions,” a minimum pension liability was recognized for the unfunded accumulated benefit obligation.  Recognition of an additional minimum liability is required if an unfunded accumulated benefit obligation exists and (a) an asset has been recognized as prepaid pension cost, (b) the liability already recognized as unfunded accrued pension cost is less than the unfunded accumulated benefit obligation, or (c) no accrued or prepaid pension cost has been recognized.  The Company has recognized an additional minimum liability in accordance with SFAS No. 87.  Since the additional minimum liability exceeded unrecognized prior service cost, the excess (which wouldrepresent a net loss not yet recognized as net periodic pension cost) is reported as a component of other comprehensive loss, net of applicable income tax benefit.  The Company initially recorded an additional pension liability at the end of fiscal year 2002, the first measurement date where the accumulated benefit obligation exceeded the fair value of plan assets. As of May 31, 2003, the cumulative additional minimum pension charge included in Accumulated other comprehensive loss was $187.7 million, net of income taxes of $117.5 million.  The implication of the additional minimum pension liability is that it may

25

reduce net income in future years by reducing the market related value of plan assets, thereby reducing the asset base upon which the Company recognizes a return.  Additionally, the Company may find it necessary to fund additional pension assets, which would increase the market related value of plan assets upon which the Company recognizes a return but would reduce operating cash and future interest earnings on that cash.

          Management will continue to assess the expected long-term rate of return on plan assets and discount rate assumptions based on relevant market conditions as prescribed by accounting principles generally accepted in the United States of America, and will make adjustments to the assumptions as appropriate.  Pension income or expense is allocated to Cost of sales, Research and development and Selling, general and administrative expenses in the Consolidated Statements of Operations. 

          In connection with the Sony/Tektronix acquisition, the Company assumed the net pension liability of the Japan subsidiary.  The estimated return on plan assets assumed for this plan was 6.6%.  Pension expense was $0.1 million for the third quarter of fiscal year 2004 and $2.7 million for the first three quarters of fiscal year 2004.  This net expense is based on estimates, in the same manner discussed for the above plans.  As explained above, these plans were substantially terminated through settlement and curtailment on September 30, 2003.

     *Income Taxes*

          The Company is subject to taxation from federal, state and international jurisdictions. The Company’s annual provision for income taxes and the determination of the resulting deferred tax assets and liabilities involve a significant amount of management judgment and is based on the best information available at the time. The actual income tax liabilities to the jurisdictions with respect to any fiscal year are ultimately determined long after the financial statements have been published. The Company maintains reserves for estimated tax exposures in jurisdictions of operation.  These tax jurisdictions include federal, state and various international tax jurisdictions.   Significant income tax exposures include potential challenges of research and experimentation credits, export-related tax benefits, disposition transactions and intercompany pricing.  Exposures are settled primarilythrough the settlement of audits within these tax jurisdictions, but can also be affected by changes in applicable tax law or other factors, which could cause management of the Company to believe a revision of past estimates is appropriate. Management believes that an appropriate liability has been established for estimated exposures; however, actual results may differ materially from these estimates. The liabilities are frequently reviewed for their adequacy and appropriateness. As of February 28, 2004, the Company was subject to income tax audits for fiscal years 2001, 2002 and 2003.  The liabilities associated with these years will ultimately be resolved when events such as the completion of audits by the taxing jurisdictions occur. To the extent the audits or other events result in a material adjustment to the accrued estimates, the effect would be recognized in Income tax expense (benefit) in the Consolidated Statement of Operations in the period of the event. 

          Judgment is also applied in determining whether deferred tax assets will be realized in full or in part. When it is more likely than not that all or some portion of specific deferred tax assets such as foreign tax credit carryovers or net operating loss carryforwards will not be realized, a valuation allowance must be established for the amount of the deferred tax assets that are determined not to be realizable. As of February 28, 2004, the Company had established a valuation allowance against deferred tax assets, primarily foreign tax credit carryforwards. The Company has not established valuation allowances against other deferred tax assets based on tax strategies planned to mitigate the risk of impairment to these assets. Accordingly, if the Company’s facts or financial results were to change thereby impacting the likelihood of realizing the deferred tax assets, judgment would have to beapplied to determine changes to the amount of the valuation allowance required to be in place on the financial statements in any given period. The Company continually evaluates strategies that could allow the future utilization of its deferred tax assets, including those related to Tektronix Japan. 

