8-K

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): June 22, 2006

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.)

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

On June 22, 2006, Tektronix, Inc. reported its results of operations for the fourth fiscal quarter ended May 27, 2006. 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 June 22, 2006, announcing financial results for the fourth fiscal quarter ended May 27, 2006.

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:   June 22, 2006

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 June 22, 2006, announcing financial results for the fourth fiscal quarter ended May 27, 2006.

EX-99.1

For Immediate Release

Exhibit 99.1

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
Fourth Quarter and Full Year of Fiscal 2006

Excellent Results Reflect Success of New Product Introductions and
Strength in Telecommunications

BEAVERTON, Ore., Jun. 22, 2006 — Tektronix, Inc. (NYSE: TEK) today reported net sales of $289.3 million and net earnings from continuing operations of $31.9 million or $0.37 per share for the fourth quarter ended May 27, 2006. This compares with net sales of $261.0 million and net earnings from continuing operations of $21.6 million or $0.25 per share for the same period last year. Excluding acquisition-related costs, business realignment and one-time items, net earnings from continuing operations were $36.4 million or $0.43 per share for the fourth quarter as compared with $27.4 million or $0.31 per share for the same period last year.

“This was an excellent quarter for us. Orders, sales and earnings were at the highest level we’ve seen this fiscal year reflecting the success of our new products and our continued ability to win in a strong telecommunications market,” said Rick Wills, Tektronix Chairman and CEO.

“Orders in the fourth quarter grew over 21% as compared to the same quarter last year, and all regions showed double-digit orders growth,” continued Wills. “Instruments business orders grew 7% driven by success from new product introductions. Within the Instruments business, orders for our general purpose test products grew 11% offset modestly by video products. Communications business orders grew a record 65% this quarter with large wins in all regions. We continue to see success with our very strong product offerings aimed at next-generation networks.”

“During the quarter, we continued to introduce award winning products. We announced a family of new multi-format video waveform monitors which enable migration to high-definition video. We also introduced Cerify, the first automated system for testing file-based compressed digital video content. This product won the Pick Hit Award from Broadcast Engineering magazine at the

-more-

Tektronix Fourth Quarter 2006 Results.../2

National Association of Broadcasters show,” Wills continued. “And, just after the close of the quarter, we announced that the DPO7000 oscilloscopes that we introduced last quarter won the Ultimate Product Award from EE Times and eeProductCenter for leading performance and innovation.”

Full Year Results

For the fiscal year ended May 27, 2006, Tektronix reported net sales of $1.040 billion and net earnings from continuing operations of $90.9 million or $1.08 per share. This compares with net sales of $1.035 billion and net earnings from continuing operations of $78.9 million or $0.89 per share for the prior fiscal year. Excluding acquisition-related costs, business realignment costs and one-time items, net earnings from continuing operations were $114.6 million or $1.36 per share for the fiscal year, as compared with $126.9 million or $1.44 per share for the prior fiscal year.

“The fiscal year started slowly, with our first quarter reflecting market softness. However, every subsequent quarter showed sequential growth in orders, sales and earnings. Orders for the fiscal year were the strongest we’ve seen in five years. We saw strong double-digit orders growth from both of our new product areas – with signal sources and spectrum analyzers growing approximately 30% each. And, our Communications business finished strong with 54% orders growth for the year.”

“Looking forward, we remain confident in our strategy. We had a significant number of major new product introductions last year and are planning an even greater number this year. In addition, we continue to be optimistic about our ability to capitalize on the significant investment being made by network operators in next-generation telecommunications networks,” concluded Wills.

First Quarter Guidance

For the first quarter of fiscal 2007, the company expects net sales to be approximately $255 - $265 million. Earnings per share from continuing operations are expected to be between $0.31 and $0.34 before mostly non-cash acquisition-related costs, business realignment costs, one-time items and share-based compensation expense.

