8-K

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)
December 15, 2005

TEKTRONIX, INC.

(Exact name of registrant as specified in its charter)

OREGON	001-04837	93-0343990
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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

No Change
(Former name or former address, if changed since last report.)

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

Item 2.02. Results of Operations and Financial Condition.

On December 15, 2005 Tektronix, Inc. reported its results of operations for the second fiscal quarter ended November 26, 2005. A copy of the press release issued by Tektronix announcing the results of operations referred to above is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of Tektronix, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits.
	(99.1)	Press release of Tektronix, Inc. dated December 15, 2005, announcing financial results for the second fiscal quarter ended
		November 26, 2005.

SIGNATURES

     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 hereunto duly authorized.

Date: December 15, 2005

TEKTRONIX, INC.
By:	/s/ COLIN L. SLADE
	Colin L. Slade
	Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of Tektronix, Inc. dated December 15, 2005, announcing financial results for the second fiscal quarter ended November 26, 2005.

EX-99.1

Exhibit 99.1

For Immediate Release	Media Contact:	Alisha Goff
		503/627-7075
		alisha.goff@tektronix.com
	Analyst Contact:	Paul Oldham
		503/627-4027
		paul.r.oldham@tektronix.com

Tektronix Reports Results for the
Second Quarter of Fiscal 2006

BEAVERTON, Ore., Dec. 15, 2005 — Tektronix, Inc. (NYSE: TEK) today reported net sales of $253.4 million and net earnings from continuing operations of $19.9 million or $0.24 per share for the second quarter ended November 26, 2005. This compares with net sales of $266.8 million and a net loss from continuing operations of $2.6 million or $0.03 per share for the same period last year. Excluding acquisition-related costs, business realignment costs and one-time items, net earnings from continuing operations were $25.8 million or $0.31 per share for the second quarter ended November 26, 2005, as compared with $34.5 million or $0.39 per share for the same period last year.

“Overall, we are very encouraged by our results in the second quarter,” said Rick Wills, Tektronix Chairman and CEO. “Business levels firmed considerably during the quarter and we saw modest year-over-year growth in orders. The improvement in our markets at the end of last quarter continued during the second quarter. Our communications products, as well as our video products, each had double-digit order growth in the second quarter. Orders for general purpose products were down slightly from last year but were up significantly from the first quarter.”

“Our two newer product categories — signal sources and real-time spectrum analyzers —continued to grow rapidly with over 50% year-over-year growth in the quarter, demonstrating our ability to penetrate targeted new market segments which is a key element of our growth strategy. And, we made excellent progress on our wave of new products set to introduce in the third quarter and over the next several quarters,” said Wills.

For the third quarter of fiscal 2006, the company expects net sales to be approximately $255 — $265 million. Earnings per share from continuing operations are expected to be between $0.30 and $0.34 before mostly non-cash acquisition-related costs, business realignment costs, and one-time items.

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Tektronix Second Quarter 2006 Results.../2

“We continue to be encouraged by the recent strengthening of the market. We are very excited about the success of our recently introduced products as well as the major new products we expect to introduce this quarter and in the coming quarters,” concluded Wills.

Recent highlights include the following:

• The acquisition of Vqual Ltd, a leading provider of software tools for analysis, test and optimization of compressed digital media, based in Bristol, UK. The acquisition will enable Tektronix to offer its customers a complete suite of in-house compressed video analysis products.

• The selection by VIA Technologies of high-speed digital systems analysis tools from Tektronix to develop digital products based upon serial data standards such as second generation PCI-Express and SATA III.

• The selection by Framestore CFC, Europe’s largest visual effects and computer animation studio, of Tektronix’ WFM700 High Definition Waveform Monitors.

• The integration of Tektronix’ Unified Assurance solution for IP networks with Psytechnics’ Speech IP Monitor to provide customers with industry-leading network management and service management capabilities for IP networks.

• The receipt of the Innovation Award in the Test and Measurement category for the TDS6000 family of digital storage oscilloscopes, the first award of its kind from EDN China.