26

**RESULTS OF OPERATIONS**

|                                                     |   | **Fiscal   quarter ended** |               | **Three   fiscal quarters ended** |   |
|----------------------------------------------------------|--------|----------------------------|--------------------|-----------------------------------|--------|
|                                                     |   |                            |               |                                   |   |
| **(In millions,   except per share amounts)**            |   | **Feb. 28   2004**         |               | **Mar. 1   2003**                 |   | **$   Change** |   | **%   Change** |   | **Feb. 28   2004** |   | **Mar. 1   2003** |   | **$   Change** |   | **%   Change** |   |
|                                                          |   |                            |               |                                   |   |  |   |  |   |  |   |  |   |  |   |  |   |
| Product orders:                                          |   |                       |               |                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| U.S.                                                     |   | $                          | 73.0               |                              | $      | 65.4 |   | $ | 7.6 |   |   | 12 | % | $ | 255.9 |   | $ | 217.8 |   | $ | 38.1 |   |   | 17 | % |
| International                                            |   |                       | 140.2              |                              |   | 112.4 |   |   | 27.8 |   |   | 25 | % |   | 391.0 |   |   | 328.0 |   |   | 63.0 |   |   | 19 | % |
|                                                     |   |                            |                    |                              |        |  |   |  |  |   |  |  |   |  |  |   |  |  |   |  |  |   |  |  |   |
|                                                     |   |                       | 213.2              |                              |   | 177.8 |   |   | 35.4 |   |   | 20 | % |   | 646.9 |   |   | 545.8 |   |   | 101.1 |   |   | 19 | % |
| Net sales:                                               |   |                       |               |                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| U.S.                                                     |   |                       | 94.1               |                              |   | 69.8 |   |   | 24.3 |   |   | 35 | % |   | 273.6 |   |   | 254.7 |   |   | 18.9 |   |   | 7 | % |
| International                                            |   |                       | 149.4              |                              |   | 116.8 |   |   | 32.6 |   |   | 28 | % |   | 389.3 |   |   | 334.0 |   |   | 55.3 |   |   | 17 | % |
|                                                     |   |                            |                    |                              |        |  |   |  |  |   |  |  |   |  |  |   |  |  |   |  |  |   |  |  |   |
|                                                     |   |                       | 243.5              |                              |   | 186.6 |   |   | 56.9 |   |   | 30 | % |   | 662.9 |   |   | 588.7 |   |   | 74.2 |   |   | 13 | % |
| Cost of sales                                            |   |                       | 102.3              |                              |   | 87.1 |   |   | 15.2 |   |   | 17 | % |   | 290.7 |   |   | 289.6 |   |   | 1.1 |   |   | 0 | % |
|                                                     |   |                            |                    |                              |        |  |   |  |  |   |  |  |   |  |  |   |  |  |   |  |  |   |  |  |   |
| Gross profit                                             |   |                       | 141.2              |                              |   | 99.5 |   |   | 41.7 |   |   | 42 | % |   | 372.2 |   |   | 299.1 |   |   | 73.1 |   |   | 24 | % |
| Gross margin                                             |   |                       | 58.0               | %                                 |   | 53.3 | % |   |   |   |   |   |   |   | 56.1 | % |   | 50.8 | % |   |   |   |   |   |   |
| Research and development expenses                        |   |                       | 32.8               |                              |   | 26.4 |   |   | 6.4 |   |   | 24 | % |   | 93.3 |   |   | 74.7 |   |   | 18.6 |   |   | 25 | % |
| Selling, general and administrative expenses             |   |                       | 69.5               |                              |   | 63.0 |   |   | 6.5 |   |   | 10 | % |   | 200.4 |   |   | 180.3 |   |   | 20.1 |   |   | 11 | % |
| Equity in business venture’s loss                   |   |                       | —   |                              |   | —   |   |   | —   |   |   |   |   |   | —   |   |   | 2.9 |   |   | (2.9 | ) |   | (100 | )% |
| Business realignment costs                               |   |                       | 3.7                |                              |   | 14.2 |   |   | (10.5 | ) |   | (74 | )% |   | 20.1 |   |   | 27.0 |   |   | (6.9 | ) |   | (26 | )% |
| Acquisition related (credits) costs, net                 |   |                       | (18.0              | )                                 |   | 0.8 |   |   | (18.8 | ) |   | >(100 | )% |   | (52.4 | ) |   | 2.6 |   |   | (55.0 | ) |   | >(100 | )% |
| Loss (gain) on sale of fixed assets                      |   |                       | 0.7                |                              |   | —   |   |   | 0.7 |   |   | >100 | % |   | 0.7 |   |   | (0.6 | ) |   | 1.3 |   |   | >(100 | )% |
|                                                     |   |                            |                    |                              |        |  |   |  |  |   |  |  |   |  |  |   |  |  |   |  |  |   |  |  |   |
| Operating income (loss)                                  |   |                       | 52.5               |                              |   | (4.9 | ) |   | 57.4 |   |   | >100 | % |   | 110.1 |   |   | 12.2 |   |   | 97.9 |   |   | >100 | % |
| Interest income                                          |   |                       | 5.1                |                              |   | 6.8 |   |   | (1.7 | ) |   | (25 | )% |   | 16.2 |   |   | 21.6 |   |   | (5.4 | ) |   | (25 | )% |
| Interest expense                                         |   |                       | (0.2               | )                                 |   | (1.2 | ) |   | 1.0 |   |   | (83 | )% |   | (1.9 | ) |   | (4.5 | ) |   | 2.6 |   |   | (58 | )% |
| Other non-operating income (expense), net                |   |                       | 7.2                |                              |   | (0.3 | ) |   | 7.5 |   |   | >(100 | )% |   | 6.7 |   |   | (2.2 | ) |   | 8.9 |   |   | >(100 | )% |
|                                                     |   |                            |                    |                              |        |  |   |  |  |   |  |  |   |  |  |   |  |  |   |  |  |   |  |  |   |
| Earnings before taxes                                    |   |                       | 64.6               |                              |   | 0.4 |   |   | 64.2 |   |   | >100 | % |   | 131.1 |   |   | 27.1 |   |   | 104.0 |   |   | >100 | % |
| Income tax expense (benefit)                             |   |                       | 20.7               |                              |   | (0.6 | ) |   | 21.3 |   |   | >(100 | )% |   | 39.3 |   |   | (3.8 | ) |   | 43.1 |   |   | >(100 | )% |
|                                                     |   |                            |                    |                              |        |  |   |  |  |   |  |  |   |  |  |   |  |  |   |  |  |   |  |  |   |
| Net earnings from   continuing operations                |   |                       | 43.9               |                              |   | 1.0 |   |   | 42.9 |   |   | >100 | % |   | 91.8 |   |   | 30.9 |   |   | 60.9 |   |   | >100 | % |
| Loss from discontinued operations, net of income   taxes |   |                       | (0.3               | )                                 |   | (3.1 | ) |   | 2.8 |   |   | (90 | )% |   | (1.8 | ) |   | (8.5 | ) |   | 6.7 |   |   | (79 | )% |
|                                                     |   |                            |                    |                              |        |  |   |  |  |   |  |  |   |  |  |   |  |  |   |  |  |   |  |  |   |
| Net earnings (loss)                                      |   | $                          | 43.6               |                              | $      | (2.1 | ) | $ | 45.7 |   |   | >(100 | )% | $ | 90.0 |   | $ | 22.4 |   | $ | 67.6 |   |   | >100 | % |
|                                                     |   |                            |                    |                              |        |  |   |  |  |   |  |  |   |  |  |   |  |  |   |  |  |   |  |  |   |
| Earnings per share from continuing operations            |   |                       |               |                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| - basic                                                  |   | $                          | 0.52               |                              | $      | 0.01 |   | $ | 0.51 |   |   | >100 | % | $ | 1.08 |   | $ | 0.35 |   | $ | 0.73 |   |   | >100 | % |
| Earnings per share from continuing operations            |   |                       |               |                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| - diluted                                                |   |                       | 0.50               |                              |   | 0.01 |   |   | 0.49 |   |   | >100 | % |   | 1.06 |   |   | 0.35 |   |   | 0.71 |   |   | >100 | % |
| Loss per share from discontinued operations              |   |                       |               |                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| - basic and diluted                                      |   |                       | —   |                              |   | (0.04 | ) |   | 0.04 |   |   | (100 | )% |   | (0.02 | ) |   | (0.10 | ) |   | 0.08 |   |   | (80 | )% |
| Earnings (loss) per share - basic                        |   |                       | 0.51               |                              |   | (0.02 | ) |   | 0.53 |   |   | >(100 | )% |   | 1.06 |   |   | 0.26 |   |   | 0.80 |   |   | >100 | % |
| Earnings (loss) per share - diluted                      |   |                       | 0.50               |                              |   | (0.02 | ) |   | 0.52 |   |   | >(100 | )% |   | 1.04 |   |   | 0.25 |   |   | 0.79 |   |   | >100 | % |