Recent highlights include the following:

New product introductions, including:

• A new family of multi-format video waveform monitors that offer customers the widest range of product configurations and upgrades, and industry-first capabilities that enable the seamless migration from composite video configurations to complete HD/SD/composite solutions.

• Cerify, the world’s first fully-automated system capable of verifying the quality of file-based, compressed digital video and audio prior to transmission or use, ensuring higher levels of end-customer viewing satisfaction. Tektronix also announced the availability of integrated content storage and quality control using Tektronix Cerify and Omneon media servers to provide customers with a QC system that interoperates seamlessly within the broadcast chain.

-more-

Tektronix Fourth Quarter 2006 Results.../3

• The addition of the RF Scout Interference Hunter to the NetTek portfolio, an industry-first handheld platform that provides all of the tools necessary to hunt for RF interference and check signal quality both in-building and outdoors for wireless network optimization.

• The introduction of RSAVu offline-analysis software that enables customers to acquire signals using their Tektronix Real-Time Spectrum Analyzer (RSA) and then analyze the captured data in an off-line PC. The PC-based RSAVu software can provide the same analysis capabilities that exist on the RSA.

• A joint effort between Tektronix and TZero, the only IC supplier that enables broadcast quality video over wireless networks, to establish a gold standard for ultra wideband testing.

Customer wins announced during the quarter, including:

• Sony’s adoption of Tektronix’ Real-Time Spectrum Analyzers for measuring and analyzing RFID communication conditions between contactless wireless cards equipped with Sony FeliCa IC card technology which will be used as a form of e-money.

• China’s Chung Huang University Engineering College’s choice of Tektronix’ AFG3000 arbitrary/function generators for deployment across four labs to facilitate the delivery of courses including electronics, microprocessor, VLSI and FPGA, and to assist students in their research projects.

• Danish Broadcasting Corporation’s installation of Tektronix’ video equipment to provide cost-effective and easy-to-use monitoring solutions for advanced HD/SD testing for use in their new broadcast center.

• Vodafone Germany’s purchase of products from Tektronix’ Unified Assurance suite for its network-wide, real-time GPRS and UMTS monitoring system which provides end-to-end network and service monitoring independent of network infrastructure and underlying technologies.

• Vodafone Italia’s decision to deploy Tektronix’ Unified Assurance solution, including the industry leading GeoProbe, APM and Orion products, to proactively monitor the quantity and quality of data services delivered to its customers roaming abroad and to visitors from other countries who want to access Vodafone Italia’s high-quality data services.

• BellSouth’s decision to deploy the GeoProbe Voice-over-IP (VoIP) monitoring solution from Tektronix’ Unified Assurance suite throughout its IP network. GeoProbe will provide BellSouth with end-to-end performance monitoring that enables rapid troubleshooting as well as identification of service degradations and network problems that may impact VoIP service quality.

Product awards, including:

• The NAB Pick Hit Award from Broadcast Engineering magazine for Tektronix’ Cerify.

• The Ultimate Product 2.4 from the editors and readers of EE Times and eeProductCenter for the DPO7000 family of oscilloscopes. The award was given for leading performance and innovation in the Test & Measurement category.

In addition, today Tektronix declared a quarterly cash dividend of $0.06 per share on the outstanding common shares of the Company, payable on July 24, 2006 to shareholders of record as of the close of market on July 7, 2006.

Tektronix will be discussing its fourth quarter results and future guidance on a conference call today, beginning at 1:30 p.m. Pacific Daylight Time (PDT). 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.

-more-

Tektronix Fourth Quarter 2006 Results.../4

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. Some of these items pertain to events that have not yet occurred and are not possible to ascertain with a reasonable degree of accuracy. Therefore, no reconciliation to GAAP for projected amounts is provided. In addition, in line with common industry practice and in order to enable comparability with other technology companies, guidance for pro forma results of operations excludes the effects of share-based compensation under FAS123R. 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 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 leading test, measurement, and monitoring company providing measurement solutions to the communications, computer, and semiconductor industries worldwide. With over 60 years of experience, Tektronix provides general purpose test and measurement, video test and monitoring and communications network management and diagnostic products that enable 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.

