<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 November 25, 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 DECEMBER 23, 2000 THERE WERE 94,587,752 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>                                                                                <C>
PART I.   FINANCIAL INFORMATION

          Item 1.  Financial Statements:

                   Condensed Consolidated Balance Sheets -                                        2
                     November 25, 2000 and May 27, 2000

                   Condensed Consolidated Statements of Operations -                              3
                     for the Quarter ended November 25, 2000
                     and the Quarter ended November 27, 1999

                     for the Two Quarters ended November 25, 2000
                     and the Two Quarters ended November 27, 1999

                   Condensed Consolidated Statements of Cash Flows -                              4
                     for the Two Quarters ended November 25, 2000
                     and the Two Quarters ended November 27, 1999

                   Notes to Condensed Consolidated Financial Statements                           6

          Item 2.  Management's Discussion and Analysis of Financial                             15
                     Condition and Results of Operations


PART II.  OTHER INFORMATION

          Item 3.  Quantitative and Qualitative Disclosures About Market Risk                    23
          Item 6.  Exhibits and Reports on Form 8-K                                              23

SIGNATURE                                                                                        24
</TABLE>

                                       1



<PAGE>


                        TEKTRONIX, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>


                                                                                  Nov. 25,         May 27,
(In thousands)                                                                        2000            2000
----------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                <C>
ASSETS
     Current assets:
         Cash and cash equivalents                                              $  317,882      $  683,808
         Short-term investments                                                    481,290          99,897
         Accounts and notes receivable, net                                        203,269         188,987
         Inventories, net                                                          129,124         114,001
         Other current assets                                                       12,092          25,364
                                                                                ----------      ----------
              Total current assets                                               1,143,657       1,112,057

     Property, plant and equipment, net                                            171,928         188,544
     Deferred tax assets, net                                                       29,910          30,928
     Other long-term assets                                                        191,920         203,108
                                                                                ----------      ----------
              Total assets                                                      $1,537,415      $1,534,637
                                                                                ==========      ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
     Current liabilities:
         Accounts payable and accrued liabilities                               $  213,234      $  221,767
         Accrued compensation                                                       87,752          95,623
         Deferred revenue                                                           13,120          12,329
         Short-term debt                                                               127             505
                                                                                ----------      ----------
              Total current liabilities                                            314,233         330,224

     Long-term debt                                                                146,584         150,369
     Other long-term liabilities                                                    70,673          76,450

     Shareholders' equity:
         Common stock, no par value (authorized 200,000
              shares; issued and outstanding 94,722 at
              November 25, 2000 and 95,083 at May 27, 2000)                        213,373         198,868
         Retained earnings                                                         773,683         753,796
         Accumulated other comprehensive income                                     18,869          24,930
                                                                                ----------      ----------
              Total shareholders' equity                                         1,005,925         977,594
                                                                                ----------      ----------
              Total liabilities and shareholders' equity                        $1,537,415      $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               Two quarters ended
(In thousands except                              Nov. 25,        Nov. 27,        Nov. 25,        Nov. 27,
per share amounts)                                    2000            1999            2000            1999
----------------------------------------------------------------------------------------------------------
<S>                                          <C>             <C>             <C>             <C>
Net sales                                    $     325,143   $     261,271   $     603,334   $     542,018
Cost of sales                                      157,617         141,274         290,846         297,729
                                              --------------- --------------- --------------- ---------------
     Gross profit                                  167,526         119,997         312,488         244,289
Research and development expenses                   39,120          32,736          72,933          70,943
Selling, general and administrative
     expenses                                       78,883          71,459         152,766         143,335
Equity in business ventures' (earnings) loss        (1,226)             25          (1,094)            343
Non-recurring charges, net                            (567)              -            (252)              -
(Gain) loss on sale of the Video and
     Networking division                            (1,456)              -          (1,456)         26,100
                                              --------------- --------------- --------------- ---------------
     Operating income                               52,772          15,777          89,591           3,568
Interest expense                                    (3,126)         (4,710)         (6,483)         (9,212)
Interest income                                     13,284             803          27,534           1,098
Other (expense) income, net                         (6,442)          1,899         (11,953)          2,492
                                              --------------- --------------- --------------- ---------------
     Earnings (loss) before taxes                   56,488          13,769          98,689          (2,054)
Income tax expense (benefit)                        19,771           4,828          34,541             (78)
                                              --------------- --------------- --------------- ---------------
     Net earnings (loss) from
         continuing operations                      36,717           8,941          64,148          (1,976)

