Prepared by MERRILL CORPORATION

OREGON (State or other jurisdiction of incorporation or organization)		93-0343990 (IRS Employer Identification No.)
4200 SW KARL BRAUN DRIVE BEAVERTON, OREGON (Address of principal executive offices)		97077 (Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /x/ No / /

AT DECEMBER 22, 2001 THERE WERE 91,236,989 COMMON SHARES OF TEKTRONIX, INC. OUTSTANDING.
(Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.)

TEKTRONIX, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

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

TEKTRONIX, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

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

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

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

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

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

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

The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. These estimates and assumptions, including those used to record the results of discontinued operations, affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the revenues and expenses reported during the period. Actual results may differ from estimated amounts. 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 in the Company's annual report on Form 10-K for the year ended May 26, 2001.

On January 1, 2000, the Company sold substantially all of the assets of the Color Printing and Imaging division to Xerox Corporation. In the first quarter of fiscal year 2002, the Company settled certain outstanding contingencies related to the sale of this division and recognized a gain from discontinued operations of $0.9 million, net of related income tax expense. As of November 24, 2001, the accrual for estimated liabilities related to the sale was $39.1 million, which is included in Accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheets.

In the second quarter of fiscal year 2001, the Company resolved certain outstanding contingencies related to the sale of the Video and Networking division which occurred in fiscal year 2000. The resolution of these items resulted in a net credit of approximately $1.5 million, which is included in Gain on sale of the Video and Networking division in the Condensed Consolidated Statements of Operations.

On March 15, 2000, the Board of Directors authorized the purchase of up to $545.0 million of the Company's common stock on the open market or through negotiated transactions. During the second quarter of fiscal year 2002, the Company repurchased a total of 0.9 million shares for $15.8 million. During the first two quarters of fiscal year 2002, the Company repurchased a total of 1.1 million shares for $20.6 million. As of November 24, 2001, the Company has repurchased a total of 7.3 million shares at an average price of $25.57 per share totaling $186.7 million under this authorization.

During the first two quarters of fiscal year 2002, the Company incurred $12.4 million of net non-recurring costs including $12.5 million of costs to better align future operating expense levels with reduced sales levels offset by $0.1 million of reserve reversals related to the 2000 Plan which is discussed below.

The $12.5 million of non-recurring costs included $11.4 million of severance related costs for 363 employees and $1.1 million associated with exiting certain foreign operations. As of November 24, 2001, the Company maintained liabilities of $1.7 million related to the severance costs and $0.2 million related to the exit from certain foreign operations discussed above. These actions do not relate to the previously announced 1999 Plan or 2000 Plan.

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

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

Under the 2000 Plan, headcount reductions, net of current and prior period adjustments and reversals, totaled 118 employees. As of November 24, 2001, severance of approximately $7.5 million has been paid to 111 of these employees, with the remaining employees to be paid severance of approximately $0.5 million under contracts extending through fiscal year 2002.

Options to purchase an additional 2,728,738 and 177,250 shares of common stock were outstanding at November 24, 2001 and November 25, 2000, respectively, but were not included in the computation of diluted net earnings per share because their effect would be antidilutive.

Short-term marketable investments held at November 24, 2001 and May 26, 2001 consisted of the following:

Long-term marketable investments held at November 24, 2001 and May 26, 2001 consisted of the following:

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

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

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

Cash flow hedges are hedges of anticipated transactions or of the variability of cash flows to be received or paid related to a recognized asset or liability. The Company purchases foreign exchange options and forward exchange contracts expiring within one year as hedges of anticipated purchases and sales that are denominated in foreign currencies. These contracts are entered into to protect against the risk that the eventual cash flows resulting from such transactions will be adversely affected by changes in exchange rates. As of November 24, 2001, the less than $0.1 million of deferred net losses on derivative instruments accumulated in other comprehensive earnings are expected to be reclassified to earnings during the next twelve months.