-more-

Tektronix Fourth Quarter 2006 Results.../5

Consolidated Statements of Operations

	Quarter Ended						Fiscal Year Ended
	May 27,			May 28,			May 27,			May 28,
(In thousands, except per share amounts)	2006			2005			2006			2005
Net sales	$	289,309		$	261,029		$	1,039,870		$	1,034,654
Cost of sales		115,151			104,481			418,428			415,878
Gross profit		174,158			156,548			621,442			618,776
Research and development expenses		49,570			44,637			183,414			163,474
Selling, general and administrative expenses		84,329			80,789			302,344			300,925
Business realignment costs		2,304			435			9,847			3,100
Acquisition related costs and amortization		1,618			3,235			8,567			41,553
Gain on disposition of assets, net		(1,514	)		(620	)		(1,433	)		(1,700	)
Operating income		37,851			28,072			118,703			111,424
Interest income		4,224			3,980			13,585			17,144
Interest expense		(144	)		(289	)		(483	)		(820	)
Other non-operating income (expense), net		535			(1,695	)		(3,377	)		(3,564	)
Earnings before taxes		42,466			30,068			128,428			124,184
Income tax expense		10,558			8,495			37,536			45,333
Net earnings from continuing operations		31,908			21,573			90,892			78,851
Gain (loss) from discontinued operations, net of income taxes		(47	)		(372	)		1,463			2,745
Net earnings	$	31,861		$	21,201		$	92,355		$	81,596
Earnings per share:
Continuing operations — basic	$	0.38		$	0.25		$	1.09		$	0.91
Continuing operations — diluted	$	0.37		$	0.25		$	1.08		$	0.89
Discontinued operations — basic	$	—		$	—		$	0.02		$	0.03
Discontinued operations — diluted	$	—		$	—		$	0.02		$	0.03
Net earnings — basic	$	0.38		$	0.24		$	1.11		$	0.94
Net earnings — diluted	$	0.37		$	0.24		$	1.09		$	0.93
Weighted average shares outstanding:
Basic		83,681			87,103			83,323			86,803
Diluted		85,365			87,840			84,381			88,151
Cash dividend declared per share	$	0.06		$	0.06		$	0.24		$	0.22

- more -

Tektronix Fourth Quarter 2006 Results.../6
Reconciliation of Pro Forma Measures to GAAP

	Quarter Ended														Quarter Ended
(In thousands, except per share amounts)	May 27, 2006														May 28, 2005
				Adjustments														Adjustments
	GAAP				Inet			Other				Pro Forma			GAAP				Inet			Other				Pro Forma
Net sales	$	289,309				—			—			$	289,309		$	261,029				—			—			$	261,029
Cost of sales		115,151				(4,624	)		(157	)	(A)		110,370			104,481				(5,557	)		—		(A)		98,924
Gross profit		174,158				4,624			157				178,939			156,548				5,557			—				162,105
Gross margin		60.2	%										61.9	%		60.0	%										62.1	%
Research and development expenses		49,570				—			—				49,570			44,637				—			—				44,637
Selling, general and administrative expenses		84,329				—			—				84,329			80,789				—			—				80,789
Business realignment costs		2,304				—			(2,304	)			—			435				(328	)		(107	)			—
Acquisition related costs:
Write-off of IPR&D		—				—			—				—			—				—			—				—
Amortization of acquired intangible assets		1,309				(1,279	)		(30	)			—			1,280				(1,280	)		—				—
Amortization of stock option compensation		82				(82	)		—				—			274				(274	)		—				—
Transition expenses		227				(131	)		(96	)			—			1,681				(685	)		(996	)			—
Total acquisition related costs		1,618				(1,492	)		(126	)			—			3,235				(2,239	)		(996	)			—
Loss (gain) on disposition of assets		(1,514	)			—			1,635		(B)		121			(620	)			—			—				(620	)
Operating income		37,851				6,116			952				44,919			28,072				8,124			1,103				37,299
Operating margin		13.1	%										15.5	%		10.8	%										14.3	%
Other income, net		4,615				—			—				4,615			1,996				—			—				1,996
Earnings before taxes		42,466				6,116			952				49,534			30,068				8,124			1,103				39,295
Income tax expense		10,558				2,237			291				13,086			8,495				3,099			331				11,925
Net earnings from continuing operations	$	31,908				3,879			661			$	36,448		$	21,573				5,025			772			$	27,370
Earnings per share — diluted	$	0.37										$	0.43		$	0.25										$	0.31
Weighted average shares outstanding — diluted		85,365											85,365			87,840											87,840

