<PAGE>

==============================================================================

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-Q

[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarter ended August 26, 2000, or,

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from _______________ to _________________.


Commission File Number 1-4837

                                 TEKTRONIX, INC.

(Exact name of registrant as specified in its charter)

          OREGON                                        93-0343990
(State or other jurisdiction of                        (IRS Employer
incorporation or organization)                       Identification No.)



14200 SW KARL BRAUN DRIVE
BEAVERTON, OREGON                                       97077
(Address of principal executive offices)                (Zip Code)

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

                                 NOT APPLICABLE

(Former name, former address and former fiscal year, if changed since last
report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

         Yes  X    No
             ---      ---

AT SEPTEMBER 23, 2000 THERE WERE 47,300,304 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.)


<PAGE>

TEKTRONIX, INC. AND SUBSIDIARIES
--------------------------------

INDEX
------

<TABLE>
<CAPTION>

                                                                        PAGE NO.
                                                                        --------
<S>                                                                     <C>
PART I.  FINANCIAL INFORMATION

    Item 1.       Financial Statements:

                  Condensed Consolidated Balance Sheets -                      2
                      August 26, 2000 and May 27, 2000

                  Condensed Consolidated Statements of Operations -            3
                      for the Quarter ended August 26, 2000
                      and the Quarter ended August 28, 1999

                  Condensed Consolidated Statements of Cash Flows -            4
                      for the Quarter ended August 26, 2000
                      and the Quarter ended August 28, 1999

                  Notes to Condensed Consolidated Financial Statements         5

  Item 2.      Management's Discussion and Analysis of Financial              13
               Condition and Results of Operations

PART II.  OTHER INFORMATION

  Item 3.  Quantitative and Qualitative Disclosures About Market Risk         20
  Item 4.  Submission of Matters to a Vote of Security Holders
  Item 6.  Exhibits and Reports on Form 8-K

SIGNATURE                                                                     21



                                       1
<PAGE>

                        TEKTRONIX, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS



(In thousands)                                               Aug. 26,      May 27,
                                                                 2000         2000
-----------------------------------------------------------------------------------
<S>                                                         <C>          <C>
ASSETS
    Current assets:
        Cash and cash equivalents                           $  539,471   $  683,808
        Short-term investments                                 203,438       99,897
        Accounts and notes receivable - net                    191,827      188,987
        Inventories - net                                      123,088      114,001
        Other current assets                                    16,981       25,364
                                                            ----------   ----------
           Total current assets                              1,074,805    1,112,057

    Property, plant and equipment - net                        180,374      188,544
    Deferred tax assets                                         20,937       30,928
    Other long-term assets                                     225,580      203,108
                                                            ----------   ----------
           Total assets                                     $1,501,696   $1,534,637
                                                            ==========   ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
     Current liabilities:
        Accounts payable and accrued liabilities            $  216,820   $  221,767
        Accrued compensation                                    59,817       95,623
        Deferred revenue                                        11,341       12,329
        Short-term debt                                            564          505
                                                            ----------   ----------
           Total current liabilities                           288,542      330,224

    Long-term debt                                             150,337      150,369
    Other long-term liabilities                                 77,738       76,450

    Shareholders' equity:
        Common stock                                           210,646      198,868
        Retained earnings                                      736,966      753,796
        Accumulated other comprehensive income                  37,467       24,930
                                                            ----------   ----------
           Total shareholders' equity                          985,079      977,594
                                                            ----------   ----------
           Total liabilities and shareholders' equity       $1,501,696   $1,534,637
                                                            ==========   ==========

</TABLE>

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



                                       2
<PAGE>

                        TEKTRONIX, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>


                                                                  Quarter ended
                                                              Aug. 26,     Aug. 28,
(In thousands except for per share amounts)                       2000         1999
-----------------------------------------------------------------------------------
<S>                                                          <C>          <C>
Net sales                                                    $ 278,191    $ 280,747
Cost of sales                                                  133,229      156,455
                                                             ---------    ---------
    Gross profit                                               144,962      124,292
Research and development expenses                               33,813       38,207
Selling, general, and administrative expenses                   73,883       71,876
Equity in business ventures' loss                                  132          318
Non-recurring charges                                              315           --
Charges related to the sale of the
  Video and Networking division                                     --       26,100
                                                             ---------    ---------
    Operating income (loss)                                     36,819      (12,209)
Interest expense                                                (3,357)      (4,502)
Interest income                                                 14,250          295
Other income (expense) - net                                    (5,511)         593
                                                             ---------    ---------
    Earnings (loss) before taxes                                42,201      (15,823)

Income tax expense (benefit)                                    14,770       (4,906)
                                                             ---------    ---------
    Net earnings (loss) from continuing operations              27,431      (10,917)

Discontinued operations:
    Net earnings from operations of Color
        Printing and Imaging division (less applicable
        income tax expense of $0 and $1,094, respectively.)         --        2,435
                                                             ---------    ---------
    Net earnings (loss)                                      $  27,431    $  (8,482)
                                                             =========    =========

Net earnings (loss) per share - basic                        $    0.58    $   (0.18)
Net earnings (loss) per share - diluted                           0.56        (0.18)

Net earnings (loss) per share from continuing
    operations - basic                                            0.58        (0.23)
Net earnings (loss) per share from continuing
    operations - diluted                                          0.56        (0.23)

Net earnings per share from discontinued
    operations - basic                                            0.00         0.05
Net earnings per share from discontinued
    operations - diluted                                          0.00         0.05

Dividends per share                                               0.00         0.12

Average shares outstanding - basic                              47,689       46,991
Average shares outstanding - diluted                            48,739       46,991