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

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

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

In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 142 requires the use of a nonamortization approach to account for purchased goodwill and certain intangibles. Under a nonamortization approach, goodwill and certain intangibles will not be amortized into results of operations, but instead will be reviewed for impairment and written down in the periods in which the recorded value of goodwill and certain intangibles is determined to be greater than its fair value. The Company early adopted the provisions of SFAS No. 142 as of May 27, 2001. This standard only permits prospective application, therefore adoption does not affect previously reported financial information. The principal effect of adopting SFAS No. 142 was the cessation of the amortization of goodwill beginning May 27, 2001. The initial evaluation of impairment of existing goodwill resulted in no impairment at the time of adoption. Goodwill amortization for the two quarters ended November 25, 2000 amounted to approximately $0.6 million net of tax, which would have impacted the reported basic and diluted earnings per share by $0.01 in the quarter and two quarters ended November 25, 2000.

In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations," which addresses financial accounting and reporting for certain obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The provisions of SFAS No. 143 are required to be applied starting with fiscal years beginning after June 15, 2002, however early adoption is encouraged. The Company early adopted the provisions of SFAS No. 143 as of May 27, 2001. As a result of the early adoption of this statement, the Company recorded a liability of $1.5 million for retirement obligations of certain long-lived assets during the second quarter of fiscal year 2002.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." This Statement supersedes FASB Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," and the accounting and reporting provisions of 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," for the disposal of a segment of a business. SFAS No. 144 maintains the method for recording an impairment on assets to be held under SFAS No. 121 and establishes a single accounting model based on the framework established in SFAS No. 121 for long-lived assets to be disposed of by sale. This statement also broadens the presentation of discontinued operations to include more disposal transactions. The provisions of SFAS No. 144 are effective for financial statements issued for fiscal years beginning after December 15, 2001. Management believes the adoption of the provisions of this statement will not have a material effect on the Company's consolidated financial statements.

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

Subsequent to the end of the second quarter of fiscal year 2002, the Company reached an agreement with Sony Corporation ("Sony") whereby Sony/Tektronix Corporation ("Sony/Tektronix") will redeem Sony's 50% interest in the Sony/Tektronix joint venture for 8 billion Yen. The Company currently accounts for its 50% investment in Sony/Tektronix under the equity method. The Company expects the transaction to close on September 30, 2002, subject to certain conditions, at which time the Company will have 100% ownership of Sony/Tektronix. The transaction will be accounted for by the purchase method of accounting and accordingly, beginning on the date of acquisition, the results of operations, financial position and cash flows of Sony/Tektronix will be consolidated in the Company's financial statements.

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

Statements and information included in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this Quarterly Report on Form 10-Q include statements regarding Tektronix' future expectations, intentions, beliefs and strategies regarding the future, including orders, cost reduction efforts in anticipation of the economic downturn, and the acquisition of Sony Corporation's 50% interest in Sony/Tektronix Corporation, which is currently equally owned by Sony Corporation and Tektronix. The Company may make other forward-looking statements from time to time, including in press releases and public conference calls and Webcasts. All forward-looking statements made by Tektronix are based on information available to Tektronix at the time the statements are made, and Tektronix assumes no obligation to update any forward-looking statements. It is important to note that actual results are subject to a number of risks and uncertainties that could cause actual results to differ materially from those included in such forward-looking statements. Some of these risks and uncertainties are discussed below in the Risks and Uncertainties section of this Management's Discussion and Analysis.

On January 1, 2000, the Company sold substantially all of the assets of the Color Printing and Imaging division to Xerox Corporation ("Xerox"). In the first quarter of fiscal year 2002, the Company settled certain outstanding contingencies related to the sale of this division and recognized a gain from discontinued operations of $0.9 million, net of related income tax expense. As of November 24, 2001, the accrual for estimated liabilities related to the sale was $39.1 million, which is included in Accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheets.