And the introduction of several new products and capabilities including:

• A PC-based protocol analysis platform which facilitates deployment of triple play services through flexible and scalable protocol testing and analysis. The NSA18 provides portable troubleshooting and optimization of 3G UMTS networks.

• New software utilities for validating Ultra Wideband and WiMedia applications which extend the debug and analysis capabilities of the TDS6000 oscilloscopes to include real-time analysis of Ultra Wideband RF and electrical signals.

• Software for the market-leading Spectra diagnostics product line which helps carriers ensure interoperability between legacy and VoIP signaling technologies and validate equipment performance across converged networks.

• Intelligent Application Services for mobile network operators to its Unified Assurance offering – a solution which provides the ability to analyze, detect and correct improper configuration of subscriber handsets to improve service levels.

In addition, today Tektronix declared a quarterly cash dividend of $0.06 per share on the outstanding common shares of the Company, payable on January 23, 2006 to shareholders of record as of the close of market on January 6, 2006.

Tektronix will be discussing its second quarter results and future guidance on a conference call today, beginning at 1:30 p.m. Pacific Standard Time (PST). A live Webcast of the conference call will be available at www.tektronix.com/ir. A replay of the Webcast will be available at the same Web site for one year.

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Tektronix Second Quarter 2006 Results.../3

In addition, Tektronix will hold an investor event on January 12, 2006 at the company’s facilities near Dallas, Texas featuring the company’s communications network management and diagnostics business.

Tektronix presents pro forma measures of net earnings and net earnings per share from continuing operations that exclude the effects of acquisition-related costs, business realignment costs and one-time items. The “Reconciliation of Pro Forma Measures to GAAP” reconciles the results of operations in accordance with generally accepted accounting principles (GAAP) to the pro forma results of operations. Tektronix presents pro forma results of operations to help readers differentiate the results of ongoing operating activity from results that include acquisition-related costs, business realignment costs and one-time items. Management of Tektronix uses these pro forma measures to evaluate the Company’s results of operations and for forecasting purposes.

Statements and information in this press release that relate to future events or results (including the Company’s statements and expectations regarding sales and earnings per share, market position and market growth opportunities, and the introduction of new products) are based on the Company’s current expectations. They constitute forward-looking statements subject to a number of risk factors, which could cause actual results to differ materially from those currently expected or desired. Those factors include: worldwide geopolitical and economic conditions; current and future business conditions in the electronics, communications, computer and advanced technologies industries; changes in order rates and customer cancellations, including changes in seasonal buying habits; competitive factors, including pricing pressures, loss of key employees, technological developments and new products offered by competitors; changes in product and sales mix, and the related effects on gross margins; customer acceptance of large orders with delayed acceptance criteria; the Company’s ability to deliver a timely flow of competitive new products, and market acceptance of these products; the availability of parts and supplies from third-party suppliers on a timely basis and at reasonable prices; risks associated with compliance with the “Restriction of Hazardous Substances” worldwide regulatory provisions, including the associated conversion of current and future product designs and manufacturing processes to procure and/or produce lead-free products, and with export regulations; inventory risks due to changes in market demand or the Company’s business strategies; changes in effective tax rates; currency fluctuations; and the ability to develop effective sales channels. Further information on factors that could cause actual results to differ from those anticipated is included in filings made by the Company from time-to-time with the Securities and Exchange Commission, including but not limited to annual reports on Form 10-K and the quarterly reports on Form 10-Q.

About Tektronix
Tektronix, Inc. is a test, measurement, and monitoring company providing measurement solutions to the communications, computer, and semiconductor industries worldwide. With more than 55 years of experience, Tektronix enables its customers to design, build, deploy, and manage next-generation global communications networks and advanced technologies. Headquartered in Beaverton, Oregon, Tektronix has operations in 19 countries worldwide. Tektronix’ Web address is www.tektronix.com.

