8-K

UNTED 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): September 20, 2007

TEKTRONIX, INC.

(Exact name of registrant as specified in its charter)

OREGON
(State or other jurisdiction
of incorporation) 001-04837
(Commission
File Number) 93-0343990
(IRS Employer
Identification No.)

14200 SW Karl Braun Drive
Beaverton, Oregon
(Address of principal executive offices) 97077
(Zip Code)

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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))

Item 2.02. Results of Operations and Financial Condition.

On September 20, 2007, Tektronix, Inc. reported its results of operations for the first fiscal quarter ended September 1, 2007. 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 September 20, 2007, announcing financial results for the first fiscal quarter ended September 1, 2007.

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: September 20, 2007

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 September 20, 2007, announcing financial results for the first fiscal quarter ended September 1, 2007.

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
First Quarter of Fiscal 2008

Sales Growth Fuels Strong Earnings and Cash Flow

BEAVERTON, Ore., September 20, 2007 — Tektronix, Inc. (NYSE: TEK) today reported net sales of $291.5 million and net earnings from continuing operations of $20.1 million or $0.26 per share for the first quarter ended September 1, 2007. This compares with net sales of $268.1 million and net earnings from continuing operations of $20.1 million or $0.24 per share for the same period last year. Excluding acquisition-related costs, business realignment costs, and share-based compensation expense, net earnings from continuing operations were $30.5 million or $0.40 per share for the first quarter as compared with $29.2 million or $0.35 per share for the same period last year.

“Sales were up 9% over last year resulting in strong earnings and cash flow,” said Rick Wills, Tektronix Chairman and CEO. “Orders were down 5%, primarily due to a decline in our Japan region which was impacted by our order policy changes and some economic uncertainty. In addition, we saw continued market softness for network diagnostic communications products. These factors were partially offset by growth in other geographies and by improvement in orders for our network management products.”

Instruments business orders were down 7%, with modest growth in all geographies except Japan. “We saw continued good demand for oscilloscopes driven by new products, with particular strength in value oscilloscopes. Sales were up 14% as we delivered against the new product backlog built last year,” continued Wills.

Orders in the Communications business were flat year-over-year with strong growth in network management products offset by a decline in network diagnostic products. “Although we continue to see the ongoing impact of both the market consolidation and slow operator spending

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Tektronix First Quarter 2008 Results.../2

for network diagnostic products, we are encouraged by signs of strengthening in the market for our network management products,” said Wills. “Communications business sales declined 5% on a difficult comparison to last year but were up sequentially from the fourth quarter.”

Looking forward, we believe this will be our low point for orders for the year and subsequent quarters should show good improvement. We expect this improvement will be driven in our Instruments business by strong new products already introduced and those that we expect to introduce in the next several quarters. In our Communications business, we believe order improvement will be driven by growing strength in demand for network management products. In addition we expect to have completed the Japan order booking policy change which had a negative impact in the first quarter.

During the quarter we issued $345 million of convertible debt, and repurchased $164 million — or nearly five million shares — of common stock reflecting our commitment to optimize our capital structure, reduce our cost of capital and improve earnings per share through our share repurchase program.

Second Quarter Guidance
For the second quarter of fiscal 2008, the company expects net sales to be approximately $270 - $280 million. Earnings per share from continuing operations are expected to be between $0.38 and $0.42 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:

• Tektronix Ultra-Wideband Software (Tektronix UWB) for the ultra performance DPO/DSA70000 oscilloscopes. The expanded capabilities include real-time analysis of Ultra-Wideband RF and electrical signals to support the test and measurement requirements of digital RF applications such as ultra-wideband communications, ultra-wideband radar and high-speed serial data.

• RFXpress™, a new software package that performs RF/IF/IQ waveform creation and editing of digitally modulated signals for AWG5000 and AWG7000 arbitrary waveform generators. This new package simplifies debug and conformance test and improves productivity with a user interface that makes creation and management of general purpose digital RF waveforms far more intuitive when testing emerging digital RF applications.

• Unified Assurance for Converged Networks, a next-generation service assurance platform that addresses the service assurance performance monitoring and management needs of multi-technology, multi-service fixed and wireless network operators. The new platform provides end-to-end service level views for all user sessions across multiple access and core network technologies.