Beginning in fiscal year 2001 and continuing into fiscal year 2002, economic conditions have had a negative impact on many markets into which the Company sells products including, but not limited to, mobile handset manufacturing, automated test equipment, optical design and manufacturing, telecommunications and semiconductor design and manufacturing. These conditions adversely impacted the Company during the latter part of fiscal year 2001 as product orders declined and order cancellations remained higher than in the prior year. While orders for the second quarter of fiscal year 2002 increased 13% from the first quarter of fiscal year 2002, orders were down 41% from the second quarter of fiscal year 2001. In response to the reduced level of orders and associated sales, the Company incurred certain non-recurring costs in the first two quarters of fiscal year 2002. Management of the Company is unable to predict the ultimate severity and duration of the recent economic conditions or their ultimate impact on the Company.

Consolidated orders for the second quarter of fiscal year 2002 were $186.7 million, a decrease of $130.5 million or 41% from orders of $317.2 million in the second quarter of fiscal year 2001. Consolidated orders decreased in all geographies, with the United States and Europe experiencing the steepest declines. Orders from the United States were $86.5 million, a decrease of $83.6 million or 49% from second quarter orders in the prior year. Orders from Europe were $46.9 million, a decrease of $17.9 million or 28% from second quarter fiscal year 2001 orders.

Consolidated orders for the first half of fiscal year 2002 were $351.3 million, a decrease of $272.8 million or 44% from orders of $624.1 million in the first half of fiscal year 2001. Consolidated orders decreased in all geographies, with the United States and Europe experiencing the steepest declines. Orders from the United States were $149.1 million, a decrease of $181.8 million or 55% from orders in the first half of the prior year. Orders from Europe were $89.9 million, a decrease of $30.0 million or 25% from orders in the first half of fiscal year 2001.

These declines resulted from the above noted economic downturn that, during the first two quarters of fiscal year 2002, continued to negatively impact many markets into which the Company sells products.

Consolidated net sales of $214.6 million for the second quarter of fiscal year 2002 decreased $110.5 million or 34% from the second quarter fiscal year 2001 net sales of $325.1 million. Consolidated sales declines were experienced in all major geographies, with the United States and the other Americas experiencing the most significant declines. Net sales in the United States were $100.7 million, a decrease of $75.7 million or 43% from net sales for the second quarter of fiscal year 2001. Net sales in the other Americas were $7.2 million, a decrease of $11.0 million or 61% from net sales for the second quarter of the prior year.

Consolidated net sales of $431.2 million for the first two quarters of fiscal year 2002 decreased $172.1 million or 29% from first half fiscal year 2001 net sales of $603.3 million. Consolidated sales declines were experienced in all major geographies, with the United States and Europe experiencing the most significant declines. Net sales in the United States were $219.7 million, a decrease of $97.9 million or 31% from net sales for the first half of fiscal year 2001. Net sales in Europe were $95.6 million, a decrease of $24.2 million or 20% from net sales for the first two quarters of the prior year.

Sales declines can be primarily attributed to the above noted economic downturn and the resulting orders declines. Order declines exceeding sales declines are reflected in a reduction in backlog from $170.3 million at May 26, 2001 to $135.3 million at August 25, 2001 and a further reduction to $116.9 million at November 24, 2001.

Consolidated gross profit was $106.9 million for the quarter ended November 24, 2001, a decrease of 36% from gross profit of $167.5 million for the second quarter of fiscal year 2001. For the first two quarters ended November 24, 2001, consolidated gross profit was $215.2 million, a decrease of 31% from gross profit of $312.5 million for the first two quarters of fiscal year 2001. These decreases were primarily due to lower sales during the first two quarters of fiscal year 2002 as compared with the first two quarters of fiscal year 2001.

Gross margins for the quarter and two quarters ended November 24, 2001 were 50%, a decrease from 52% for the comparable periods of fiscal year 2001. A portion of these decreases in gross margin is attributable to one-time credits included in gross profit in the prior year comparable quarter. The remaining portion of these decreases in gross margin are attributable to certain fixed costs being spread over a lower relative sales base and additions to inventory and warranty reserves in the second quarter of fiscal year 2002.