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Tektronix Second Quarter 2006 Results.../4

Consolidated Statements of Operations

	Quarter Ended						Two Quarters Ended
	November 26,			November 27,			November 26,			November 27,
(In thousands, except per share amounts)	2005			2004			2005			2004
Net sales	$	253,396		$	266,828		$	488,456		$	517,293
Cost of sales		101,171			106,505			200,274			208,451
Gross profit		152,225			160,323			288,182			308,842
Research and development expenses		45,673			41,878			89,278			75,457
Selling, general and administrative expenses		73,103			76,320			141,668			141,386
Business realignment costs		1,880			244			4,361			2,283
Acquisition related costs and amortization		2,095			34,941			5,531			35,728
Loss (gain) on disposition of assets, net		23			57			27			(1,834	)
Operating income		29,451			6,883			47,317			55,822
Interest income		2,888			3,904			5,980			9,366
Interest expense		(146	)		(335	)		(243	)		(418	)
Other non-operating expense, net		(1,993	)		(1,067	)		(2,979	)		(3,291	)
Earnings before taxes		30,200			9,385			50,075			61,479
Income tax expense		10,322			11,964			16,029			27,592
Net earnings (loss) from continuing operations		19,878			(2,579	)		34,046			33,887
Gain (loss) from discontinued operations, net of income taxes		17			(255	)		(65	)		(313	)
Net earnings (loss)	$	19,895		$	(2,834	)	$	33,981		$	33,574
Earnings (loss) per share:
Continuing operations — basic	$	0.24		$	(0.03	)	$	0.41		$	0.40
Continuing operations — diluted	$	0.24		$	(0.03	)	$	0.40		$	0.39
Discontinued operations — basic	$	—		$	—		$	—		$	—
Discontinued operations — diluted	$	—		$	—		$	—		$	—
Net earnings — basic	$	0.24		$	(0.03	)	$	0.41		$	0.39
Net earnings — diluted	$	0.24		$	(0.03	)	$	0.40		$	0.39
Weighted average shares outstanding:
Basic		82,833			87,020			83,718			85,401
Diluted		83,584			87,020			84,438			86,949
Cash dividend declared per share	$	0.06		$	0.06		$	0.12		$	0.10

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Tektronix Second Quarter 2006 Results.../5

Consolidated Balance Sheets

(In thousands)	November 26, 2005			May 28, 2005
ASSETS
Current assets:
Cash and cash equivalents	$	136,015		$	131,640
Short-term marketable investments		96,808			120,881
Trade accounts receivable, net		162,418			155,332
Inventories		130,088			131,096
Other current assets		74,835			80,177
Total current assets		600,164			619,126
Property, plant and equipment, net		124,110			120,546
Long-term marketable investments		130,681			226,892
Deferred tax assets		51,742			56,560
Goodwill, net		301,954			301,934
Other long-term assets		127,171			135,285
Total assets	$	1,335,822		$	1,460,343
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	116,338		$	115,058
Accrued compensation		61,484			78,938
Deferred revenue		59,319			57,509
Total current liabilities		237,141			251,505
Long-term liabilities		180,473			223,015
Shareholders’ equity:
Common stock		492,896			501,886
Retained earnings		591,557			639,720
Accumulated other comprehensive loss		(166,245	)		(155,783	)
Total shareholders’ equity		918,208			985,823
Total liabilities and shareholders’ equity	$	1,335,822		$	1,460,343
Shares outstanding		81,833			85,144

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Tektronix Second Quarter 2006 Results.../6
Selected Additional Financial Data