	Fiscal Year Ended														Fiscal Year Ended
	May 27, 2006														May 28, 2005
				Adjustments														Adjustments
	GAAP				Inet			Other				Pro Forma			GAAP				Inet			Other				Pro Forma
Net sales	$	1,039,870				—			—			$	1,039,870		$	1,034,654				—			—			$	1,034,654
Cost of sales		418,428				(18,948	)		(432	)	(A)		399,048			415,878				(14,774	)		—		(A)		401,104
Gross profit		621,442				18,948			432				640,822			618,776				14,774			—				633,550
Gross margin		59.8	%										61.6	%		59.8	%										61.2	%
Research and development expenses		183,414				—			—				183,414			163,474				—			—				163,474
Selling, general and administrative expenses		302,344				—			—				302,344			300,925				—			—				300,925
Business realignment costs		9,847				—			(9,847	)			—			3,100				(328	)		(2,772	)			—
Acquisition related costs:
Write-off of IPR&D		365				—			(365	)			—			32,237				(32,237	)		—				—
Amortization of acquired intangible assets		5,194				(5,117	)		(77	)			—			3,414				(3,414	)		—				—
Amortization of stock option compensation		339				(339	)		—				—			785				(785	)		—				—
Transition expenses		2,669				(1,955	)		(714	)			—			5,117				(2,224	)		(2,893	)			—
Total acquisition related costs		8,567				(7,411	)		(1,156	)			—			41,553				(38,660	)		(2,893	)			—
Loss (gain) on disposition of assets		(1,433	)			—			1,635		(B)		202			(1,700	)			—			2,161		(B)		461
Operating income		118,703				26,359			9,800				154,862			111,424				53,762			3,504				168,690
Operating margin		11.4	%										14.9	%		10.8	%										16.3	%
Other income, net		9,725				—			—				9,725			12,760				—			—				12,760
Earnings before taxes		128,428				26,359			9,800				164,587			124,184				53,762			3,504				181,450
Income tax expense		37,536				9,597			2,850				49,983			45,333				8,165			1,052				54,550
Net earnings from continuing operations	$	90,892				16,762			6,950			$	114,604		$	78,851				45,597			2,452			$	126,900
Earnings per share — diluted	$	1.08										$	1.36		$	0.89										$	1.44
Weighted average shares outstanding — diluted		84,381											84,381			88,151											88,151

(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

-more-

Tektronix Fourth Quarter 2006 Results.../7

Consolidated Balance Sheets

(In thousands)	May 27, 2006		May 28, 2005
ASSETS
Current assets:
Cash and cash equivalents	$	215,587	$	131,640
Short-term marketable investments		121,346		120,881
Trade accounts receivable, net		174,599		155,332
Inventories		156,351		131,096
Other current assets		69,002		80,177
Total current assets		736,885		619,126
Property, plant and equipment, net		127,510		120,546
Long-term marketable investments		103,839		226,892
Deferred tax assets		—		56,560
Goodwill, net		307,189		301,934
Pension asset		239,128		868
Other long-term assets		119,539		134,417
Total assets	$	1,634,090	$	1,460,343
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	133,323	$	115,058
Accrued compensation		71,718		78,938
Deferred revenue		66,677		57,509
Total current liabilities		271,718		251,505
Deferred income taxes		65,935		—
Other long-term liabilities		108,868		223,015
Shareholders’ equity:
Common stock		540,718		501,886
Retained earnings		620,465		639,720
Accumulated other comprehensive income (loss)		26,386		(155,783	)
Total shareholders’ equity		1,187,569		985,823
Total liabilities and shareholders’ equity	$	1,634,090	$	1,460,343
Shares outstanding		83,719		85,144