For the second quarter ended November 24, 2001, operating expenses were $100.7 million, a decrease of $16.4 million from $117.1 million for the second quarter of fiscal year 2001. Operating expenses were $201.4 million for the first half of fiscal year 2002, a decrease of $24.4 million from operating expenses of $225.8 million for the first half of fiscal year 2001.

Selling, general and administrative expenses were $60.8 million or 28% of net sales for the second quarter of fiscal year 2002, a decrease of $18.1 million from $78.9 million or 24% of net sales for the second quarter of the prior year. For the two quarters ended November 24, 2001, selling, general and administrative expenses were $118.0 million or 27% of net sales, a decrease of $34.8 million from expenses of $152.8 million or 25% of net sales for the first two quarters of fiscal year 2001. These decreases in expenses were primarily due to effective cost control measures and the Company's efforts to reduce expenses in line with lower orders and sales. The increases of expenses as a percentage of sales were primarily due to lower sales volumes combined with certain fixed costs.

Research and development expenses were $31.4 million in the quarter ended November 24, 2001, a decrease of $7.7 million from $39.1 million in the same quarter of the prior year. For the first two quarters of fiscal year 2002, research and development expenses were $65.5 million, a decrease of $7.4 million from $72.9 million in the first two quarters of fiscal year 2001. These declines were primarily the result of cost reduction measures. As a percentage of sales, research and development expenses increased to 15% for the first two quarters of fiscal year 2002 from 12% in the same period a year ago due to the lower sales volumes and the Company's continued commitment to the development of new products and technologies.

For the quarter and two quarters ended November 24, 2001, the Company incurred $4.4 million and $12.4 million, respectively, of net non-recurring costs in an effort to better align future operating expense levels with reduced sales levels as discussed above.

Other operating expense, net was $3.4 million and $3.8 million for the quarter and two quarters ended November 24, 2001. These expenses consisted primarily of the impairment of assets no longer in service and costs associated with the future demolition of those assets. Other operating expense, net was $2.3 million and $2.9 million for the quarter and two quarters ended November 25, 2000. These expenses consisted primarily of the impairment of certain assets.

Interest expense was $2.6 million for the quarter ended November 24, 2001, as compared with $3.1 million in the same quarter of the prior year. For the first two quarters of fiscal year 2002, interest expense was $5.3 million as compared with $6.5 million in the first two quarters of fiscal year 2001. The decrease in interest expense is due to a reduction in the average balance of outstanding debt due to the Company's retirement of outstanding long-term debt.

Interest income was $8.5 million in the second quarter of fiscal year 2002 as compared with $13.3 million in the second quarter of fiscal year 2001. For the first two quarters of fiscal year 2002, interest income was $18.6 million, a decrease from $27.5 million in the first two quarters of fiscal year 2001. The decreases in interest income can be primarily attributed to lower returns on investments due to decreased interest rates as compared with the prior year rates of return.

Income tax expense from continuing operations was $4.3 million for the second quarter of fiscal year 2002 and $19.8 million for the second quarter of fiscal year 2001, or 35% of income before taxes in both periods.

Income tax expense from continuing operations was $8.2 million for the first two quarters of fiscal year 2002 and $34.5 million for the first two quarters of fiscal year 2001, or 35% of income before taxes in both periods.

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

The Company recognized consolidated net earnings of $7.9 million or $0.09 per basic and diluted share and net earnings of $16.2 million or $0.18 per basic and diluted share for the quarter and two quarters ended November 24, 2001, respectively. This is compared with net earnings of $36.7 million or $0.39 per basic share and $0.38 per diluted share; and net earnings of $64.1 million or $0.68 per basic share and $0.66 per diluted share for the quarter and two quarters ended November 25, 2000, respectively.