Discontinued operations:
     Net earnings from operations
         of Color Printing and Imaging
         division (less applicable income
         tax expense of $0, 3,667, 0,
         and 4,762, respectively.)                       -           6,245               -           8,680
                                              --------------- --------------- --------------- ---------------
     Net earnings                             $     36,717    $     15,186    $     64,148    $      6,704
                                              =============   ==============  =============   =============

Net earnings per share - basic                $       0.39    $       0.16    $       0.68   $        0.07
Net earnings per share - diluted                      0.38            0.16            0.66            0.07

Net earnings (loss) per share from
     continuing operations - basic                    0.39            0.09            0.68           (0.02)
Net earnings (loss) per share from
     continuing operations - diluted                  0.38            0.09            0.66           (0.02)

Net earnings per share from discontinued
     operations - basic and diluted                      -            0.07               -            0.09

Dividends per share                                      -            0.06               -            0.12

Weighted average shares outstanding
     - basic                                        94,646          94,125          95,012          94,010
Weighted average shares outstanding
      - diluted                                     96,499          95,272          96,990          94,936
</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>

                                                                                     Two quarters ended
                                                                                  Nov. 25,        Nov. 27,
(In thousands)                                                                        2000            1999
----------------------------------------------------------------------------------------------------------
<S>                                                                            <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings                                                                   $    64,148     $     6,704
Adjustments to reconcile net earnings to net cash
     provided by operating activities:
         Earnings from discontinued operations                                           -          (8,680)
         Pre-tax net non-recurring charges                                          (1,056)              -
         (Gain) loss on sale of the Video
              and Networking division                                               (1,456)         26,100
         Depreciation and amortization expense                                      21,995          30,016
         Asset impairments                                                           5,861               -
         Gain on the sale of investments                                                 -            (217)
         Loss (gain) on the disposition of fixed assets                                892          (7,328)
         Bad debt expense                                                            1,653           2,604
         Deferred income taxes                                                      12,519          (3,326)
         Equity in business ventures' (earnings) loss                               (1,094)            343
         Changes in operating assets and liabilities:
              Accounts and notes receivable, net                                   (16,229)         39,738
              Inventories, net                                                     (16,853)        (18,631)
              Other current assets                                                    (810)        (10,308)
              Accounts payable and accrued liabilities                              (5,455)          4,047
              Accrued compensation                                                  (4,199)        (11,721)
              Deferred revenue                                                         791           1,881
              Other, net                                                            (9,757)         (5,200)
                                                                               ------------    ------------
              Net cash provided by operating activities                             50,950          46,022
              Net cash provided by discontinued operations                               -           5,986

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment                                       (14,313)        (22,536)
Net proceeds from the sale of business                                                   -          22,600
Proceeds from the sale of fixed assets                                               4,298          14,848
Proceeds from the sale of investments                                                    -             397
Dividend received from business venture                                              8,451               -
Change in short-term investments                                                  (381,393)              -
                                                                               ------------    ------------
              Net cash (used in) provided by investing activities                 (382,957)         15,309

CASH FLOWS FROM FINANCING ACTIVITIES
Net change in short-term debt                                                         (378)        (36,123)
Repayment of long-term debt                                                         (3,785)           (126)
Issuance of common stock                                                            18,160          12,889
Repurchase of common stock                                                         (47,916)        (14,573)
Dividends                                                                                -         (11,271)
                                                                               ------------    ------------
              Net cash used in financing activities                                (33,919)        (49,204)
                                                                               ------------    ------------
Net (decrease) increase in cash and cash equivalents                              (365,926)         18,113
Cash and cash equivalents at beginning of period                                   683,808          39,747
                                                                               ------------    ------------
Cash and cash equivalents at end of period                                     $   317,882     $    57,860
                                                                               ============    ============
</TABLE>
                                        4
<PAGE>


<TABLE>

<S>                                                                            <C>             <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS
Income taxes paid - net                                                        $    15,658     $     3,999
Interest paid                                                                        5,741           9,554

NON-CASH INVESTING ACTIVITIES
Note receivable for sale of Video and Networking assets                                  -          22,500
Common stock of Grass Valley Group Inc. for sale of Video
     and Networking assets                                                               -           6,300

</TABLE>

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

                                       5


<PAGE>


              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  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 fairly 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. Where necessary, certain adjustments have been made to
prior period amounts to conform to current period presentation. All share and
per share amounts have been restated to reflect a two-for-one stock split
effective October 31, 2000. The company's fiscal year is the 52 or 53 weeks
ending the last Saturday in May. Fiscal years 2001 and 2000 consist of 52 weeks.