27

***Third Quarter and First Three Quarters of Fiscal Year 2004 Compared with the Third Quarter and First Three Quarters of Fiscal Year 2003***

*     Economic Conditions*

          Beginning in the second half of fiscal year 2001, and continuing through fiscal year 2002, economic conditions had a significant negative impact on many markets into which the Company sold products including, but not limited to, optical design and manufacturing, mobile handset manufacturing, automated test equipment, telecommunications and semiconductor design and manufacturing.  During fiscal year 2003, these economic conditions continued to affect many of the markets into which the Company sells products, although the impact was less severe than in prior years and certain markets appeared to begin to stabilize towards the end of that fiscal year.  From a geographical perspective, the Company began to see the economic environment stabilize in the United States and Japan.  The stabilization of certain markets that began at the end of fiscal year 2003 continued into fiscal year 2004. During fiscal year 2004, the Company has continued to see elements of a phased recovery of its end markets, with growth across all regions and most product lines for the three quarters ended February 28, 2004. There can be no assurance that the Company’s underlying end markets will continue to improve or that the recent increased levels of business activity will continue as a trend into the future.

          In response to the reduced level of orders and associated sales during fiscal years 2002 and 2003, the Company incurred significant business realignment costs during fiscal years 2002 and 2003. The Company continued to incur business realignment costs during the first three quarters of fiscal year 2004 to further reduce the Company’s cost structure in order to provide an amount of operating income that management believed was appropriate at the current sales levels.  Many of the costs incurred during the first three quarters of fiscal year 2004 were associated with actions that were identified during the prior fiscal year, but for which sufficient action had not yet been taken to support the recognition of the associated expense.  Many of the restructuring actions planned by the Company take significant time to execute, particularly if they are being conducted in countries outside theUnited States.  The Company anticipates incurring additional business realignment costs during fiscal year 2004, as planned actions continue to be executed.

          Fiscal  year 2004 includes 52 weeks, while fiscal year 2003 included 53 weeks.   Due to this convention, the first quarter of fiscal year 2004 was 13 weeks compared  to the first quarter of fiscal year 2003, which was 14 weeks. The second and  third quarters of fiscal year 2004 and the comparative prior year quarters each  include 13 weeks.  In addition, the Sony/Tek redemption was effective on  September 30, 2002.  Accordingly, the Company did not consolidate the results  of the Japan subsidiary during the first quarter of the prior fiscal year, and  consolidated only two months of the second quarter of the prior fiscal year.   For the remainder of fiscal year 2003 and during the current fiscal year, the  results of the Japan subsidiary were consolidated in all months.  As a  result, balances for the first three quarters of fiscal year 2004 in the Condensed  Consolidated Statements of Operations are higher due in part to the consolidation  of more operating periods.

     *Discontinuation of Rohde and Schwarz Distribution Agreement*

          On  March 18, 2004, the Company announced the discontinuation of an existing distribution  agreement with Rohde and Schwarz, under which the Company served as the exclusive  distributor for Rohde and Schwarz’ communication test products in the United  States and Canada.  The discontinuation of this distribution agreement  is effective June 1, 2004.  The Company has served in this distribution  role for Rohde and Schwarz since October 1993. During the first three quarters  of fiscal year 2004 and 2003, the Company generated revenue of $58.5 million  and $43.8 million, respectively, from Rhode and Schwarz distributed products.  As the Company is merely a distributor of these products, the corresponding  sales generate lower gross margins compared to sales of products manufactured  by the Company. During the first three quarters of fiscal year 2004 and 2003,  gross margins on these distribution sales were 22% and 26%, respectively.   The Company incurs selling, general and administrative expenses in connection  with its efforts to distribute these products.  For fiscal years 2004 and  2003, distribution of these products has resulted in a nominal loss on a fully  allocated basis. As a result of the discontinuation of this distribution agreement,  the Company anticipates reducing and redirecting selling, general and administrative resources in response to the related reduction in gross profit.

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*     Product  Orders*

          Product    orders consist of cancelable commitments to purchase currently produced products    by customers with delivery scheduled generally within six months of being    recorded.  During the third quarter of fiscal year 2004, product orders    increased $35.4 million or 20% from the prior year’s third quarter.     For the first three quarters of fiscal year 2004 product orders increased    $101.1 million or 19% over the first three quarters of the prior fiscal year.    The growth in product orders was primarily driven by strength in the overall    markets, demonstrated by year over year growth in all of the Company’s    product categories and geographical regions.  Additional factors included    good response to new products, the favorable impact of foreign currency exchange    rate changes, and the consolidation of four more months of results from the    Company’s Japan subsidiary during the three quarters of fiscal year    2004 as compared with the same period in the prior year.** **During    the quarter and three quarters ended February 28, 2004, the Company generated    product orders of $21.5 million and $60.3 million, respectively, from distribution    of Rhode and Schwarz products.  As noted above, the Company will discontinue    acting as the distributor of these products in the United States and Canada    effective June 1, 2004.