				Quarter Ended									Two Quarters Ended
(Dollars in thousands,	%			November 26,			November 27,			%			November 26,			November 27,
except per share amounts)	Growth			2005			2004			Growth			2005			2004
Product Orders and Sales Data:
Orders		2	%	$	240,765		$	235,618			7	%	$	471,199		$	439,906
U.S.		(0	%)		85,111			85,404			8	%		161,539			149,655
International		4	%		155,654			150,214			7	%		309,660			290,251
Total — excluding Rohde and Schwarz & Inet		(0	%)		212,928			213,851			(5	%)		398,541			418,231
Net Sales		(5	%)	$	253,396		$	266,828			(6	%)	$	488,456		$	517,293
U.S.		(12	%)		92,079			104,205			(16	%)		176,482			209,969
International		(1	%)		161,317			162,623			2	%		311,974			307,324
Total — excluding Rohde and Schwarz & Inet		(11	%)		217,953			244,349			(11	%)		421,218			473,616
Book to Bill Ratio Calculation:
Product Orders				$	240,765		$	235,618					$	471,199		$	439,906
Product Sales				$	238,383		$	245,600					$	460,218		$	477,100
Book to Bill ratio					1.01			0.96						1.02			0.92
Reconciliation of Pro Forma Measures to GAAP:
Net earnings from continuing operations — GAAP				$	19,878		$	(2,579	)				$	34,046		$	33,887
Effect of :
Acquisition related items reported in cost of sales					4,703			4,635						9,815			4,635
Acquisition related items reported in operating expenses					2,095			34,941						5,531			35,728
Business realignment costs					1,880			244						4,361			2,283
Gain on sale of Nevada City property					—			—						—			(2,161	)
Tax effect of above items					(2,769	)		(2,778	)					(6,712	)		(2,978	)
Net earnings from continuing operations — Pro Forma				$	25,787		$	34,463					$	47,041		$	71,394
Diluted earnings per share — Pro Forma				$	0.31		$	0.39					$	0.56		$	0.82
Income Statement Items as a Percentage of Net Sales:
Cost of sales					40	%		40	%					41	%		40	%
Research and development expenses					18	%		16	%					18	%		15	%
Selling, general and administrative expenses					29	%		29	%					29	%		27	%
Business realignment costs					1	%		0	%					1	%		0	%
Acquisition related costs and amortization					1	%		13	%					1	%		7	%
Loss (gain) on disposition of assets, net					0	%		0	%					0	%		(0	%)
Operating income					12	%		3	%					10	%		11	%
Capital Expenditures and Depreciation:
Capital expenditures				$	9,889		$	6,998					$	18,633		$	14,504
Depreciation and amortization expense				$	6,931		$	7,200					$	13,937		$	13,878

	Quarter Ended			Year Ended
	November 26, 2005			May 28, 2005
Balance Sheet:
Cash and Marketable Investments:
Cash and cash equivalents	$	136,015		$	131,640
Short-term marketable investments		96,808			120,881
Long-term marketable investments		130,681			226,892
Cash and Marketable Investments	$	363,504		$	479,413
Accounts receivable as a percentage of net sales		15.7	%		13.9	%
Days sales outstanding		58.3			54.7
Countback days sales outstanding		49.7			51.8
Inventory as a percentage of net sales		12.9	%		11.3	%
Inventory turns		3.1			3.6

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Tektronix Second Quarter 2006 Results.../7

Discontinued Operations

	Quarter Ended						Two Quarters Ended
	November 26,			November 27,			November 26,			November 27,
(In thousands)	2005			2004			2005			2004
Loss on sale of VideoTele.com (less applicable income tax benefit of $1, $8, $1 and $9)	$	(2	)	$	(14	)	$	(3	)	$	(15	)
Loss on sale of optical parametric test business (less applicable income tax benefit of $76, $45, $112 and $85)		(140	)		(86	)		(208	)		(158	)
Gain (loss) on sale of Gage (less applicable income tax benefit (expense) of ($86), $83, ($80) and $75)		159			(155	)		148			(140	)
Loss on sale of Color Printing and Imaging (less applicable income tax benefit of $0, $0, $1 and $0)		—			—			(2	)		—
Gain (loss) from discontinued operations, net of income taxes	$	17		$	(255	)	$	(65	)	$	(313	)

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Tektronix Second Quarter 2006 Results.../8
Reconciliation of Pro Forma Measures to GAAP