2.  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.

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>

                                                                                                       Two
                                                                         Quarter ended      quarters ended
(In thousands except per share amounts)                                  Nov. 27, 1999       Nov. 27, 1999
----------------------------------------------------------------------------------------------------------
<S>                                                                     <C>                 <C>
Net sales                                                               $      189,753       $     345,157
                                                                        ---------------       -------------
Earnings before taxes                                                            9,912              13,442
Income tax expense                                                               3,667               4,762
                                                                        ---------------       -------------
Net earnings from discontinued operations                               $        6,245       $       8,680
                                                                        ===============      ==============
Net earnings per share from discontinued
operations - basic and diluted                                          $         0.07       $        0.09
                                                                        ===============      ==============
</TABLE>


                                       6

<PAGE>


3.  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. (GVG). 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 received, as well as asset impairments incurred as
a result of the sale. The companies closed the transaction on September 24,
1999. 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 GVG,
which was recorded in Other long-term assets and accounted for under the cost
method. 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 GVG entered into a subsequent agreement.
Under this agreement, the company sold to GVG, 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 (Gain) loss on sale of the Video and Networking division on the
Condensed Consolidated Statements of Operations during the third quarter of
fiscal year 2000. In addition, on May 25, 2000, Tektronix sold its 10% equity
interest in GVG to the majority shareholder of that company and received $6.5
million in cash, which approximated book value.

During the second quarter of fiscal year 2001, the company resolved certain
outstanding contingencies related to sale of the Video and Networking division.
These resolved items resulted in a net credit of $1.4 million, which is
included in (Gain) loss on sale of the Video and Networking division on the
Condensed Consolidated Statements of Operations.

4.  REPURCHASE OF COMMON STOCK
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 two quarters of fiscal year 2001, the
company repurchased a total of 1.6 million shares for $47.9 million, under this
program. The company has repurchased a total of 3.0 million shares at an average
price of $27.99 per share totaling $83.0 million, under the program as of
November 25, 2000. The share amounts above have been restated to reflect the
two-for-one stock split effective October 31, 2000.

                                       7


<PAGE>

5.  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 credits on the Condensed Consolidated Statements
of Operations totaled $0.3 million for the two quarters ended November 25, 2000.
The net credits of $0.3 million consisted of a $2.3 million loss on sale of
assets and $2.5 million of adjustments to the existing restructuring plans,
offset by restructuring reserve reversals of $5.1 million. An expanded
discussion of restructuring reserve activity is included below.

Under the 2000 plan, certain assets and related employee severance costs of
Maxtek Components Corporation (Maxtek), a wholly-owned subsidiary of Tektronix,
were included in the restructuring reserve as it was anticipated that they would
be eliminated through closure. 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,
resulting in reversals of accrued compensation of $1.6 million and payables
and other liabilities reserve of $0.2 million. The sale of these assets resulted
in a non-recurring pre-tax loss on sale of assets of $2.3 million.

                                       8

<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                          -           (929)               -         (4,178)
     Cash paid out                                       -         (3,195)               -         (2,837)
     Non-cash disposals or write-offs               (2,018)             -                -              -
                                             -------------   ------------    -------------   ------------
Balance November 25, 2000                    $           -   $     14,826    $           -   $      4,873
                                             =============   ============    =============   ============
</TABLE>


During the first two quarters 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 two quarters of fiscal year 2001, $0.9 million and $4.2 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 $4.2
million of accrued compensation resulted from severance reversals of $2.6
million for 82 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.

                                       9


<PAGE>

Including current and prior period adjustments and reversals, headcount
reduction under the 1999 plan totaled 1,302 employees. As of November 25, 2000,
severance of approximately $41.3 million has been paid to 1,293 of these
employees, with the remaining 9 employees to be paid severance of approximately
$0.2 million under contract through 2002. Under the 2000 plan, headcount
reductions, net of current and prior period adjustments and reversals, totaled
218 employees. As of November 25, 2000, severance of approximately $5.3 million
has been paid to 76 of these employees, with the remaining 142 employees to be
paid severance of approximately $4.7 million through 2002.