*     Net Sales*

          Consolidated  net sales for the third quarter of fiscal year 2004 increased $56.9 million,  or 30%, over the same quarter in the previous year.  Sales for the first  three quarters of fiscal year 2004 increased $74.2 million, or 13%, over the  same period in the prior year.   During the third quarter of fiscal  year 2004 and the first three quarters of fiscal year 2004, international net  sales increased 28% and 17%, respectively, over the comparable periods in the  prior year, while net sales in the United States increased 35% and 7%, respectively.   The increase in net sales was primarily due to increased product orders during  the second and third quarter of fiscal year 2004 and the related reductions  in product backlog in the current quarter.  The significant increases in  the Company’s international geographies were primarily from Europe and  Japan, which were the result of both increased sales activity in those regions  as well as the consolidation of the Japan subsidiary for more periods in the  current year than in the prior year.  Please refer to the discussion on  Japan product orders above.

          Product  backlog decreased approximately $18.1 million during the third quarter of fiscal  year 2004, resulting in ending product backlog of $129.3 million as of February  28, 2004. During the three quarters of fiscal year 2004, product backlog increased  approximately $21.4 million from $107.9 million as of May 31, 2003.  Ending  product backlog as of February 28, 2004 was approximately 7.6 weeks of product  sales.  Product backlog levels are affected by the timing of product orders  received within the quarter.  The Company maintains a general target for  product backlog levels of 6 to 8 week of product sales.

          The geographical distribution of sales is ultimately directly correlated to the geographical distribution of orders.  However, as the Company increases or decreases the level of product backlog, this direct correlation may vary between quarters.

          During the quarter and three quarters ended February 28, 2004, the Company had product sales of  $25.0 million and $58.5 million, respectively, from distribution of Rhode and Schwarz products. As noted above, the Company will discontinue acting as the distributor of these products in the United States and Canada effective June 1, 2004.

     *Gross Profit and Gross Margin*

          Gross profit for the third quarter of fiscal year 2004 was $141.2 million, an increase of $41.7 million from gross profit of $99.5 million in the prior year third quarter.  Gross profit for the first three quarters of fiscal year 2004 was $372.2 million, an increase of $73.1 million from gross profit of $299.1 million in the first three quarters of the prior year.  The increase in gross profit is primarily attributable to an increase in sales volume during the current third quarter and three quarters over the same periods in the prior fiscal year.

          Gross margin for the third quarter of fiscal year 2004 was 58.0%, an increase of 4.7 points over the prior year third quarter.  Gross margin for the first three quarters of fiscal year 2004 was 56.1%, an

29

increase of 5.3 points over the first three quarters of the prior year.  The majority of this increase was from an overall increase in sales volume over a partially fixed manufacturing cost structure, and to a lesser extent, a favorable mix of higher margin products shipped during the first three quarters of fiscal year 2004.  Also contributing to the year over year increase was the positive impact of the Company’s explicit program to increase gross margin, as well as the impact of consolidating four more months of the Japan operations in the first three fiscal quarters of the current fiscal year compared to the same period in the prior year.

          During the quarter and three quarters ended February 28, 2004, gross margins on sales of distributed Rhode and Schwarz products were 21% and 22%, respectively.  As noted above, the Company will discontinue acting as the distributor of these products in the United States and Canada effective June 1, 2004.

*     Operating Expenses*

          In the current fiscal year, operating expenses include research and development expenses, selling general and administrative expenses, business realignment costs, net acquisition related credits and costs and net gains and losses from the sale of fixed assets.  In prior years, operating expenses included the Company’s portion of the income or loss of Sony/Tektronix, which is now a wholly owned subsidiary of the Company.  Each of these categories of operating expenses is discussed further below.  Although a portion of operating expenses is variable, much is fixed in nature and is subject to increase due to inflation and annual labor cost increases.  Additionally, the Company must continue to invest in the development of new products and the infrastructure to market and sell those products.  Accordingly, as the Company makes cost reductions in response to changes in businesslevels or other specific business events, these reductions can be partially or wholly offset by these other increases discussed above.

          Research and development expenses increased $6.4 million to $32.8 million during the third quarter of fiscal year 2004 as compared with the prior year comparable period.  This increase was primarily attributable to higher labor related expense mainly associated with increased incentives and elevated levels of spending on new product development. The Company is continuously investing in the development of new products and technologies, and the timing of costs varies depending on where the Company is in the development process.  Research and development expenses increased $18.6 million to $93.3 million for the first three quarters of fiscal year 2004 as compared with the prior year comparable period.  This increase was due to the same factors that have contributed to the year over year increase for the third quarter, as well as the impact of consolidating four more months of the Japanoperations in the first three fiscal quarters of the current fiscal year as compared with the same period in the prior year.  As the Company is a distributor of Rhode and Schwarz product, there is no research and development expense associated with these products.

          Selling, general and administrative expenses increased $6.5 million in the third quarter of the current fiscal year as compared with the same quarter in the prior year.  This increase was primarily attributable to increased labor related expense associated with higher sales commissions, incentives and annual salary increases. These increases were partially offset by the favorable impact of cost reduction actions. Selling, general and administrative expenses increased $20.1 million for the first three quarters of the current fiscal year as compared with the same period in the prior year. This year-over-year increase is the net result of increased compensation expenses and the impact of consolidating more periods of the Company’s Japan operations in the current fiscal year, partially offset by cost reduction actions.

          As noted above, the Company incurs selling, general and administrative expenses to distribute Rhode and Schwarz produced product.  These costs include direct expenses to market and sell these products as well as the allocation of corporate overhead. Upon discontinuation of this distribution agreement, the Company anticipatesreducing and redirecting selling, general and administrative expenses in response to the related reduction in gross profit.