</TABLE>


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



                                       3
<PAGE>

                        TEKTRONIX, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                      Quarter ended
                                                                  Aug. 26,     Aug. 28,
(In thousands)                                                        2000         1999
-----------------------------------------------------------------------------------------
<S>                                                              <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings (loss)                                              $  27,431    $  (8,482)
Adjustments to reconcile net earnings (loss) to net cash
    provided by (used in) operating activities:
        Earnings from discontinued operations                           --       (2,435)
        Pre-tax net non-recurring charges                              315           --
        Charges related to the sale of the Video
           and Networking division                                      --       26,100
        Depreciation and amortization expense                       11,036       11,088
        Asset impairments                                            2,391           --
        Loss on the disposition of fixed assets                        554        1,804
        Bad debt expense                                               916          223
        Deferred income tax expense (benefit)                        7,619       (6,354)
        Equity in business ventures' loss                              132          332
        Changes in operating assets and liabilities:
           Accounts receivable                                      (4,050)     (11,258)
           Inventories                                             (11,621)      16,671
           Other current assets                                        671        3,743
           Accounts payable                                         (3,143)     (23,181)
           Accrued compensation                                    (32,817)     (17,998)
           Deferred revenue                                           (988)       2,331
        Other-net                                                   (2,019)      (3,400)
                                                                 ---------    ---------
           Net cash used in operating activities                    (3,573)     (10,816)
           Net cash provided by discontinued operations                 --        8,913

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment                        (8,482)      (8,680)
Proceeds from sale of fixed assets                                   3,715        1,044
Short-term investments                                            (103,541)          --
                                                                 ---------    ---------
           Net cash used in investing activities                  (108,308)      (7,636)

CASH FLOWS FROM FINANCING ACTIVITIES
Net change in short-term debt                                           59       12,116
Repayment of long-term debt                                            (32)         (69)
Issuance of common stock                                            15,433        6,439
Repurchase of common stock                                         (47,916)          --
Dividends                                                               --       (5,631)
                                                                 ---------    ---------
           Net cash provided by (used in) financing activities     (32,456)      12,855
                                                                 ---------    ---------
Net increase (decrease) in cash and cash equivalents              (144,337)       3,316
Cash and cash equivalents at beginning of period                   683,808       39,747
                                                                 ---------    ---------
Cash and cash equivalents at end of period                       $ 539,471    $  43,063
                                                                 =========    =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS
Income taxes paid - net                                          $     551    $     679
Interest paid                                                        5,656        7,634

</TABLE>

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


                                       4
<PAGE>

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THE COMPANY
Tektronix, Inc. (Tektronix or the company), founded in 1946, historically
operated in three major business divisions: Measurement, Color Printing and
Imaging, and Video and Networking, as well as in five major geographies: the
United States; Europe; the Americas, including Mexico, Canada and South America;
the Pacific, excluding Japan; and Japan. During fiscal year 2000, the company
sold the Color Printing and Imaging and Video and Networking divisions and now
operates as a focused test, measurement and monitoring company, providing
measurement solutions to customers in many industries, including computers,
telecommunications and semiconductors.

As a focused Measurement company, Tektronix enables its customers to design,
build, deploy and manage next-generation global communications networks and
internet technologies. Revenue is derived principally through the development
and marketing of a range of products including: oscilloscopes; logic analyzers;
communications test equipment, including products for network monitoring and
protocol test, broadband transmission test and mobile production test; video
test equipment; and accessories. Revenue is also derived through providing
support services for products sold worldwide. Headquartered in Beaverton,
Oregon, Tektronix employs more than 4,100 people and maintains operations in 25
countries outside the United States.

BASIS OF 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. Management believes that the condensed
statements include all necessary adjustments, which are of a normal and
recurring nature and are adequate to present financial position, results of
operations and cash flows for the interim periods. The condensed information
should be read in conjunction with the financial statements and notes thereto
incorporated by reference in the company's annual report on Form 10-K for the
year ended May 27, 2000. To conform to first quarter fiscal year 2001
presentation, certain information included in the first quarter fiscal year 2000
condensed consolidated financial statements and notes thereto has been
reclassified. The company's fiscal year is the 52 or 53 weeks ending the last
Saturday in May. Fiscal years 2001 and 2000 are 52 weeks.

SALE OF COLOR PRINTING AND IMAGING
On January 1, 2000, the company sold substantially all of the assets of the
Color Printing and Imaging division to Xerox Corporation (Xerox). The purchase
price was $925.0 million in cash, with certain liabilities of the division
assumed by Xerox. During the third quarter of fiscal year 2000, Tektronix
recorded a net gain of $340.3 million on this sale. The gain was calculated as
the excess of the proceeds received over the net book value of the assets
transferred, $198.5 million in income tax expense, a $60.0 million accrual for
estimated liabilities related to the sale and $14.4 million in transaction and
related costs.


                                       5
<PAGE>

The company accounted for the Color Printing and Imaging division as a
discontinued operation in accordance with Accounting Principles Board (APB)
Opinion No. 30, "Reporting the Results of Operations - Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions." Summarized results of operations for the
division were as follows:

<TABLE>
<CAPTION>

                                                          Quarter ended
(In thousands except per share amounts)                   Aug. 28, 1999
-----------------------------------------------------------------------
<S>                                                            <C>
Net sales                                                      $155,404
                                                               --------
Earnings before taxes                                             3,529
Income tax expense                                                1,094
                                                               --------
Net earnings from discontinued operations                      $  2,435
                                                               ========
Net earnings per share from discontinued
    operations - basic and diluted                             $   0.05
                                                               ========
</TABLE>


SALE OF VIDEO AND NETWORKING
On August 9, 1999, the company announced that it had reached an agreement to
sell substantially all of the operating assets of its Video and Networking
division to Grass Valley Group Inc. During the first quarter of fiscal year
2000, Tektronix recorded pre-tax charges of $26.1 million for losses expected to
be incurred in connection with the transaction. These charges were calculated
based upon the excess of the estimated net book value of assets to be
transferred over the proceeds, as well as asset impairments incurred as a result
of the sale. On September 24, 1999, the companies closed the transaction.
Tektronix received cash of $23.7 million, before transaction costs of $1.1
million, a note receivable of $22.5 million, and a 10% equity interest in Grass
Valley Group Inc., which was recorded in Other long-term assets and accounted
for under the cost method. The actual loss on the sale was $26.1 million.
Management concluded that the sale of the Video and Networking division did not
meet the criteria to be recorded as a discontinued operation in accordance with
APB Opinion No. 30, as the VideoTele.com business, a portion of the division,
was retained by the company.