At November 24, 2001, the Company's working capital was $528.9 million, a decrease of $88.8 million from the end of fiscal year 2001. Current assets decreased $140.0 million primarily due to a decrease in short-term marketable investments as the Company has converted more of its investment portfolio to long-term marketable investments. Current liabilities decreased $51.2 million in the first two quarters of fiscal year 2002 as a result of decreases in accounts payable due primarily to a payment to Xerox for settlement of certain liabilities associated with the January 1, 2000 sale of the Color Printing and Imaging division and lower operating expenses during those quarters. Accrued compensation decreased in the first two quarters of fiscal year 2002 due mainly to the payment of incentive compensation earned in the prior year. These decreases were partially offset by a $42.7 million reclassification from Long-term debt to Current portion of long-term debt which reflects the August 2002 maturity of a portion of the Company's debt.

At November 24, 2001, the Company held $732.1 million in cash and cash equivalents and marketable investments, a decrease of $30.8 million from the balance of $762.9 million at May 26, 2001. This decrease is due to the payment of accrued compensation existing at the end of fiscal year 2001, the repurchase of common stock and the payment to Xerox Corporation described above, partially offset by other positive operating cash flow. The Company also maintains bank credit facilities totaling $302.4 million, of which $254.8 million was unused. Unused facilities included $104.8 million in miscellaneous lines of credit and $150.0 million under revolving credit agreements with United States and foreign banks.

Property, plant and equipment, net, decreased $13.9 million to $157.9 million as of November 24, 2001. The decrease was due mainly to $19.2 million of depreciation expense for the first two quarters of fiscal year 2002. This decrease was partially offset by approximately $10.1 million in capital expenditures during the same period.

Cash on hand, cash flows from operating activities and current borrowing capacity are expected to be sufficient to fund operations and capital expenditures through fiscal year 2003.

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

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

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

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

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

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

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, the Company's results of operations, financial position or cash flows could be materially and adversely impacted. 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.

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

Acquisition of Sony Corporation's 50% interest in Sony/Tektronix Corporation is scheduled to be completed in September, 2002. Completion of that transaction is subject to a number of risks, including Tektronix' right to terminate the agreement following a review period; material adverse changes in Sony/Tektronix before the completion date; and approvals by third parties. In addition, forward looking statements related to the impact of this acquisition upon earnings are subject to the performance of Sony/Tektronix before and after the acquisition, and such performance is subject to many of the same risks recited above.

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

Other risk factors 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 is exposed to financial market risks, including interest rate, equity price and foreign currency exchange rate risks.

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

At November 24, 2001 and 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, financial position or cash flows.

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

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

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.

		PAGE NO.
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Condensed Consolidated Balance Sheets (Unaudited)—November 24, 2001 and May 26, 2001	2
	Condensed Consolidated Statements of Operations (Unaudited)—for the Quarter ended November 24, 2001 and the Quarter ended November 25, 2000 and for the Two Quarters ended November 24, 2001 and the Two Quarters ended November 25, 2000	3
	Condensed Consolidated Statements of Cash Flows (Unaudited)—for the Two Quarters ended November 24, 2001 and the Two Quarters ended November 25, 2000	4
	Notes to Condensed Consolidated Financial Statements (Unaudited)	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
PART II.	OTHER INFORMATION
Item 6.	Exhibits and Reports on Form 8-K	23
SIGNATURE		24

				Nov. 24, 2001		May 26, 2001
				(In thousands)
ASSETS
	Current assets:
		Cash and cash equivalents		$	304,144	$	292,429
		Short-term marketable investments			179,474		282,005
		Accounts receivable (net of allowance for doubtful accounts of $5,254 and $4,573, respectively)			97,962		142,977
		Inventories			143,689		149,964
		Other current assets			68,356		66,269

			Total current assets		793,625		933,644
	Property, plant and equipment, net				157,887		171,750
	Long-term marketable investments				248,440		188,484
	Deferred tax assets, net				4,734		3,318
	Other long-term assets				221,230		224,901