6.  EARNINGS PER SHARE

<TABLE>
<CAPTION>

                                                        Quarter ended                Two quarters ended
(In thousands except                              Nov. 25,        Nov. 27,        Nov. 25,        Nov. 27,
per share amounts)                                    2000            1999            2000            1999
----------------------------------------------------------------------------------------------------------
<S>                                          <C>             <C>             <C>             <C>
Net earnings                                 $      36,717   $      15,186   $      64,148   $       6,704
                                              =============   ==============  =============   =============
Weighted average shares used for
     basic earnings per share                       94,646          94,125          95,012          94,010
Effect of dilutive stock options                     1,853           1,147           1,978             926
                                              --------------- --------------- --------------- ------------
Weighted average shares used for
     dilutive earnings per share                    96,499          95,272          96,990          94,936
                                              =============   ==============  =============   =============
Basic net earnings per share                 $        0.39   $        0.16   $        0.68   $        0.07
Diluted net earnings per share               $        0.38   $        0.16   $        0.66   $        0.07

</TABLE>

All share and per share amounts have been restated to reflect a two-for-one
stock split effective October 31, 2000. Options to purchase an additional
177,250 and 1,252,400 shares of common stock were outstanding at November 25,
2000 and November 27, 1999, respectively, but were not included in the
computation of diluted net earnings (loss) per share because their effect would
be antidilutive.

7.  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. Short-term investments
held at November 25, 2000 and May 27, 2000 consisted of:

<TABLE>
<CAPTION>

                                                                                 Nov. 25,          May 27,
(In thousands)                                                                      2000              2000
----------------------------------------------------------------------------------------------------------
<S>                                                                         <C>              <C>
Commercial paper                                                             $     246,901   $      29,353
Corporate notes and bonds                                                          145,454          52,977
Asset backed securities                                                             74,414           7,486
Certificates of deposit                                                             10,441          10,081
Federal agency bonds and notes                                                       4,080               -
                                                                              ------------    ------------
Short-term investments                                                       $     481,290   $      99,897
                                                                             =============   =============
</TABLE>


                                       10



<PAGE>

8.  ACCOUNTS AND NOTES RECEIVABLE
Accounts and notes receivable consisted of:

<TABLE>
<CAPTION>
                                                                                  Nov. 25,         May 27,
(In thousands)                                                                       2000             2000
----------------------------------------------------------------------------------------------------------
<S>                                                                          <C>             <C>
Trade accounts receivable                                                    $     180,167   $     167,677
Notes receivable, current portion                                                   10,909          13,865
Other receivables                                                                   16,223          12,354
Allowance for doubtful accounts                                                     (4,030)         (4,909)
                                                                             -------------   -------------
Accounts and notes receivable, net                                           $     203,269   $     188,987
                                                                             =============   =============
</TABLE>

Notes receivable, current portion at November 25, 2000 and May 27, 2000 included
the current portion of notes and interest receivable due from GVG received as
consideration for the sale of Video and Networking division assets. Other
receivables was comprised of miscellaneous non-trade receivables.

9.  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>

                                                                                  Nov. 25,         May 27,
(In thousands)                                                                        2000            2000
-----------------------------------------------------------------------------------------------------------
<S>                                                                          <C>             <C>
Materials and work in process                                                $      66,876   $      63,580
Finished goods                                                                      80,514          65,601
Inventory reserves                                                                 (18,266)        (15,180)
                                                                             -------------   -------------
Inventories, net                                                             $     129,124   $     114,001
                                                                             =============   =============
</TABLE>


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

<TABLE>
<CAPTION>

                                                                                  Nov. 25,         May 27,
(In thousands)                                                                        2000            2000
----------------------------------------------------------------------------------------------------------
<S>                                                                          <C>             <C>
Land                                                                         $       1,656   $       1,656
Buildings                                                                          152,657         154,466
Machinery and equipment                                                            262,893         274,251
Accumulated depreciation and amortization                                         (245,278)       (241,829)
                                                                             -------------   -------------
Property, plant and equipment, net                                           $     171,928   $     188,544
                                                                             =============   =============
</TABLE>