	Quarter Ended												Quarter Ended
(In thousands, except per share amounts)	November 26, 2005												November 27, 2004
				Adjustments												Adjustments
	GAAP			Inet			Other			Pro Forma			GAAP			Inet			Other			Pro Forma
Net sales	$	253,396			—			—		$	253,396		$	266,828			—			—		$	266,828
Cost of sales		101,171			(4,624	)		(79	)(A)		96,468			106,505			(4,635	)		—	(A)		101,870
Gross profit		152,225			4,624			79			156,928			160,323			4,635			—			164,958
Gross margin		60.1	%								61.9	%		60.1	%								61.8	%
Research and development expenses		45,673			—			—			45,673			41,878			—			—			41,878
Selling, general and administrative expenses		73,103			—			—			73,103			76,320			—			—			76,320
Business realignment costs		1,880			—			(1,880	)		—			244			—			(244	)		—
Acquisition related costs:
Write-off of IPR&D		—			—			—			—			32,195			(32,195	)		—			—
Amortization of acquired intangible assets		1,293			(1,280	)		(13	)		—			846			(846	)		—			—
Amortization of stock option compensation		84			(84	)		—			—			204			(204	)		—			—
Transition expenses		718			(733	)		15			—			1,696			(972	)		(724	)		—
Total acquisition related costs		2,095			(2,097	)		2			—			34,941			(34,217	)		(724	)		—
Loss (gain) on disposition of assets		23			—			—			23			57			—			—			57
Operating income		29,451			6,721			1,957			38,129			6,883			38,852			968			46,703
Operating margin		11.6	%								15.0	%		2.6	%								17.5	%
Other income, net		749			—						749			2,502									2,502
Earnings before taxes		30,200			6,721			1,957			38,878			9,385			38,852			968			49,205
Income tax expense		10,322			2,279			490			13,091			11,964			2,509			269			14,742
Net earnings (loss) from continuing operations	$	19,878			4,442			1,467		$	25,787		$	(2,579	)		36,343			699		$	34,463
Earnings (loss) per share — diluted	$	0.24								$	0.31		$	(0.03	)							$	0.39
Weighted average shares outstanding — diluted		83,584									83,584			87,020									88,570

	Two Quarters Ended												Two Quarters Ended
	November 26, 2005												November 27, 2004
				Adjustments												Adjustments
	GAAP			Inet			Other			Pro Forma			GAAP			Inet			Other			Pro Forma
Net sales	$	488,456			—			—		$	488,456		$	517,293			—			—		$	517,293
Cost of sales		200,274			(9,697	)		(118	)(A)		190,459			208,451			(4,635	)		—	(A)		203,816
Gross profit		288,182			9,697			118			297,997			308,842			4,635			—			313,477
Gross margin		59.0	%								61.0	%		59.7	%								60.6	%
Research and development expenses		89,278			—			—			89,278			75,457			—			—			75,457
Selling, general and administrative expenses		141,668			—			—			141,668			141,386			—			—			141,386
Business realignment costs		4,361			—			(4,361	)		—			2,283			—			(2,283	)		—
Acquisition related costs:
Write-off of IPR&D		365			—			(365	)		—			32,195			(32,195	)		—			—
Amortization of acquired intangible assets		2,577			(2,559	)		(18	)		—			846			(846	)		—			—
Amortization of stock option compensation		174			(174	)		—			—			204			(204	)		—			—
Transition expenses		2,415			(1,763	)		(652	)		—			2,483			(972	)		(1,511	)		—
Total acquisition related costs		5,531			(4,496	)		(1,035	)		—			35,728			(34,217	)		(1,511	)		—
Loss (gain) on disposition of assets		27			—			—			27			(1,834	)		—			2,161	(B)		327
Operating income		47,317			14,193			5,514			67,024			55,822			38,852			1,633			96,307
Operating margin		9.7	%								13.7	%		10.8	%								18.6	%
Other income, net		2,758			—			—			2,758			5,657			—			—			5,657
Earnings before taxes		50,075			14,193			5,514			69,782			61,479			38,852			1,633			101,964
Income tax expense		16,029			5,135			1,577			22,741			27,592			2,509			469			30,570
Net earnings from continuing operations	$	34,046			9,058			3,937		$	47,041		$	33,887			36,343			1,164		$	71,394
Earnings per share — diluted	$	0.40								$	0.56		$	0.39								$	0.82
Weighted average shares outstanding — diluted		84,438									84,438			86,949									86,949

(A)	Amortization of acquired intangible assets and non-cash expense for Inet inventory step up adjustment to fair value
(B)	Gain on sale of Nevada City property

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