On February 25, 2000, Tektronix and Grass Valley Group Inc. entered into a
subsequent agreement. Under this agreement, the company sold unbilled revenue on
systems contracts in progress that were not a part of the original transaction.
As consideration for the assets sold, the note receivable was amended to
increase the principal balance and decrease the stated interest rate from 8% to
7%. In addition, a note receivable was recorded for the sale of certain trade
receivables that were also excluded from the original transaction. Charges of
$5.5 million were incurred in conjunction with the subsequent agreement and were
recorded in Charges related to the sale of Video and Networking on the Condensed
Consolidated Statements of Operations. In addition, on May 25, 2000, Tektronix
sold its 10% equity interest in Grass Valley Group Inc., to the majority
shareholder of that company and received $6.5 million in cash, which
approximated book value.

REPURCHASE OF COMMON STOCK
The company's plan for the use of the net proceeds from the sale of the Color
Printing and Imaging division included a $550.0 million share repurchase
program. On February 23, 2000, the company purchased 0.1 million shares of its
common stock for $44 per share, totaling $4.7 million, through a Dutch Auction
tender offer. On March 15, 2000, the Board of Directors approved a program to
purchase up to $545.0 million of the company's common stock on the open market
or through negotiated transactions. During the first quarter of fiscal year
2001, the company repurchased 0.8 million shares at an average price of $59.27
per share totaling $47.9 million. The company has repurchased a total of 1.5
million shares at an average price of $55.98 per share totaling $83.0 million
under the program as of August 26, 2000.



                                       6
<PAGE>


NON-RECURRING CHARGES - NET
In the third quarter of fiscal year 2000, the company announced and began to
implement a series of actions (the 2000 plan) intended to further consolidate
worldwide operations and transition the company from a portfolio of businesses
to a single smaller business focused on test, measurement and monitoring. Major
actions under the 2000 plan include the exit from and consolidation within
underutilized facilities, including the write-off of assets that will be
abandoned in conjunction with this action, the write-off and disposal of certain
excess service and other inventories and focused headcount reductions to
streamline the cost structure to that of a smaller focused Measurement business
and to eliminate duplicative functions within the company's infrastructure. The
company recorded pre-tax non-recurring charges of $64.8 million to account for
these actions, including $19.1 million for the impairment of assets, $16.8
million for lease cancellation fees and future payments on exited leased
facilities and volume-based contracts, $15.5 million for the write-off and
disposal of excess inventories and $13.4 million for severance worldwide.

In the second quarter of fiscal year 1999, the company announced and began to
implement a series of actions (the 1999 plan) intended to align Tektronix'
worldwide operations with market conditions and to improve the profitability of
its operations. These actions included a net reduction of approximately 15% of
the company's worldwide workforce, the exit from certain facilities and the
streamlining of product and service offerings. Under the 1999 plan, the company
recorded pre-tax charges of $125.7 million, including restructuring charges of
$115.8 million and other non-recurring charges of $9.9 million for related
actions. The $115.8 million in restructuring charges included $56.9 million in
severance expense, $27.1 million for the write-off and disposal of excess
inventory, $17.0 million for the impairment of long-term assets and $14.8
million for lease cancellation fees. The $9.9 million for related actions
included $5.1 million of expected sales returns, $0.8 million of bad debt
expense and $4.0 million of costs to fulfill commitments to deliver software
enhancements on previously sold product, all associated with exiting the
non-linear digital editing business.

Total pre-tax net non-recurring charges on the Condensed Consolidated Statements
of Operations totaled $0.3 million for the quarter ended August 26, 2000. The
expense of $0.3 million consisted of a $2.1 million loss on sale of assets and
$2.6 million of adjustments to the existing restructuring plans, offset by
restructuring reserve reversals of $4.4 million. An expanded discussion of
current quarter restructuring reserve activity is included below.

The $2.1 million loss on sale of assets resulted from the sale of certain assets
by Maxtek Components Corporation (Maxtek), a wholly-owned subsidiary of
Tektronix, to Innovacomm Technologies, Inc. (Innovacomm). At the time the
company established the restructuring reserves under the 2000 plan, it was
anticipated that the assets sold to Innovacomm by Maxtek would be eliminated
through closure, thereby necessitating associated reserves for employee
severance and certain committed obligations related to facilities. As the
opportunity to dispose of these assets through sale subsequently arose, and was
determined by management to be more beneficial to the company, the related
reserves were deemed no longer necessary and reversed. The reversal of reserves
related to these assets totaled approximately $1.8 million and was included in
the total reversal of $4.4 million noted below.


                                       7
<PAGE>

The pre-tax charges incurred and related actions taken under the 1999 and 2000
plans affected the company's financial position in the following manner:

<TABLE>
<CAPTION>

                                       Equipment       Payables
                                       and other      and other                        Accrued
(In thousands)                            assets    liabilities    Inventories    compensation
----------------------------------------------------------------------------------------------
<S>                                    <C>          <C>            <C>            <C>
1999 plan charges                      $  18,200    $    19,894    $    27,760    $     54,680
Fiscal year 1999 activity:
    Cash paid out                             --         (7,415)            --         (20,844)
    Non-cash disposals or write-offs     (17,055)            --        (27,070)             --
    Adjustments to plan                     (455)         4,049           (690)          2,244
                                       ---------    -----------    -----------    ------------
Balance May 29, 1999                   $     690    $    16,528    $        --    $     36,080
                                       ---------    -----------    -----------    ------------
Fiscal year 2000 activity:
    2000 plan charges                  $  19,142    $    16,787    $    15,460    $     13,362
    Adjustments to plan                      361             --             --            (405)
    Reversal of excess charges                --           (600)            --         (14,799)
    Cash paid out                             --        (13,765)            --         (22,893)
    Non-cash disposals or write-offs     (20,193)            --        (15,460)             --
                                       ---------    -----------    -----------    ------------
Balance May 27, 2000                   $      --    $    18,950    $        --    $     11,345
                                       ---------    -----------    -----------    ------------
Fiscal year 2001 activity:
    Adjustments to plan                    2,018             --             --             543
    Reversal of excess charges                --           (863)            --          (3,495)
    Cash paid out                             --         (1,540)            --          (2,203)
    Non-cash disposals or write-offs      (2,018)            --             --              --
                                       ---------    -----------    -----------    ------------
Balance Aug. 26, 2000                  $      --    $    16,547    $        --    $      6,190
                                       =========    ===========    ===========    ============

</TABLE>


During the first quarter of fiscal year 2001 the equipment and other assets
reserve was increased approximately $2.0 million and the accrued compensation
reserve was increased approximately $0.5 million. The increase of $2.0 million
to the equipment and other assets reserve was primarily to provide for
additional estimated impairment costs related to assets previously included in
the restructuring plan. The increase of $0.5 million to the accrued compensation
reserve was attributable to the subsequent clarification and amendment of an
employment agreement.