			Total assets	$	1,425,916	$	1,522,097

LIABILITIES AND SHAREHOLDERS' EQUITY
	Current liabilities:
		Accounts payable and accrued liabilities		$	153,402	$	205,038
		Accrued compensation			52,095		96,703
		Deferred revenue			16,436		14,208
		Current portion of long-term debt			42,775		—

			Total current liabilities		264,708		315,949
	Long-term debt				81,527		127,840
	Other long-term liabilities				68,203		64,963
	Shareholders' equity:
		Common stock, no par value (authorized 200,000 shares; issued and outstanding 91,188 at November 24, 2001 and 92,077 at May 26, 2001)			227,196		225,003
		Retained earnings			776,757		778,428
		Accumulated other comprehensive income			7,525		9,914

			Total shareholders' equity		1,011,478		1,013,345

			Total liabilities and shareholders' equity	$	1,425,916	$	1,522,097

		Quarter ended						Two quarters ended
		Nov. 24, 2001			Nov. 25, 2000			Nov. 24, 2001			Nov. 25, 2000
		(In thousands except per share amounts)
Net sales		$	214,633		$	325,143		$	431,215		$	603,334
Cost of sales			107,713			157,617			216,057			290,846

	Gross profit		106,920			167,526			215,158			312,488
Research and development expenses			31,377			39,120			65,543			72,933
Selling, general and administrative expenses			60,791			78,883			118,042			152,766
Equity in business ventures' loss (earnings)			623			(1,226	)		1,605			(1,094	)
Non-recurring charges (credits), net			4,444			(567	)		12,372			(252	)
Gain on sale of the Video and Networking division			—			(1,456	)		—			(1,456	)
Other operating expense, net			3,441			2,338			3,831			2,892

	Operating income		6,244			50,434			13,765			86,699
Interest expense			(2,624	)		(3,126	)		(5,314	)		(6,483	)
Interest income			8,530			13,284			18,598			27,534
Other non-operating income (expense), net			48			(4,104	)		(3,582	)		(9,061	)

	Earnings before taxes		12,198			56,488			23,467			98,689
Income tax expense			4,269			19,771			8,213			34,541

	Net earnings from continuing operations		7,929			36,717			15,254			64,148
Discontinued operations:
	Gain on sale of Color Printing and Imaging division (less applicable income tax expense of $504)		—			—			937			—

	Net earnings	$	7,929		$	36,717		$	16,191		$	64,148

Net earnings per share—basic		$	0.09		$	0.39		$	0.18		$	0.68
Net earnings per share—diluted			0.09			0.38			0.18			0.66
Net earnings per share from continuing operations—basic			0.09			0.39			0.17			0.68
Net earnings per share from continuing operations—diluted			0.09			0.38			0.17			0.66
Net earnings per share from discontinued operations—basic and diluted			—			—			0.01			—
Weighted average shares outstanding—basic			91,531			94,646			91,786			95,012
Weighted average shares outstanding—diluted			91,969			96,499			92,437			96,990

			Two quarters ended
			Nov. 24, 2001			Nov. 25, 2000
			(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings			$	16,191		$	64,148
Adjustments to reconcile net earnings to net cash (used in) provided by operating activities:
	Pre-tax gain on the sale of Color Printing and Imaging			(1,441	)		—
	Gain on sale of Video and Networking division			—			(1,456	)
	Pre-tax net non-recurring charges			1,848			(1,056	)
	Depreciation and amortization expense			20,131			21,995
	Asset impairments			3,200			5,861
	Loss on the disposition of fixed assets			631			892
	Loss on the disposition of investments			1,327			—
	Bad debt expense			858			1,653
	Deferred income taxes			3,389			12,519
	Equity in business ventures' loss (earnings)			1,605			(1,094	)
	Changes in operating assets and liabilities:
		Accounts and notes receivable		44,157			(16,229	)
		Inventories		6,275			(16,853	)
		Other current assets		(5,476	)		(810	)
		Accounts payable and accrued liabilities		(50,864	)		(5,455	)
		Accrued compensation		(46,291	)		(4,199	)
		Deferred revenue		2,228			791
		Other long-term assets and liabilities, net		(206	)		(9,757	)