30

          Equity in business venture’s loss in the first three quarters of fiscal year 2003 represented the Company’s 50% share of net loss from Sony/Tektronix.  The Company completed the acquisition of Sony/Tektronix in the second quarter of fiscal year 2003 and results subsequent to the acquisition date have been consolidated in the operating results of the Company.

          Business realignment costs represent actions to realign the Company’s cost structure in response to significant events and primarily include severance restructuring actions and impairment of assets resulting from reduced business levels.  Restructuring actions taken during the first three quarters of fiscal year 2004 and in fiscal years 2002 and 2003 were intended to reduce the Company’s worldwide cost structure across all major functions in response to economic conditions, which had a negative impact on markets into which the Company sells its products.

          Business  realignment costs of $3.7 million in the third quarter of fiscal year 2004 included  $3.6 million of severance related costs for 115 employees mostly located in  the United States and Europe, $0.1 million for accumulated currency translation  losses related to the substantial closure of the Company’s subsidiary in  Australia and a surplus facility in China, and $0.1 million for accelerated  depreciation of assets mostly in Europe, offset by $0.1 million of reversals  for severance related to previously recorded business realignment actions.

          For the first three fiscal quarters of fiscal year 2004, business realignment costs of $20.1 million included $14.6 million of severance related costs for 268 employees mostly located in Europe and the Americas, $3.6 million for accumulated currency translation losses mostly related to the substantial closure of the Company’s subsidiary in Brazil, $1.4 million for accelerated depreciation and write-down of assets largely in Europe, $1.1 million for contractual obligations for actions taken in fiscal year 2004 and 2003 largely in Europe and the Americas, offset by $0.6 million of reversals for severance and other costs related to previously recorded business realignment actions. See the Business Realignment Costs section of the Management’s Discussion and Analysis for further information on these charges.

          The Company incurred acquisition related credits, net of $18.0 million during the third quarter of fiscal year 2004. The majority of this was due to the net gain of $22.5 million recorded during the current quarter in conjunction with the sale of the property located in Shinagawa, Japan, offset in part by the $3.1 million impairment loss on held-for-sale assets in Gotemba, Japan, also recorded during the third quarter of the current fiscal year. These are described in more detail in Note 11 to the Condensed Consolidated Financial Statements. Also included in acquisition related credits, net during the third quarter of the current fiscal year were transition costs of $1.2 million associated with the Japan acquisition which was completed in the second quarter of fiscal year 2003. Transition costs for the third quarter of fiscal year 2003 were $0.8 million.

          For the first three quarters of fiscal year 2004, acquisition related credits, net were $52.4 million and were primarily the result of the $22.5 million net gain and $3.1 million loss recorded during the third quarter of fiscal year 2004 as explained above, as well as a net gain of $36.7 million recorded during the second quarter of the current fiscal year from restructuring the Japan pension plans (see Note 22 to the Condensed Consolidated Financial Statements). Transition costs for the first three quarters of fiscal year 2004 were $3.6 million. Transition costs incurred during the first three quarters of fiscal year 2003 were $2.6 million.

     *Non-Operating Income / Expense*

          Interest income for the third quarter of fiscal year 2004 and for the first three quarters of fiscal year 2004 decreased $1.7 million and $5.4 million, respectively, from the comparative prior year periods.  The decrease in interest income during these periods is due to a lower average balance of invested cash as well as lower yields on the cash.

          Interest expense for the third quarter of fiscal year 2004 and for the first three quarters of fiscal year 2004 decreased $1.0 million and $2.6 million, respectively, from the comparative prior year periods.  The decrease in interest expense during these periods is due to a lower average balance of outstanding debt due to the Company’s retirement of $56.3 million of outstanding debt in the first quarter of fiscal year 2004 on the scheduled payment date of August 1, 2003. In addition, the Company repaid 5.5 billion yen or approximately $51.8 million of the outstanding principal on the TIBOR+1.75%

31

debt facility during the third quarter of fiscal year 2004. For additional discussion of the Company’s borrowing activity please refer to the Financial Condition, Liquidity and Capital Resources section below.

          Other non-operating income (expense), net of $7.2 million and $6.7 million during the third quarter and the first three quarters of fiscal year 2004, respectively, include a net realized gain of $7.3 million recorded during the third quarter of the current fiscal year in conjunction with the sale of 400,000 shares of common stock of Merix Corporation as discussed further in Note 9 to the Condensed Consolidated Financial Statements.  

*     Income Taxes*

          Income tax expense of $20.7 million in the third quarter of fiscal year 2004 includes $1.3 million to increase the year-to-date impact effective tax rate from 28% to 30% due to significantly higher than planned pre-tax earnings experienced during the first three quarters of the current year, which will result in higher than planned pre-tax earnings for the full fiscal year.  Because the estimated tax benefits that have allowed the Company to record a lower effective tax rate are essentially fixed in nature, the overall rate increase occurs when there is a significant increase in estimated pre-tax earnings.  Income tax benefit of $0.6 million in the third quarter of fiscal year 2003 includes a credit of $0.8 million to decrease the year-to-date effective tax rate from 35% to 32%.  This decrease in the estimated effective tax rate for fiscal year 2003 resulted from the implementation ofcertain operational changes that were consistent with the Company’s tax planning strategies resulting in the potential utilization of foreign tax credits over the course of fiscal year 2003.

          Income tax expense in the first three quarters of fiscal year 2004 of $39.3 million was recorded at an effective tax rate of 30%.  The income tax benefit of $3.8 million in the first three quarters of the prior fiscal year included a $12.5 million income tax benefit resulting from the settlement of the IRS audit of the Company’s fiscal year 1998, 1999 and 2000, offset in part by income tax expense of $8.7 million which was recorded at an effective tax rate of 32%.  The decrease in the effective tax rate during the current fiscal year was due largely to operational changes expected to result in the potential utilization of foreign tax credits over the course of the current fiscal year.  The effective tax rate is impacted by a variety of estimates, including the amount of income during fiscal year 2004 and the mix of that income between foreign and domestic sources.  To the extentthe estimates of these and other amounts change, the effective tax rate may change accordingly.