During the first quarter of fiscal year 2001, $0.9 million and $3.5 million of
previously accrued amounts were reversed from the payables and other liabilities
reserve and the accrued compensation reserve, respectively. The reversal of $0.9
million of the payables and other liabilities reserve was primarily attributable
to certain obligations which were assumed by a third party, thereby relieving
the company of its obligation. The reversal of $3.5 million of accrued
compensation resulted from severance reversals of $1.9 million for 54
individuals who either left the company voluntarily or were re-assigned to
future-benefiting operations and $1.6 million of severance related to
individuals associated with the assets sold by Maxtek discussed above.

Including current and prior period adjustments and reversals, headcount
reduction under the 1999 plan totaled 1,302 employees. As of August 26, 2000,
severance of approximately $41.2 million has been paid to 1,291 of these
employees, with the remaining 11 employees to be paid severance of approximately
$0.2 million under contract through 2002. Under the 2000 plan, headcount
reduction net of current and prior period adjustments and reversals, totaled 246
employees. As of August 26, 2000, severance of approximately $4.7 million has
been paid to 67 of these employees, with the remaining 179 employees to be paid
severance of approximately $6.0 million through 2002.



                                       8
<PAGE>

<TABLE>
<CAPTION>

EARNINGS (LOSS) PER SHARE
                                                    Aug. 26,       Aug. 28,
(In thousands except share amounts)                     2000           1999
---------------------------------------------------------------------------
<S>                                             <C>            <C>
Net earnings (loss)                             $     27,431   $     (8,482)
                                                ============   ============
Weighted average shares used for
    basic earnings (loss) per share               47,689,192     46,991,208
Effect of dilutive stock options                   1,049,479             --
                                                ------------   ------------
Weighted average shares used for
    dilutive earnings (loss) per share            48,738,671     46,991,208
                                                ============   ============

Basic net earnings (loss) per share             $       0.58   $      (0.18)
Diluted net earnings (loss) per share           $       0.56   $      (0.18)

</TABLE>

Options to purchase an additional 10,250 and 3,573,029 shares of common stock
were outstanding at August 26, 2000 and August 28, 1999, respectively, but
were not included in the computation of diluted net earnings (loss) per share
because their effect would be antidilutive.

SHORT-TERM INVESTMENTS
Short-term investments include investments with maturities of greater than three
months and less than one year from the date of purchase. Those held at August
26, 2000 and May 27, 2000 consisted of:

<TABLE>
<CAPTION>

                                                    Aug. 26,        May 27,
(In thousands)                                          2000           2000
---------------------------------------------------------------------------
<S>                                             <C>            <C>
Corporate notes and bonds                       $    114,333   $     52,977
Commercial paper                                      57,813         29,353
Asset backed securities                               21,026          7,486
Certificates of deposit                               10,266         10,081
                                                ------------   ------------
Short-term investments                          $    203,438   $     99,897
                                                ============   ============

</TABLE>


ACCOUNTS AND NOTES RECEIVABLE
Accounts and notes receivable consisted of:

<TABLE>
<CAPTION>
                                                    Aug. 26,        May 27,
(In thousands)                                          2000           2000
---------------------------------------------------------------------------
<S>                                             <C>            <C>
Trade accounts receivable                       $    167,602   $    167,677
Notes receivable - current portion                    14,159         13,865
Other receivables                                     13,640         12,354
Allowance for doubtful accounts                       (3,574)        (4,909)
                                                ------------   ------------
Accounts and notes receivable - net             $    191,827   $    188,987
                                                ============   ============

</TABLE>

Notes receivable - current portion at August 26, 2000 and May 27, 2000 included
the current portion of notes and interest receivable due from Grass Valley Group
Inc., received as consideration for the sale of Video and Networking assets.
Other receivables was comprised of miscellaneous non-trade receivables.



                                       9
<PAGE>

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 and related reserves consisted of:

<TABLE>
<CAPTION>

                                                    Aug. 26,        May 27,
(In thousands)                                          2000           2000
---------------------------------------------------------------------------
<S>                                             <C>            <C>
Materials and work in process                   $     67,377   $     63,580
Finished goods                                        71,944         65,601
Inventory reserves                                   (16,233)       (15,180)
                                                ------------   ------------
    Inventories - net                           $    123,088   $    114,001
                                                ============   ============

</TABLE>

PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of:

<TABLE>
<CAPTION>

                                                    Aug. 26,        May 27,
(In thousands)                                          2000           2000
---------------------------------------------------------------------------
<S>                                             <C>            <C>
Land                                            $      1,656   $      1,656
Buildings                                            152,550        154,466
Machinery and equipment                              267,677        274,251
Accumulated depreciation and amortization           (241,509)      (241,829)
                                                ------------   ------------
    Property, plant and equipment - net         $    180,374   $    188,544
                                                ============   ============

</TABLE>

INVESTMENTS IN MARKETABLE EQUITY SECURITIES
Investments in marketable equity securities are classified as available-for-sale
and reported at fair market value in the Condensed Consolidated Balance Sheets
as Other long-term assets. The related unrealized holding gains and losses are
excluded from earnings and included, net of deferred income taxes, in
Accumulated other comprehensive income on the Condensed Consolidated Balance
Sheets. During the quarter ended August 26, 2000, the company wrote-down the
cost basis of an available-for-sale security which was determined to be other
than temporarily impaired. The total amount of the impairment charge was $2.4
million and was included in Other income (expense) - net in the Condensed
Consolidated Statements of Operations.