		Net cash (used in) provided by operating activities		(2,438	)		50,950
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment				(10,144	)		(14,313	)
Proceeds from the disposition of fixed assets				929			4,298
Dividend received from business venture				—			8,451
Long-term investments				(59,956	)		—
Short-term investments				102,531			(381,393	)

		Net cash provided by (used in) investing activities		33,360			(382,957	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in short-term debt				30			(378	)
Repayment of long-term debt				(3,568	)		(3,785	)
Proceeds from employee stock plans				4,975			18,160
Repurchase of common stock				(20,644	)		(47,916	)

		Net cash used in financing activities		(19,207	)		(33,919	)

Net increase (decrease) in cash and cash equivalents				11,715			(365,926	)
Cash and cash equivalents at beginning of period				292,429			683,808

Cash and cash equivalents at end of period			$	304,144		$	317,882

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS
Income taxes paid—net			$	6,784		$	15,658
Interest paid				4,772			5,741

	Quarter ended				Two quarters ended
	Nov. 24, 2001		Nov. 25, 2000		Nov. 24, 2001		Nov. 25 2000
	(In thousands except per share amounts)
Net earnings	$	7,929	$	36,717	$	16,191	$	64,148

Weighted average shares used for basic earnings per share		91,531		94,646		91,786		95,012
Effect of dilutive stock options		438		1,853		651		1,978

Weighted average shares used for dilutive earnings per share		91,969		96,499		92,437		96,990

Net earnings per share—basic	$	0.09	$	0.39	$	0.18	$	0.68
Net earnings per share—diluted	$	0.09	$	0.38	$	0.18	$	0.66

	Nov. 24, 2001		May 26, 2001
	(In thousands)
Asset backed and mortgage backed securities	$	67,831	$	69,478
Corporate notes and bonds		63,601		113,497
Agency notes and bonds		24,695		—
Commercial paper		10,526		96,574
US municipal notes and bonds		6,575		—
Auction rate floaters		5,001		—
Money market		1,245		2,456

Short-term marketable investments	$	179,474	$	282,005

	Nov. 24, 2001		May 26, 2001
	(In thousands)
Corporate notes and bonds	$	104,016	$	110,206
Asset backed and mortgage backed securities		93,686		26,805
Agency notes and bonds		50,738		51,473

Long-term marketable investments	$	248,440	$	188,484

	Nov. 24, 2001		May 26, 2001
	(In thousands)
Materials	$	2,321	$	2,544
Work in process		54,393		63,138
Finished goods		86,975		84,282

Inventories	$	143,689	$	149,964

	Nov. 24, 2001			May 26, 2001
	(In thousands)
Land	$	1,656		$	1,656
Buildings		147,145			148,732
Machinery and equipment		265,492			271,232
Accumulated depreciation		(256,406	)		(249,870	)

Property, plant and equipment, net	$	157,887		$	171,750

	Nov. 24, 2001		May 26, 2001
	(In thousands)
Unamortized cost basis of marketable equity securities	$	15,861	$	15,861
Gross unrealized holding gains		9,213		12,913

Fair value of marketable equity securities	$	25,074	$	28,774

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

Balance as of Aug. 25, 2001		4,360			9,396			13,756
Q2 activity		(2,479	)		(3,752	)		(6,231	)

Balance as of Nov. 24, 2001	$	1,881		$	5,644		$	7,525

December 28, 2001		TEKTRONIX, INC.
		By		/s/ COLIN SLADE Colin Slade Senior Vice President and Chief Financial Officer