                                       11


<PAGE>


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

<TABLE>
<CAPTION>

                                                                                  Nov. 25,        May 27,
(In thousands)                                                                        2000           2000
----------------------------------------------------------------------------------------------------------
<S>                                                                          <C>             <C>
Unamortized cost basis of marketable equity securities                       $       4,191   $      6,704
Gross unrealized holding gains                                                       8,978          9,991
Gross unrealized holding losses                                                          -         (1,707)
                                                                             --------------  ------------
Fair value of marketable equity securities                                   $      13,169   $     14,988
                                                                             =============   ============
</TABLE>


12.  COMPREHENSIVE INCOME
Comprehensive income and its components, net of tax, are as follows:

<TABLE>
<CAPTION>

                                                         Quarter ended               Two quarters ended
                                                  Nov. 25,        Nov. 27,        Nov. 25,        Nov. 27,
(In thousands)                                        2000            1999            2000            1999
----------------------------------------------------------------------------------------------------------
<S>                                           <C>           <C>             <C>             <C>
Net earnings                                  $    36,717   $      15,186   $      64,148   $       6,704
Other comprehensive income:
     Currency translation adjustment, net of
         taxes of $(2,775), 3,471, (4,318)
         and 3,438, respectively                   (4,163)          5,207          (6,478)          5,157
     Unrealized gain (loss) on available-for-
         sale securities, net of taxes of
         $(9,600), (40), 305
         and (185), respectively                  (14,435)            (60)            417            (277)
     Reclassification adjustment for
         realized losses, net of taxes of
         $0, 240, 0 and 248, respectively               -             360               -             371
                                              ------------  -------------   -------------   -------------
Total comprehensive income                    $    18,119   $      20,693   $      58,087   $      11,955
                                              ===========   =============   =============   =============
</TABLE>

Accumulated other comprehensive income consisted of the following:

<TABLE>
<CAPTION>

                                                                           Unrealized
                                                                        holding gains          Accumulated
                                                         Foreign          (losses) on                other
                                                        currency       available-for-        comprehensive
(In thousands)                                       translation      sale securities               income
----------------------------------------------------------------------------------------------------------
<S>                                                 <C>                 <C>                  <C>
Balance as of May 27, 2000                          $     19,956        $      4,974         $      24,930
Q1 activity                                               (2,315)             14,852                12,537
                                                    ------------        -------------        -------------
Balance as of Aug. 26, 2000                               17,641              19,826                37,467
Q2 activity                                               (4,163)            (14,435)              (18,598)
                                                    ------------        -------------        -------------
Balance as of Nov. 25, 2000                         $     13,478        $      5,391         $      18,869
                                                    ============        ============         =============
</TABLE>

                                       12


<PAGE>

13.  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 were 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               Two quarters ended
                                                  Nov. 25,        Nov. 27,        Nov. 25,        Nov. 27,
(In thousands)                                        2000            1999            2000            1999
----------------------------------------------------------------------------------------------------------
<S>                                          <C>             <C>             <C>             <C>
Net sales to external customers by division:

Measurement                                  $     325,143   $     253,325   $     603,334   $     481,359
Video and Networking                                     -           7,946               -          60,659
                                              --------------- --------------- --------------- ------------
     Net sales                               $     325,143   $     261,271   $     603,334   $     542,018
                                              --------------- --------------- --------------- ------------

Consolidated net sales to external customers by region:

United States                                $     176,407   $     140,484   $     317,573   $     287,695
Europe                                              61,180          65,133         119,854         137,481
Pacific                                             45,473          29,399          78,002          57,924
Japan                                               23,851          14,746          48,990          35,547
Americas                                            18,232          11,509          38,915          23,371
                                              --------------- --------------- --------------- ------------
     Net sales                               $     325,143   $     261,271   $     603,334   $     542,018
                                              --------------- --------------- --------------- ------------

Measurement net sales to external customers by region:

United States                                $     176,407   $     134,898   $     317,573   $     253,681
Europe                                              61,180          63,259         119,854         119,526
Pacific                                             45,473          29,197          78,002          52,853
Japan                                               23,851          14,587          48,990          34,014
Americas                                            18,232          11,384          38,915          21,285
                                              --------------- --------------- --------------- ------------
     Net sales                               $     325,143   $     253,325   $     603,334   $     481,359
                                              --------------- --------------- --------------- ------------


                                       13

<PAGE>


Operating income (loss):
Measurement                                  $      49,945   $      26,352   $      87,079   $      48,691
Video and Networking                                     -         (10,710)              -         (19,013)
Gain (loss) on sale of
     Video and Networking division                   1,456               -           1,456         (26,100)
Non-recurring charges                                1,371               -           1,056               -
All other                                                -             135               -             (10)
                                              --------------- --------------- --------------- -------------
     Operating income                        $      52,772   $      15,777   $      89,591   $       3,568
                                              --------------- --------------- --------------- -------------
</TABLE>


14.  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 is in the
process of determining the impact of adoption 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 completed an evaluation of the effects of this bulletin and does
not believe that it will have a material effect on the company's consolidated
financial statements.