<TABLE>
<CAPTION>

                                                          Aug. 26,     May 27,
(In thousands)                                                2000        2000
------------------------------------------------------------------------------
<S>                                                      <C>         <C>
Unamortized cost basis of marketable equity securities       4,191       6,704
Gross unrealized holding gains                              33,037       9,991
Gross unrealized holding losses                                 --      (1,707)
                                                         ---------   ---------
Fair value of marketable equity securities               $  37,228   $  14,988
                                                         =========   =========

</TABLE>


                                       10
<PAGE>


COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) and its components, net of tax, are as follows:

<TABLE>
<CAPTION>

                                                                    Quarter ended
                                                                Aug. 26,     Aug. 28,
(In thousands)                                                      2000         1999
-----------------------------------------------------------------------------------------
<S>                                                            <C>          <C>
Net earnings (loss)                                            $  27,431    $  (8,482)
Other comprehensive income (loss):
    Currency translation adjustment, net of taxes
        of $(1,543) and ($33), respectively                       (2,315)         (50)
    Unrealized gain (loss) on available-for-sale securities,
        net of taxes of $9,905 and ($146), respectively           14,852         (217)
    Reclassification adjustment for realized losses,
        net of taxes of $0 and $8, respectively                       --           11
                                                               ---------    ---------
Total comprehensive income (loss)                              $  39,968    $  (8,738)
                                                               =========    =========

</TABLE>


BUSINESS SEGMENTS
Historically, the company was organized based on the products and services that
it offered. Under this organizational structure, the company operated in three
main segments: Measurement, Color Printing and Imaging, and Video and
Networking. The Color Printing and Imaging division was accounted for as a
discontinued operation and as such the results of operations and the financial
position of the division are not presented to management for decision-making
purposes and are not included in the table below. The company now operates as a
single segment - Measurement. Measurement revenue is derived principally through
the development and marketing of a range of products including: oscilloscopes;
logic analyzers; communications test equipment including products for network
monitoring and protocol test, broadband transmission test and mobile production
test; video test equipment; and accessories. Revenue is also derived from
providing support services for products sold worldwide.

The information provided below was obtained from internal information that was
provided to the company's executive management group for the purpose of
corporate management. Assets, liabilities and expenses attributable to corporate
activity were not all allocated to the operating segments. Certain facility,
information systems and other expenses were incurred by corporate and allocated
to the divisions based on a percentage of sales, number of employees or payroll
costs. Depreciation expense by division was not included in the internal
information provided to the executive management group and was therefore not
presented below. Inter-segment sales were not material and were included in net
sales to external customers below.

<TABLE>
<CAPTION>

                                                                   Quarter ended
                                                                Aug. 26,     Aug. 28,
(In thousands)                                                      2000         1999
-------------------------------------------------------------------------------------
<S>                                                            <C>          <C>
Net sales to external customers by division:
Measurement                                                    $ 278,191    $ 228,034
Video and Networking                                                  --       52,713
                                                               ---------    ---------
    Net sales                                                  $ 278,191    $ 280,747
                                                               ---------    ---------

Consolidated net sales to external customers by region:
United States                                                  $ 141,166    $ 147,211
Europe                                                            58,674       72,348
Pacific                                                           32,529       28,525
Japan                                                             25,139       20,801
Americas                                                          20,683       11,862
                                                               ---------    ---------
    Net sales                                                  $ 278,191    $ 280,747
                                                               ---------    ---------

</TABLE>


                                       11
<PAGE>

<TABLE>
<CAPTION>

Measurement net sales to external customers by region:
<S>                                                            <C>          <C>
United States                                                  $ 141,166    $ 118,783
Europe                                                            58,674       56,267
Pacific                                                           32,529       23,656
Japan                                                             25,139       19,427
Americas                                                          20,683        9,901
                                                               ---------    ---------
    Net sales                                                  $ 278,191    $ 228,034
                                                               ---------    ---------
Operating income (loss):
Measurement                                                    $  37,134    $  22,339
Video and Networking                                                  --       (8,303)
Charges related to the sale of Video and Networking                   --      (26,100)
Non-recurring charges                                               (315)          --
All other                                                             --         (145)
                                                               ---------    ---------
    Operating income (loss)                                    $  36,819    $ (12,209)
                                                               ---------    ---------

</TABLE>

INCOME TAXES
The provision for income tax expense (benefit) consisted of:

<TABLE>
<CAPTION>

                                                                    Quarter ended
                                                                Aug. 26,     Aug. 28,
(In thousands)                                                      2000         1999
-------------------------------------------------------------------------------------
<S>                                                            <C>          <C>
United States                                                  $  12,470    $  (1,646)
State                                                              2,200       (1,133)
Foreign                                                              100       (2,127)
                                                               ---------    ---------
    Income tax expense (benefit)                               $  14,770    $  (4,906)
                                                               =========    =========

</TABLE>


The effective rates used to calculate income tax expense (benefit) for the first
quarters of 2001 and 2000 were 35% and 31%, respectively.

RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities." The statement will require recognition of
all derivatives as either assets or liabilities on the balance sheet at fair
value. The statement is effective for the company's fiscal year 2002, as
deferred by SFAS No. 137, but early adoption is permitted. Management has not
yet completed an evaluation of the effects this standard will have on the
company's consolidated financial statements.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin (SAB) No. 101, "Revenue Recognition in Financial Statements." The
effective date of the bulletin was delayed according to SAB No. 101A and SAB No.
101B and will be effective for the company's fourth quarter of fiscal year 2001.
Management has not yet completed an evaluation of the effects this bulletin will
have on the company's consolidated financial statements.



                                       12
<PAGE>


ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

                       CONDITION AND RESULTS OF OPERATIONS

GENERAL
Tektronix, Inc. (Tektronix or the company) historically operated in three major
business divisions: Measurement, Color Printing and Imaging, and Video and
Networking, as well as in five major geographies: the United States; Europe; the
Americas, including Mexico, Canada and South America; the Pacific, excluding
Japan; and Japan. During fiscal year 2000, the company sold the Color Printing
and Imaging and Video and Networking divisions and now operates as a focused
test, measurement and monitoring company, providing measurement solutions to
customers in many industries, including computers, telecommunications and
semiconductors. For additional information on these fiscal year 2000
divestitures, see the Sale of Color Printing and Imaging and the Sale of Video
and Networking footnotes included in the Notes to the Condensed Consolidated
Financial Statements for the quarter ended August 26, 2000.

As a focused Measurement company, Tektronix enables its customers to design,
build, deploy and manage next-generation global communications networks and
internet technologies. Revenue is derived principally through the development
and marketing of a range of products including: oscilloscopes; logic analyzers;
communications test equipment, including products for network monitoring and
protocol test, broadband transmission test and mobile production test; video
test equipment; and accessories. Revenue is also derived through providing
support services for products sold worldwide.