- more -

Tektronix Fourth Quarter 2006 Results.../8
Selected Additional Financial Data

				Quarter Ended									Fiscal Year Ended
	%			May 27,			May 28,			%			May 27,			May 28,
(Dollars in thousands)	Growth			2006			2005			Growth			2006			2005
Product Orders Data:
Orders		21	%	$	307,604		$	253,365			13	%	$	1,066,176		$	945,308
U.S.		19	%		108,333			90,812			12	%		358,988			319,136
International		23	%		199,271			162,553			13	%		707,188			626,172
Instruments Business		7	%		203,472			190,147			1	%		746,512			737,268
Communications Business		65	%		104,132			63,218			54	%		319,664			208,040
Book to Bill Ratio Calculation:
Product Orders				$	307,604		$	253,365					$	1,066,176		$	945,308
Product Sales				$	275,251		$	247,376					$	982,797		$	972,910
Book to Bill ratio					1.12			1.02						1.08			0.97
Income Statement Items as a Percentage of Net Sales:
Cost of sales					40	%		40	%					40	%		40	%
Research and development expenses					17	%		17	%					18	%		16	%
Selling, general and administrative expenses					29	%		31	%					29	%		29	%
Business realignment costs					1	%		0	%					1	%		0	%
Acquisition related costs and amortization					1	%		1	%					1	%		4	%
Gain on disposition of assets, net					(1	%)		0	%					0	%		0	%
Operating income					13	%		11	%					11	%		11	%
Capital Expenditures and Depreciation:
Capital expenditures				$	6,834		$	11,324					$	36,283		$	32,464
Depreciation and amortization expense				$	7,128		$	7,644					$	27,977		$	29,157

Balance Sheet:	Fourth			Third
	Quarter Ended			Quarter Ended			Year Ended
	May 27,			February 25,			May 28,
	2006			2006			2005
Cash and Marketable Investments:
Cash and cash equivalents	$	215,587		$	177,512		$	131,640
Short-term marketable investments		121,346			94,543			120,881
Long-term marketable investments		103,839			115,699			226,892
Cash and Marketable Investments	$	440,772		$	387,754		$	479,413
Accounts receivable as a percentage of net sales		14.3	%		15.4	%		13.9	%
Days sales outstanding		54.9			58.3			54.6
Countback days sales outstanding		46.6			56.7			51.8
Inventory as a percentage of net sales		12.4	%		12.9	%		11.3	%
Inventory turns		3.2			3.0			3.6

-more-

Tektronix Fourth Quarter 2006 Results.../9

Discontinued Operations

	Quarter Ended						Fiscal Year Ended
	May 27,			May 28,			May 27,			May 28,
(In thousands)	2006			2005			2006			2005
Loss on sale of VideoTele.com (less applicable income tax benefit of $0, $1, $1 and $13)	$	—		$	(1	)	$	(3	)	$	(23	)
Gain (loss) on sale of optical parametric test business (less applicable income tax benefit (expense) of $41, $18, ($338) and $113)		(76	)		(36	)		629			(212	)
Gain (loss) on sale of Gage (less applicable income tax benefit (expense) of ($2), $79, ($408) and $182)		3			(144	)		759			(337	)
Gain (loss) on sale of Color Printing and Imaging (less applicable income tax benefit (expense) of ($14), $103, ($42) and ($1,786))		26			(191	)		78			3,317
Gain (loss) from discontinued operations, net of income taxes	$	(47	)	$	(372	)	$	1,463		$	2,745

###