                                       14

<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 November 25, 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 credits on the Condensed Consolidated Statements
of Operations totaled $0.3 million for the two quarters ended November 25, 2000.
The net credits of $0.3 million consisted of a $2.3 million loss on sale of
assets and $2.5 million of adjustments to the existing restructuring plans,
offset by restructuring reserve reversals of $5.1 million. An expanded
discussion of restructuring reserve activity is included below.

Under the 2000 plan, certain assets and related employee severance costs of
Maxtek Components Corporation (Maxtek), a wholly-owned subsidiary of Tektronix,
were included in the restructuring reserve as it was anticipated that they would
be eliminated through closure. 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
resulting in reversals of accrued compensation of $1.6 million and payables
and other liabilities reserve of $0.2 million. The sale of these assets resulted
in a non-recurring pre-tax loss on sale of assets of $2.3 million.

During the first two quarters 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.

                                       15


<PAGE>

During the first two quarters of fiscal year 2001, $0.9 million and $4.2 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 $4.2
million of accrued compensation resulted from severance reversals of $2.6
million for 82 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 November 25, 2000,
severance of approximately $41.3 million has been paid to 1,293 of these
employees, with the remaining 9 employees to be paid severance of approximately
$0.2 million under contract through 2002. Under the 2000 plan, headcount
reductions net of current and prior period adjustments and reversals, totaled
218 employees. As of November 25, 2000, severance of approximately $5.3 million
has been paid to 76 of these employees, with the remaining 142 employees to be
paid severance of approximately $4.7 million through 2002.


                              RESULTS OF OPERATIONS
Consolidated net earnings for the quarter and two quarters ended November 25,
2000, were $36.7 million and $64.1 million, respectively, as compared with net
earnings of $15.2 million and $6.7 million, for the quarter and two quarters
ended November 27, 1999, respectively. Included in consolidated net earnings for
the quarter and two quarters ended November 27, 1999, were net earnings from
discontinued operations related to the Color Printing and Imaging division of
$6.2 million and $8.7 million, respectively.

NET EARNINGS FROM CONTINUING OPERATIONS
Net earnings from continuing operations were $36.7 million or $0.38 per diluted
share for the second quarter of fiscal year 2001. For the same quarter ended a
year ago, net earnings from continuing operations were $8.9 million or $0.09 per
diluted share.

Net earnings from continuing operations were $64.1 million or $0.66 per diluted
share for the two quarters ended November 25, 2000, as compared with net losses
of $2.0 million or $0.02 per diluted share for the same period in fiscal year
2000. Excluding the $26.1 million loss on the sale of the Video and Networking
division, the company would have had net earnings from continuing operations of
$15.0 million or $0.16 per diluted share for the two quarters ended November 27,
1999.

NET SALES
Consolidated net sales of $325.1 million for the second quarter of fiscal year
2001, increased $63.8 million from consolidated net sales of $261.3 million for
the second quarter of fiscal year 2000. Consolidated net sales were $603.3
million for the first two quarters of fiscal year 2001, as compared with net
sales of $542.0 million for the first two quarters of fiscal year 2000.

                                       16

<PAGE>

Second quarter fiscal year 2001 Measurement net sales of $325.1 million
increased $71.8 million or 28% from Measurement net sales of $253.3 million for
the second quarter of fiscal year 2000, with the largest increases in the United
States and the Pacific. Net sales in these regions increased $41.5 million or
31% and $16.3 million or 56%, respectively. Net sales for the first two quarters
of fiscal year 2001 were $603.3 million, an increase of $121.9 million or 25%
from Measurement net sales of $481.4 million during the first two quarters of
fiscal year 2000. The largest increases in net sales, by region, were realized
in the United States and the Pacific regions with increases of $63.9 million or
25% and $25.1 million or 48%, respectively.