*     Discontinued Operations*

          During the fourth quarter of fiscal year 2003, management of the Company approved and initiated an active plan for the sale of Gage Applied Sciences (“Gage”), a wholly owned subsidiary of the Company.  Gage is located in Montreal, Canada and produces PC-based instruments products.  The divestiture of this entity is consistent with the Company’s strategy of concentrating its resources in core product areas and de-emphasizing products which are determined to be less strategic.  This business has been accounted for as a discontinued operation in accordance with SFAS No. 144.  During the first quarter of fiscal year 2004, the Company sold the operations of Gage to a third party.   The Company recorded an after-tax loss of $0.2 million and $1.1 million during the third quarter and first three quarters of the current fiscal year, respectively.

          Loss from discontinued operations in the third quarter and first three quarters of the current fiscal year includes an additional net loss from the sale of the optical parametric test business due to settlement of additional costs arising after the sale, which closed in the third quarter of fiscal year 2003.  Loss from discontinued operations in the second quarter and first two quarters of the prior fiscal year includes operating losses from Gage and the optical parametric test business, as well as operating losses from VideoTele.com, which was sold during the second quarter of fiscal year 2003. Offsetting these losses in the prior fiscal year is a $13.0 million gain resulting from resolution of certain estimated liabilities related to the sale of the Company’s Color Printing and Imaging Division, which is discussed in more detail in Note 6.

32

     *Net Earnings (Loss)*

          The Company recognized consolidated net earnings of $43.6 million for the third quarter of fiscal year 2004, which compared with a net loss of $2.1 million for the third quarter of fiscal year 2003.  The current year increase was largely due to overall increased sales, higher gross profit and the $22.5 million gain from the sale of property in Japan, and decreased business realignment costs.

          For the first three quarters of fiscal year 2004, the Company recognized consolidated net earnings of $90.0 million, an increase of $67.6 from $22.4 million for the first three quarters of fiscal year 2003.  This increase was also largely due to factors impacting the quarter over quarter increase discussed above, as well as the $36.7 million pension gain in Japan recorded during the second quarter of the current fiscal year.  These increases were partially offset by additional operating expenses from the consolidation of the Japan subsidiary.  In addition, the Company recognized a $12.5 million tax benefit in the first quarter of fiscal year 2003 that is discussed in the Income Taxes section above.

     *Earnings  (Loss) Per Share*

          The increase in earnings per share is a result of the increased net earnings discussed above, and to a lesser extent, decreased weighted average shares outstanding in the current year as a result of shares repurchased by the Company.

**Financial Condition, Liquidity and Capital Resources**

     *Financial Condition*

          The Company’s working capital was $284.8 million and $345.0 million at February 28, 2004 and May 31, 2003, respectively.  During the first three quarters of the current fiscal year, current assets decreased by $79.7 million, largely from decreases of $28.0 million in cash and cash equivalents and $47.2 million in short-term marketable investments, offset by an increase of $29.9 million in accounts receivable.  Significant changes in cash and cash equivalents are discussed under the Liquidity and Capital resources section below.  The decrease in short-term marketable investments was largely due to an increase of $58.2 million in the Company’s portfolio of long-term marketable investments to achieve higher interest yields. The increase in accounts receivable was due to the timing of shipments at the end of the third quarter of the current fiscal year. Other current assets decreasedby $28.2 million, primarily from the sale of property classified as held-for-sale located in Shinagawa, Japan in the third quarter of fiscal year 2004 and a decrease in income taxes receivable largely due to the provision for income taxes during the first three quarters of fiscal year 2004, offset by the classification of property located in Gotemba, Japan to held-for-sale in the third quarter of fiscal year 2004. Current liabilities decreased $19.5 million, primarily from the repayment of $56.3 million of the Company’s 7.5% notes payable on August 1, 2003 offset by an increase of $14.2 million in accounts payable and accrued liabilities largely due to timing of manufacturing purchases at the end of the third quarter of fiscal year 2004 and an increase of $18.3 million in accrued compensation largely related to the accrual of fiscal year bonuses.  Assets and liabilities of discontinued operations were zero as of February 28, 2004 due to the sale of Gage during the first quarter of fiscalyear 2004.

          Property, plant and equipment decreased $16.4 million during the first three quarters of fiscal year 2004. Decreases from depreciation expense of $20.4 million and the reclassification of $11.3 million of assets held for sale in Gotemba, Japan to Other current assets were partially offset by increases from capital expenditures of $13.5 million.

          During the first quarter of fiscal year 2004, the Company made a cash contribution of $30.0 million to the U.S. cash balance pension plan. This funding reduced Other long-term liabilities on the Condensed Consolidated Balance Sheet. Depending on the future market performance of the pension plan assets, the Company may make additional large cash contributions to the plan in the future. As discussed in Note 22, the Company restructured its pension plan in Japan in the second quarter of fiscal year 2004. As a result, the Company settled its liability for the existing defined benefit pension plans resulting in a non-cash net reduction in pension liability of $51.7 million during the second quarter of fiscal year 2004.

          On March 15, 2000, the Board of Directors authorized the purchase of up to $550.0 million of the Company’s common stock on the open market or through negotiated transactions. During the first three quarters of fiscal year 2004, the Company repurchased 1.4 million shares totaling $33.9 million.  As of February 28, 2004, the Company had repurchased a total of 15.9 million shares at an average price of $22.09 per share totaling $350.3 million under this authorization.  The reacquired shares were immediately retired, as required under Oregon corporate law.