NON-RECURRING CHARGES - NET
Total pre-tax net non-recurring charges on the Condensed Consolidated Statements
of Operations totaled $0.3 million for the quarter ended August 26, 2000. The
expense of $0.3 million consisted of a $2.1 million loss on sale of assets and
$2.6 million of adjustments to the existing restructuring plans, offset by
restructuring reserve reversals of $4.4 million. An expanded discussion of
current quarter restructuring reserve activity is included below.

The $2.1 million loss on sale of assets resulted from the sale of certain assets
by Maxtek Components Corporation (Maxtek), a wholly-owned subsidiary of
Tektronix, to Innovacomm Technologies, Inc. (Innovacomm). At the time the
company established the restructuring reserves under the 2000 plan, it was
anticipated that the assets sold to Innovacomm by Maxtek would be eliminated
through closure, thereby necessitating associated reserves for employee
severance and certain committed obligations related to facilities. As the
opportunity to dispose of these assets through sale subsequently arose, and was
determined by management to be more beneficial to the company, the related
reserves were deemed no longer necessary and reversed. The reversal of reserves
related to these assets totaled approximately $1.8 million and was included in
the total reversal of $4.4 million noted below.

During the first quarter of fiscal year 2001 the equipment and other assets
reserve was increased approximately $2.0 million and the accrued compensation
reserve was increased approximately $0.5 million. The increase of $2.0 million
to the equipment and other assets reserve was primarily to provide for
additional estimated impairment costs related to assets previously included in
the restructuring plan. The increase of $0.5 million to the accrued compensation
reserve was attributable to the subsequent clarification and amendment of an
employment agreement.

During the first quarter of fiscal year 2001, $0.9 million and $3.5 million of
previously accrued amounts were reversed from the payables and other liabilities
reserve and the accrued compensation reserve, respectively. The reversal of $0.9
million of the payables and other liabilities reserve was primarily attributable
to certain obligations which were assumed by a third party, thereby relieving
the company of its obligation. The reversal of $3.5 million of accrued
compensation resulted from severance reversals of $1.9 million for 54
individuals who either left the company voluntarily or were re-assigned to
future-benefiting operations and $1.6 million of severance related to
individuals associated with the assets sold by Maxtek discussed above.


                                       13
<PAGE>

Including current and prior period adjustments and reversals, headcount
reduction under the 1999 plan totaled 1,302 employees. As of August 26, 2000,
severance of approximately $41.2 million has been paid to 1,291 of these
employees, with the remaining 11 employees to be paid severance of approximately
$0.2 million under contract through 2002. Under the 2000 plan, headcount
reduction net of current and prior period adjustments and reversals, totaled 246
employees. As of August 26, 2000, severance of approximately $4.7 million has
been paid to 67 of these employees, with the remaining 179 employees to be paid
severance of approximately $6.0 million through 2002.

                            RESULTS OF OPERATIONS

Consolidated net earnings for the quarter ended August 26, 2000, were $27.4
million as compared to net losses of $8.5 million for the first quarter of
fiscal year 2000. Net earnings from discontinued operations were $2.4 million
for the first quarter of fiscal year 2000.

NET EARNINGS (LOSS) FROM CONTINUING OPERATIONS
Net earnings from continuing operations were $27.4 million or $0.56 per diluted
share for the first quarter of fiscal year 2001. For the quarter ended a year
ago, the company recorded net losses from continuing operations of $10.9 million
or $0.23 per diluted share. Excluding the $26.1 million of charges related to
the sale of the Video and Networking division, the company would have had net
earnings from continuing operations of $7.1 million or $0.15 per diluted share
for the first quarter of fiscal year 2000.

NET SALES
Consolidated net sales of $278.2 million for the first quarter of fiscal year
2001, decreased $2.5 million from consolidated net sales of $280.7 million for
the first quarter of fiscal year 2000. This decline was primarily attributable
to the sale of the Video and Networking division in fiscal year 2000 which
resulted in a decrease of $52.7 million in consolidated sales as compared with
the prior year comparable quarter, offset by a $50.2 million increase in
Measurement sales over the same quarter a year ago.

First quarter fiscal year 2001 Measurement net sales of $278.2 million increased
$50.2 million or 22% from Measurement net sales of $228.0 million for the first
quarter of fiscal year 2000. Growth was realized in all geographies, with the
United States and the Americas experiencing the largest increases of $22.4
million or 19% and $10.8 million or 109%, respectively. Measurement growth in
these geographic regions was primarily attributable to continued customer demand
for existing products introduced in fiscal year 2000, due to continued strength
in key customer industries including semiconductors and telecommunications, and
strong customer demand for new products shipped during the first quarter of the
fiscal year.

ORDERS
Consolidated first quarter fiscal year 2001 orders of $306.9 million increased
$24.2 million or 9% from consolidated orders of $282.7 million for the first
quarter of fiscal year 2000. Growth in orders was the result of a significant
increase in Measurement orders, partially offset by the absence of Video and
Networking orders in the first quarter of the current year, due to the sale of
that division during fiscal year 2000.

Measurement first quarter fiscal year 2001 orders of $306.9 million increased
$63.2 million or 26% from Measurement orders of $243.7 million for the first
quarter of fiscal year 2000. This increase was realized across all geographies
except Europe, which declined 6% due mainly to the negative effects of foreign
currency exchange during the quarter and the timing of orders between the
quarters. The largest increases in orders were realized in the United States and
the Pacific, which grew $34.7 million or 27% to $161.3 million and $15.8 million
or 56% to $44.1 million, respectively. Growth in these regions can be attributed
to customer demand for new products introduced in the quarter, as well as the
continued acceptance of existing products. In addition, the company continues to
benefit from economic recovery in the Pacific region and overall strength in the
semiconductor and telecommunications industries.


                                       14
<PAGE>

GROSS PROFIT
Consolidated gross profit was $145.0 million for the first quarter of fiscal
year 2001, an increase of $20.7 million from $124.3 million for the first
quarter of fiscal year 2000. Gross margin increased to 52.1% for the first
quarter of fiscal year 2001 from 44.3% for the prior year comparable period.