Consolidated and Measurement net sales growth was realized in all geographies
except Europe, which decreased slightly, due primarily to the unfavorable impact
of the decline in the value of the Euro. Increases in all other geographies were
primarily attributable to continued strength in the company's strategic markets
(communications, computer, and internet enabled technologies) and positive
acceptance of both previously existing and newly introduced products.
Additionally, the Pacific region was favorably impacted by continuing recovery
from the economic downturn which affected prior year comparative period results.

ORDERS
Consolidated second quarter fiscal year 2001 orders of $317.2 million increased
$75.6 million or 31% from consolidated orders of $241.6 million for the second
quarter of fiscal year 2000. Consolidated orders for the two quarters ended
November 25, 2000 were $624.1 million, an increase of $99.8 million or 19% from
consolidated orders of $524.3 million for the two quarters ended November 27,
1999.

Measurement orders of $317.2 million for the second quarter of fiscal year 2001,
grew $75.6 million or 31% from orders of $241.6 million in the same quarter in
the prior year. Growth occurred in all geographies with the largest increases in
the United States and the Pacific which grew $47.0 million or 38% and $11.5
million or 34%, respectively, over the prior year comparable period. Measurement
orders of $624.1 million for the first two quarters of fiscal year 2001, grew
$138.8 million or 29% from Measurement orders of $485.3 million for the first
two quarters of fiscal year 2000. Growth was realized in all geographies, with
the largest increases in the United States and the Pacific, which grew $81.7
million or 33% and $27.3 million or 44%, respectively, over the prior year
comparable period. Consolidated and Measurement orders growth was realized in
all geographies and was the result of continued strong demand for existing
products and customer acceptance of new products. Management of the company
expects orders growth to moderate during the second half of the fiscal year.

GROSS PROFIT
Consolidated gross profit was $167.5 million for the second quarter of fiscal
year 2001, an increase of $47.5 million from $120.0 million for the comparable
period in fiscal year 2000. Gross margins for the same periods increased to
51.5% from 45.9%, respectively. Consolidated gross profit was $312.5 million
for the first two quarters of fiscal year 2001, an increase of $68.2 million
from $244.3 million for the comparable period in fiscal year 2000. Gross
margins for the same periods increased to 51.8% from 45.1%, respectively. The
increase in consolidated gross profit is partly attributable to increased
volume as consolidated sales increased to $603.3 million for the first two
quarters of fiscal year 2001 from $542.0 million during the first two quarters
of fiscal year 2000. The remaining increase in gross profit was attributable
to higher gross margin as the prior year comparable period included sales of
the Video and Networking division, which had substantially lower average gross
margins.

                                       17

<PAGE>

Measurement gross profit was $167.5 million for the second quarter of fiscal
year 2001, an increase of $44.7 million from $122.8 million for the prior year
comparable period. Gross margins increased to 51.5% from 48.5% for the same
periods. Measurement gross profit was $312.5 million for the first two quarters
of fiscal year 2001, an increase of $79.7 million from $232.8 million for the
first two quarters of fiscal year 2000. Gross margin increased to 51.8% for the
first two quarters of fiscal year 2001 from 48.4% for the prior year comparable
period.

Growth in Measurement gross profit primarily resulted from a $121.9 million
increase in Measurement sales in the first two quarters of fiscal year 2001 as
compared with the first two quarters of fiscal year 2000. The increase in
Measurement gross margin over the time period was primarily attributable to a
strong mix of Measurement products, many of which were introduced in fiscal
year 2000. Management of the company does not currently anticipate that these
increased margin levels will be fully sustainable for the remainder of fiscal
year 2001.

OPERATING EXPENSES
Consolidated operating expenses were $114.8 million and $222.9 million, for the
quarter and two quarters ended November 25, 2000, respectively, as compared with
$104.2 million and $240.7 million for the quarter and two quarters ended
November 27, 1999, respectively. Operating expenses for the two quarters ended
November 27, 1999, 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 $114.8 million and $222.9 million for the
quarter and two quarters ended November 25, 2000, respectively, increases of
$18.4 million and $38.8 million, respectively, from Measurement operating
expenses of $96.4 million and $184.1 million for the quarter and two quarters
ended November 27, 1999, respectively.

Measurement research and development expenses were $39.1 million for the second
quarter of fiscal year 2001 and $72.9 million for the first two quarters of the
current year, increases of $8.6 million and $15.1 million, respectively, from
research and development expenses of $30.5 million and $57.8 million for the
same periods in the prior year. As a percentage of sales, measurement research
and development expenses have remained relatively constant at 12% in all
periods.