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     *Liquidity and Capital Resources*

          As  of February 28, 2004, the Company held $695.3 million in cash and cash equivalents  and marketable investments (excluding corporate equity securities), a decrease  of $17.1 million from the balance of $712.4 million at May 31, 2003. This decrease  was primarily due to the repayment of $56.3 million of the Company’s 7.5%  notes payable in the first quarter of fiscal year 2004, repayment of $51.8 million  of bank debt in Japan, repurchases of the Company’s common stock of $33.9  million, capital expenditures of $13.5 million and dividends paid of $6.8 million  during the first three quarters of fiscal year 2004, offset by cash provided  by operating activities of $61.2 million, proceeds from employee stock plans  of $26.8 million and sales of fixed assets of $47.4 million, primarily from  proceeds from the sale of property in Japan. Additionally, the sale of shares  of Merix Corporation stock during the current quarter provided cash proceeds  of $9.5 million. Cash provided by operating activities for the three quarters  ended February 28, 2004 included the $30.0 million cash payment described above  to fund the cash balance pension plan in the U.S during the first quarter.

          At  February 28, 2004, the Company maintained unsecured bank credit facilities totaling  $142.1 million, of which $132.3 million was unused. Concurrent with the Sony/Tektronix  acquisition on September 30, 2002, an agreement was entered into to borrow up  to 9 billion Yen, or approximately $84.8 million at February 28, 2004, at an  interest rate of 1.75% above the Tokyo Inter Bank Offering Rate. This facility,  which includes certain financial covenants for both the Japan subsidiary and  the Company, expires September 29, 2006.  This credit facility was used,  in part, to fund a portion of the redemption of shares from Sony and the remainder  was available for operating capital for this Japan subsidiary. During the third  quarter of fiscal year 2004, the Company repaid 5.5 billion yen or approximately  $51.8 million of the outstanding principal. Cash on hand, cash flows from operating  activities and current borrowing capacity is expected to be sufficient to fund  operations, potential acquisitions, capital expenditures and contractual obligations  through fiscal year 2004.

**Recent Accounting Pronouncements**

          In October 2002, the Emerging Issues Task Force (“EITF”) issued EITF 00-21, “Accounting for Revenue Arrangements with Multiple Deliverables.”  This standard addresses revenue recognition accounting by a vendor for arrangements under which it will perform multiple revenue-generating activities.   The Company adopted the provisions of this statement at the beginning of the first quarter of fiscal year 2004, without a material effect on the Company’s consolidated financial statements. 

          In April 2003, Statement of Financial Accounting Standards No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities,” (“SFAS No. 149”) was issued by the FASB. SFAS No. 149 amends SFAS No. 133 to clarify the definition of a derivative and incorporates many of the implementation issues cleared as a result of the Derivatives Implementation Group process. This statement is effective for contracts entered into or modified after June 30, 2003 and has been applied prospectively after that date. The Company adopted the provisions of SFAS No. 149 effective July 1, 2003, without a material impact on the Company’s consolidated financial statements.

          At the November 12–13, 2003 meeting, the EITF reached a consensus on Issue 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments,” that certain quantitative and qualitative disclosures should be required for debt and marketable equity securities classified as available-for-sale or held-to-maturity under SFAS No. 115 and 124 that are impaired at the balance sheet date but for which an other-than-temporary impairment has not been recognized. The consensus on quantitative and qualitative disclosures will be effective for the Company’s fiscal 2004 year-end financial statements.  

In December 2003, the FASB issued SFAS  No. 132 (revised 2003), “Employers’ Disclosures about Pensions and  Other Postretirement Benefits, an amendment of FASB Statements No. 87, 88, and  106, and a revision of FASB Statement No. 132.”  SFAS No. 132 (revised  2003) revises employers’ disclosures about pension plans and other postretirement  benefit plans. It does not change the measurement or recognition of those plans  required by SFAS No. 87, “Employers’ Accounting for Pensions,”  SFAS No. 88, “Employers’ Accounting for Settlements and Curtailments  of Defined Benefit Pension Plans and for Termination Benefits,” and SFAS  No. 106, “Employers’ Accounting for Postretirement Benefits Other  Than Pensions.”  The new rules require additional disclosures about  the assets, obligations, cash flows, and net periodic benefit cost of defined  benefit pension plans and other postretirement benefit plans. The required information  will be provided separately for pension plans and

34

for other postretirement benefit plans. The new disclosures are effective for the Company’s fiscal 2004 year-end financial statements and certain interim disclosures beginning with the first quarter of fiscal year 2005.

**Risks and Uncertainties**

          Described below are some of the 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 on capital expenditures of manufacturers in a wide range of industries, including 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. In particular, the telecommunications industry, including but not limited to the optical segment, has experienced more dramatic declines than other industries.  In addition, the severity and length of a downturn may also affect overall access to capital, which could adversely affect the Company’s customers across many industries.  During periods of reduced and declining demand, Tektronix may need to rapidly align its cost structure withprevailing market conditions while at the same time motivating and retaining key employees. As discussed above in Item 2, the Company’s sales and orders have been affected by the downturn in its markets that began in the second half of fiscal year 2001.  The ultimate severity and duration of this downturn is unknown. No assurance can be given that Tektronix’ net sales and operating results will not be further adversely impacted by the recent 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 anticipate the ever-evolving needs of those customers and deliver appropriate products and new 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 timelybasis 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.

*     Competitio**n*

          Tektronix competes with a number of companies in specialized areas of other test and measurement products and one large broad line measurement products supplier, Agilent Technologies. Other competitors include Acterna Corporation, Anritsu, LeCroy Corporation, Spirent, Yokogawa and many other smaller companies. In general, the test and measurement industry is a highly competitive market 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 may 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 materialadverse affect on the Company’s results of operations, financial condition or cash flows. 

*     Supplier Risks*

          The Company’s manufacturing operations are dependent on the ability of suppliers to deliver quality components, subassemblies and completed products in time to meet critical manufacturing and distribution schedules. The Company periodically experiences constrained supply of certain component

35

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.There is increased risk of supplier constraints in periods where the Company is increasing production volume to meet customer demands. 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.  In addition, the Company uses certain sole sourced components, which are integral to a variety of products.  Disruption in key sole sourced suppliers could have a significant adverse effect on the Company’s results of operations.