The increase in gross profit of $20.7 million was primarily attributable to
the improvement in gross margin as sales for the first quarter of fiscal year
2001 were relatively consistent with the prior year comparable period. Gross
margin of 44.3% for the prior year comparable period reflected Measurement
gross margin of 48.2%, offset by Video and Networking gross margin of 27.2%.
The increase in Measurement gross margin from 48.2% in the prior year
comparable period to 52.1% in the first quarter of fiscal year 2001 was
primarily the result of a strong mix of higher margin measurement products,
many of which were introduced during fiscal year 2000. Management of the
company does not currently anticipate that these increased margin levels will
be sustainable throughout fiscal year 2001.

OPERATING EXPENSES
Consolidated operating expenses were $108.1 million for the first quarter of
fiscal year 2001, as compared with $136.5 million for the same quarter a year
ago. First quarter fiscal year 2000 operating expenses included the $26.1
million loss on the sale of the Video and Networking division as well as the
general operating expenses for that division.

Measurement operating expenses were $108.1 million for the current quarter, an
increase of $20.5 million from measurement expenses of $87.6 million in the
first quarter of fiscal year 2000. Research and development expenses increased
$6.5 million to $33.8 million in the first quarter of fiscal year 2001, however
as a percentage of sales, those expenses remained relatively constant at
approximately 12% in both the current and prior year comparable quarter.
Selling, general and administrative expenses were $73.9 million or approximately
27% of net sales in the current quarter as compared with $60.0 million or 26% of
net sales for the first quarter of fiscal year 2000. The increased level of
expense was due primarily to reverse economies-of-scale associated with the
transition to a smaller measurement-focused company, the addition of expenses
for Gage Applied Sciences, Inc. and Maxtek, two subsidiary companies that were
acquired subsequent to the first quarter of fiscal year 2000, and higher
incentive-related accruals.

NON-OPERATING INCOME AND EXPENSE
Interest income was $14.3 million for the first quarter of fiscal year 2001 as
compared with $0.3 million in the quarter ended a year ago. The increase in
interest income is a result of interest earned on a portion of the proceeds from
the sale of the Color Printing and Imaging division. Interest expense for the
same periods decreased from $4.5 million to $3.4 million as a result of a
reduction in the balance of short-term debt.

Other income (expense) decreased from income of $0.6 million for the first
quarter of fiscal year 2000 to expense of $5.5 million for the first quarter of
fiscal year 2001. The expense in the current quarter is primarily the result of
a write-down of marketable equity securities, losses on the disposals of assets
and foreign currency losses.

                               FINANCIAL CONDITION

CHANGE IN FINANCIAL CONDITION
Cash and cash equivalents decreased $144.3 million from year-end due mainly to
the investment of an additional $103.5 million in short-term instruments over
year-end and the repurchase of approximately 0.8 million shares for $47.9
million during the quarter. Cash flows from operating activities and borrowing
capacity are expected to be sufficient to fund operations and capital
expenditures through May 2002.

Short-term investments were funded with a portion of the cash proceeds from the
sale of the Color Printing and Imaging division, which were invested in various
types of current investments with maturities greater than 90 days and less than
one year. Short-term investments increased $103.5 million during the first
quarter of fiscal year 2001, due to additional cash funding.


                                       15
<PAGE>

Inventory increased $9.1 million from year-end, with significant increases in
materials and work in process and finished goods. Materials and work in process
increased $3.8 million as a result of higher stock levels due to increasing
lead-times for parts, the industry-wide threat of parts shortages and the
related increase in the cost for those parts. Finished goods inventory increased
approximately $6.3 million mainly as a result of increases in inventory levels
and demo inventories to support the sales of new products.

Other current assets decreased $8.4 million due mainly to a $1.2 million overall
reduction in the level of general prepaid expenses and the use of approximately
$8.1 million in current income tax benefits during the quarter. These decreases
were offset by a $0.5 million increase in current foreign income tax benefits, a
$0.5 million increase in accrued gains on forward foreign exchange contracts and
other non-material increases to miscellaneous current assets.

Net property, plant and equipment decreased $8.2 million to $180.4 million at
the end of the first quarter of fiscal year 2001. The decrease was due mainly to
$6.9 million of net disposals, including $2.0 million of disposals related to
the restructuring plan and $10.0 million in depreciation expense for the
quarter. These decreases were offset by approximately $8.5 million in capital
expenditures during the quarter.

Other long-term assets increased $22.5 million over year-end. This significant
increase is due primarily to the $24.7 million increase in net holding gains on
the company's marketable equity securities resulting from significant increases
in the fair value of that stock during the quarter.

Accrued compensation decreased $35.8 million from year-end. This significant
decrease was due primarily to the payment of fiscal year 2000
performance-related incentives, the reduction of the general payroll accrual due
to the timing of the quarter-end and the reversal of certain
restructuring-related severance accruals. These decreases were partially offset
by the accrual for first quarter fiscal year 2001 performance-related
incentives.

The $7.5 million increase in shareholders' equity is due mainly to $27.4 million
in net earnings for the quarter, $16.4 million in options exercised and a $12.5
million increase in Accumulated other comprehensive income due mainly to
increased unrealized holding gains and increased unrealized currency losses,
offset by $47.9 million related to share repurchases during the quarter.

LIQUIDITY AND CAPITAL RESOURCES
At August 26, 2000, the company held $742.9 million in cash and cash equivalents
and short-term investments, as well as bank credit facilities totaling $272.3
million, of which $267.4 million was unused. Unused facilities included $117.4
million in miscellaneous lines of credit and $150.0 million under revolving
credit agreements with United States and foreign banks.

At August 26, 2000, the company's working capital was $786.3 million, an
increase of $4.4 million from the end of fiscal year 2000. Current assets
decreased $37.3 million during the first quarter of fiscal year 2001, with
decreases in cash and cash equivalents and other current assets, offset in part
by increases in short-term investments and inventory. Current liabilities
decreased $41.7 million during the quarter, primarily due to the $35.8 million
decline in accrued compensation.

                        RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities." The statement will require recognition of
all derivatives as either assets or liabilities on the balance sheet at fair
value. The statement is effective for the company's fiscal year 2002, as
deferred by SFAS No. 137, but early adoption is permitted. Management has not
yet completed an evaluation of the effects this standard will have on the
company's consolidated financial statements.