Measurement selling, general and administrative expenses were $78.9 million or
24% of net sales for the second quarter of fiscal year 2001 and $152.8 million
or 25% of net sales for the first two quarters of fiscal year 2001, as compared
with $65.9 million or 26% of net sales for the second quarter of the prior year
and $125.9 million or 26% of net sales for the first two quarters of that year.
The increase in expenses is primarily attributable to the support of higher
sales volume in the current fiscal year and increased infrastructure associated
with operating a standalone test, measurement and monitoring company. The
decrease in Measurement selling, general and administrative expenses as a
percentage of sales from 26% for the second quarter of fiscal year 2000 to 24%
for the second quarter of fiscal year 2001 was attributable to the strong sales
performance experienced during the current quarter.

                                       18


<PAGE>

NON-OPERATING INCOME AND EXPENSE
Interest income was $13.3 million for the second quarter of fiscal year 2001 as
compared with $0.8 million in the same quarter ended a year ago. Year-to-date
second quarter fiscal year 2001 interest income was $27.5 million as compared
with $1.1 million for the same period in the prior year. The increase in
interest income is primarily the result of interest earned on a portion of the
proceeds from the sale of the Color Printing and Imaging division held as cash
and cash equivalents and short-term investments. The company held cash and cash
equivalents and short-term investments of $317.9 million and $481.3 million,
respectively, at November 25, 2000. The balance of cash and cash equivalents was
$57.9 million and the company held no short-term investments at November 27,
1999. Interest expense was $3.1 million and $6.5 million for the quarter and two
quarters ended November 25, 2000, respectively, as compared with $4.7 million
and $9.2 million for the same periods a year ago. The decrease can be attributed
to the reduction in the balance of short-term debt.

Other income (expense), net was $6.4 million and $12.0 million of expense for
the quarter and two quarters ended November 25, 2000, respectively, as compared
with $1.9 million and $2.5 million of income for the comparable periods in the
prior year. The change was primarily attributable to the other than temporary
impairment of certain investments and other assets.

              FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
At November 25, 2000, the company's working capital was $829.4 million, an
increase of $47.6 million from the end of fiscal year 2000 due mainly to $51.0
million cash provided by operations. Current assets increased $31.6 million
during the first two quarters of fiscal year 2001, while current liabilities
decreased $16.0 million over the same period.

At November 25, 2000, the company held $799.2 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.

Cash and cash equivalents decreased $365.9 million from year-end due mainly to
the investment of an additional $381.4 million in short-term instruments over
year-end and the repurchase of approximately 1.6 million shares of the company's
common stock for $47.9 million during the first two quarters of fiscal year
2001, offset by approximately $51.0 million of cash provided by operations.
The share amount above has been restated to reflect the two-for-one stock
split effective October 31, 2000.

Net property, plant and equipment decreased $16.6 million to $171.9 million at
the end of the second quarter of fiscal year 2001. The decrease was due mainly
to $9.7 million of net disposals and $19.9 million in depreciation expense for
the first two quarters of fiscal year 2001. These decreases were offset by
approximately $14.3 million in capital expenditures during the same period.

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

                                       19


<PAGE>

                        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 is in the
process of determining the impact of adoption 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 completed an evaluation of the effects of this bulletin and does
not believe that it will have a material effect 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 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., Acterna
Corporation, LeCroy Corporation and others for customers. Competition in the
company's business is based primarily on product performance, technology,
customer service, product availability and price. Some of the company's
competitors may have greater resources to apply to each of these factors and in
some cases have built significant reputations with the customer base in each
market in which Tektronix competes. The company faces pricing pressures that
have had and may continue to have an adverse impact on the company's earnings.
If the company is unable to compete effectively on these and other factors, it
could have a material adverse effect on the company's results of operations,
balance sheet or cash flows.

                                       20


<PAGE>

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.

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 or in the communications, internet, semiconductor, computer
and electronic markets into which the company's customers sell their products
could affect customer buying decisions. This could adversely affect the
company's results of operations, balance sheet or cash flows. As a portion of
the company's costs are fixed in nature, a future reduction in revenue could
disproportionately affect operating results in a quarter.

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 rates 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.

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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.

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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.

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

At November 25, 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 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits: None

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

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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.

January 5,  2001                            TEKTRONIX, INC.

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

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