*     Worldwide Economic and Market Conditions*

          The  Company maintains operations in four major geographies: the Americas, including  the United States, and Other Americas, including Mexico, Canada and South America;  Europe, including the Middle East and Africa; the Pacific, excluding Japan;  and Japan. During the last fiscal year, more than 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,  including China, where the Company expects to further expand its operations.   As a result, the business is subject to the worldwide economic and market conditions  risks generally associated with doing business globally, 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, wars and acts of terrorism, epidemic disease or other health  concerns and changes in other economic or political conditions. These factors,  among others, could influence the Company’s ability to sell in global markets,  as well as its ability to manufacture products or procure supplies. A significant  downturn in the global economy or a particular region 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, particularly in countries (including China) where intellectual property rights are not highly developed or protected. 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, itcould 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 has operated and is in the process of closing a licensed hazardous waste management facility at its Beaverton, Oregon campus. If Tektronix fails to comply with any present or 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.

*     Sony/Tektronix Corporation Acquisition*

          The acquisition of Sony Corporation’s 50% interest in Sony/Tektronix Corporation was completed at the end of September 2002.  Upon completion of the transaction, the Company’s ownership of Sony/Tektronix increased from 50% to 100%, and the Company is now exposed to a greater financial

36

impact from Sony/Tektronix operations located in Japan.  In addition, the operation of Sony/Tektronix as a wholly-owned business involves additional risks, including integration costs and operational risks following the acquisition and the risks of doing business as a foreign owner in Japan.

*     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 stock prices 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.

*     Discontinuation of Rohde and Schwarz Distribution Agreement*

          The Company will no longer distribute Rohde and Schwarz’ products after June 1, 2004.  Discontinuation of this distribution agreement will result in the loss of the associated revenue and gross profit. While the Company anticipates implementing specificactions to offset the associated decrease in gross profitby reducing and redirecting certain costs, there is a risk that these targeted actions will not be achieved or that it may take longer to achieve these actions than originally anticipated or involve additional risks that were not foreseen by the Company.

*     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, risks associated with  the implementation of new information systems, including the implementation  of an Oracle software-based manufacturing material and resource planning system  in the current quarter; significant modifications to existing information systems,  the susceptibility of assets in the Company’s pension plans to market risk  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 of fixed rate commercial paper, corporate notes and bonds, U.S. Treasury and agency notes, asset backed securities and mortgage securities. The weighted average maturity of the portfolio, excluding mortgage securities, is two years or less.  Mortgage securities may have a weighted average life of less than seven years and are managed consistent with the Lehman Mortgage Index.  An increase in interest rates of similar instruments would decrease the value of certain of these investments. A 10% rise in interest rates as of February 28, 2004 would reduce the market value by $0.1 million, which would be reflected in Accumulated other comprehensive loss on the Consolidated Balance Sheets until sold.

          At February 28, 2004, the Company had no bond indebtedness.  The bonds were retired on August 2, 2003.

          The  Company is exposed to equity price risk primarily through its marketable equity  securities portfolio, including investments in Merix Corporation, Tut Systems,  Inc., 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 reduce the market value by $5.3  million, which would be reflected in Accumulated other comprehensive loss on  the Consolidated Balance Sheets until sold.

          The Company is exposed to foreign currency exchange rate risk primarily through acquisitions 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,

37

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.  At February 28, 2004, the Company held forward foreign currency exchange contracts in Euros with a notional amount totaling $0.9 million.  The potential loss in fair value at February 28, 2004, for such contracts resulting from a hypothetical 10% adverse change in applicable foreign currency exchange rates would be approximately $0.1 million.  This loss would be mitigated by corresponding gains on the underlying exposures.

**Item 4.  Controls and Procedures**

(a) Management of the Company has evaluated, under the supervision and with the participation of, the chief executive officer and chief financial officer, the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934.  Based on that evaluation, the chief executive officer and chief financial officer have concluded that the Company’s disclosure controls and procedures are effective in ensuring that information required to be disclosed is recorded, processed, summarized and reported in a timely manner, and that information was accumulated and communicated to the Company’s management, including the chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

(b) There has been no change in the Company’s internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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**Part II   OTHER INFORMATION**

| **Item 6.** | **Exhibits and Reports on Form 8-K** |
|-------------|--------------------------------------|
|        |                                 |   |   |
|        | (a)                                  | Exhibits |   |
|        |                                 |   |   |
|        |                                 | (31.1) | 302 Certification, Chief   Executive Officer. |
|        |                                 |   |   |
|        |                                 | (31.2) | 302 Certification, Chief   Financial Officer. |
|        |                                 |   |   |
|        |                                 | (32.1) | 906 Certification, Chief   Executive Officer. |
|        |                                 |   |   |
|        |                                 | (32.2) | 906 Certification, Chief   Financial Officer. |
|        |                                 |   |   |
|        | (b)                                  | Reports on Form 8-K |
|        |                                 |   |   |
|        |                                 | On March 18, 2004, the   Company filed a report on Form 8-K dated March 18, 2004 relating to the   results of its third fiscal quarter ended February 28, 2004. Under the Form   8-K, the Company furnished (not filed) under Item 12 a press release relating   to the results of its third fiscal quarter ended February 28, 2004 presented   in accordance with GAAP, as well as related non-GAAP financial information. |

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**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.

| April 12, 2004 | TEKTRONIX, INC. |
|----------------|-----------------|
|           |            |   |
|           | By              | /s/   COLIN L. SLADE |
|           |            |  |
|           |            | **Colin L.   Slade** |
|           |            | **Senior   Vice President and** |
|           |            | **Chief   Financial Officer** |

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**EXHIBIT INDEX**

| **Exhibits   No.** |   | **Exhibit Description**                       |
|--------------------|--------|-----------------------------------------------|
|                    |   |                                               |
|               |   |                                          |
| (31.1)             |   | 302 Certification, Chief   Executive Officer. |
|               |   |                                          |
| (31.2)             |   | 302 Certification, Chief   Financial Officer. |
|               |   |                                          |
| (32.1)             |   | 906 Certification, Chief   Executive Officer. |
|               |   |                                          |
| (32.2)             |   | 906 Certification, Chief   Financial Officer. |