                                       16
<PAGE>

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin (SAB) No. 101, "Revenue Recognition in Financial Statements." The
effective date of the bulletin was delayed according to SAB No. 101A and SAB No.
101B and will be effective for the company's fourth quarter of fiscal year 2001.
Management has not yet completed an evaluation of the effects this bulletin will
have on the company's consolidated financial statements.

                           FORWARD-LOOKING STATEMENTS

Statements and information included in this report that relate to future results
and events (including new products) are based on the company's current
expectations. Words such as "may," "could," "expects," "believes," "forecasts,"
"plans," "estimates," "intends" and "anticipates" constitute forward-looking
statements subject to a number of risk factors, assumptions and uncertainties
that could cause actual results to differ materially from those currently
expected or desired. These risks are related to, but are not limited to, timely
delivery of competitive products, competition, supplier risks, worldwide
economic and market conditions, the transition to a smaller company,
comparability of results, intellectual property risks, environmental risks,
financial market risk and other risk factors listed here and from time-to-time
in the company's filings with the Securities and Exchange Commission and press
releases.

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

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

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


                                       17
<PAGE>

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 parts in some product lines
as a result of strong demand in the industry for those parts. Such constraints,
if persistent, may adversely affect operating results until alternate sourcing
can be developed. Volatility in the prices of these component parts, an
inability to secure enough components at reasonable prices to build new products
in a timely manner in the quantities and configurations demanded or, conversely,
a temporary oversupply of these parts, could adversely affect the company's
future operating results.

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

TRANSITION TO A SMALLER COMPANY
Tektronix is in the process of transitioning from a portfolio of businesses to a
company focused solely on the test, measurement and monitoring market. During
fiscal year 2000, Tektronix divested itself of two of its three previously
existing business divisions, Video and Networking and Color Printing and
Imaging. Risks associated with these divestitures and the overall transition
include the retention of some potential liabilities and other exposures related
to a larger more diversified business, and the ability to successfully implement
the strategic direction and restructuring actions announced in fiscal 1999 and
2000, including consolidating duplicative functions and re-sizing the existing
cost structure to that of a smaller company. Failure to successfully resolve
issues related to this transition in a timely manner could adversely affect the
company's future results of operations, balance sheet or cash flows.

COMPARABILITY OF RESULTS
During 1999, the company was subject to the effects of the Asian economic crisis
and its impact on the entire global economy, which resulted in
lower-than-expected sales, orders, margins and growth for the company in that
year. During 2000, the global economy improved resulting in favorable
comparisons to 1999. Although management expects continued strong growth through
fiscal year 2001, it does not expect growth of the magnitude experienced in 2000
on an on-going basis. These and other factors inherent to the company's
business, including the effects of estimates, assumptions and allocations used
in the preparation of stand-alone Measurement financial statements on the
comparability of reported figures and the reliability of ratios and trends
calculated based upon these results make it difficult to predict operating
results for future quarters.


                                       18
<PAGE>

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

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

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

The company may make other forward-looking statements from time to time.
Forward-looking statements speak only as of the date made. The company
undertakes no obligation to publicly release the result of any revisions to
forward-looking statements which may be made to reflect subsequent events or
circumstances or to reflect the occurrence of unanticipated events.


                                       19
<PAGE>

PART II. OTHER INFORMATION

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

At August 26, 2000, the company's debt obligations had fixed interest rates. In
management's opinion, a 10% change in interest rates would not be material to
the company's results of operations, balance sheet or cash flows.

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

The company is exposed to foreign currency exchange rate risk primarily through
transactions and commitments denominated in foreign currencies. The company
utilizes natural hedges as well as derivative financial instruments, primarily
forward foreign currency exchange contracts, to mitigate this risk. The
company's policy is to only enter into derivative transactions when the company
has an identifiable exposure to risk, thus not creating additional foreign
currency exchange rate risk. In management's opinion, a 10% adverse change in
foreign currency exchange rates would not have a significant effect on the
company's results of operations, balance sheet or cash flows.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the company's annual meeting of shareholders on September 21, 2000, the
shareholders voted on the election of four directors to the company's board of
directors. Gerry B. Cameron, Jerome J. Meyer, and Ralph V. Whitworth were
elected to serve three-year terms ending at the 2003 annual meeting of
shareholders, and Richard H. Wills was elected to serve a one-year term ending
at the 2001 annual meeting of shareholders. The voting for each director was as
follows: 38,877,480 shares voted for Gerry B. Cameron, and 3,504,103 withheld;
38,803,027 shares voted for Jerome J. Meyer, and 3,578,556 withheld; 38,860,128
shares voted for Ralph V. Whitworth, and 3,521,455 withheld; and 38,881,972
shares voted for Richard H. Wills, and 3,499,611 withheld. The term of office of
the company's other directors continued after the 2000 annual meeting of
shareholders, as follows: David N. Campbell and Merrill A. McPeak until the 2001
annual meeting of shareholders; and Pauline Lo Alker, A. Gary Ames, Paul C. Ely,
Jr., and Frank C. Gill until the 2002 annual meeting of shareholders.

At the meeting, the shareholders also approved the company's 2000 Employee Stock
Purchase Plan (the "Plan"). The number of shares voted for approval of the Plan
was 42,154,299, the number voted against approval was 102,667, the number
abstaining was 124,617 and there were zero (0) broker non-votes. A copy of the
Plan is filed herewith as an exhibit.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits:

                   (3)  (ii) Bylaws, as amended.

                  (27)   (i) Financial Data Schedule.

         (b) Reports on Form 8-K

             Tektronix filed a report on Form 8-K on June 28, 2000 with respect
             to a new shareholder rights agreement (reported under Item 5 of
             Form 8-K).


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<PAGE>

SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

October 6, 2000                        TEKTRONIX, INC.



                                       By   COLIN L. SLADE
                                          ------------------------------
                                       Colin Slade

                                       Vice President and

                                       Chief Financial Officer



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<PAGE>

EXHIBIT INDEX

             Exhibit No.   Exhibit Description
             -----------   -------------------
              (3)  (ii)    Bylaws, as amended.

              (27) (i)     Financial Data Schedule.