• Enhancements to the GeoProbe Network Assurance solution, part of the industry-leading Unified Assurance suite of applications for management of next generation converged networks. The enhancements enable network operators to monitor new mobile interfaces for IP converged networks, building on the extensive capability of the GeoProbe platform to perform real-time, multi-protocol, cross-architecture performance monitoring.

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Key customer wins, including:

• Allion Test Labs Inc., a leading IT testing organization headquartered in Taiwan, selected Tektronix for its new high-speed serial test bench consisting of high performance real-time oscilloscopes and arbitrary waveform generators for SATA II compliance testing.

• Rai Way, the owner and operator of Italian public broadcaster RAI Group’s broadcasting division, installed Tektronix MTM400 MPEG Transport Stream Monitors in numerous locations to monitor transport stream quality in its digital terrestrial television network.

• London’s “Glassworks,” one of the largest visual effects and computer animation studios in Europe, installed dual-link capabilities in its telecine suite using Tektronix’ WVR7120 waveform rasterizer. The flagship rasterizer will be used to quickly detect, isolate, and diagnose multi-format video quality problems in the transfer of motion picture film into electronic form.

• SaskTel, the leading full-service communications provider in Saskatchewan, Canada deployed GeoProbe Network Assurance solution to monitor TDM, VoIP and mobile voice and messaging applications throughout its network.

Several product awards, including:

• Tektronix’ DPO/DSA72004 Ultra-High Performance Oscilloscope received the ‘Electron d’Or’ award and was voted Best Test and Measurement Product of the Year 2007 in the test and measurement category as chosen by a jury of industry experts, in conjunction with the editors of Electronique, the leading French electronics monthly magazine.

• Tektronix’ RSA6114A Real-Time Spectrum Analyzer was awarded the 2007 Canadian Technical Security Conference Award by the Professional Development TSCM Group Inc. for significant industry contribution, research and engineering design.

In addition,

• Tektronix issued $345 million of five-year, senior convertible notes at a 1.625% interest rate and $34.57 issue price. In addition, Tektronix purchased a bond hedge and issued warrants to increase the conversion premium from 15% to 42.5%. In connection with the debt issuance, the Board of Directors increased the share repurchase authorization by an additional $350 million. Tektronix spent $164 million during the quarter to repurchase approximately 4.8 million shares.

• China Electronics Standardization Institution (CESI) partnered with Tektronix to set up a joint lab for advanced research and assessment of digital RF and digital TV standards in China, key drivers of the new digital world. The new lab will be a key research facility for the development of China’s new DTV and digital RF standards.

• Tektronix announced it will develop an automated Compliance Test Suite for high-speed serial standards using test management software from National Instruments. The combination of Tektronix instruments and the open nature of NI TestStand software gives customers a platform to rapidly characterize new products and bring them to market faster.

• Neil Huddlestone was named President of Tektronix China. Huddlestone is the senior executive responsible for Tektronix business in China and will lead the senior management team in China with specific responsibility for sales and business development in the country. Huddlestone is based at the company’s regional headquarters in Shanghai.

Tektronix also today declared a quarterly cash dividend of $.06 per share on the outstanding common shares of the Company, payable on October 29, 2007 to shareholders of record as of the close of market on October 5, 2007.

Tektronix will be discussing its first quarter results and future guidance on a conference call today, beginning at 1:30 p.m. Pacific. 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.

In addition, Tektronix will hold its Annual Meeting of Shareholders on Thursday, September 27, 2007, at 10:00 a.m. Pacific at the company’s headquarters in Beaverton, Oregon.

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Tektronix presents non-GAAP measures of net earnings and net earnings per share from continuing operations that exclude the effects of acquisition-related costs, business realignment costs, share-based compensation and one-time items. The “Reconciliation of GAAP to Non-GAAP Results” reconciles net earnings in accordance with generally accepted accounting principles (GAAP) to the non-GAAP net earnings. Tektronix presents non-GAAP net earnings to help readers differentiate the results of ongoing activity from results that include acquisition-related costs, business realignment costs, share-based compensation 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 comparison with other technology companies, guidance for non-GAAP net earnings excludes the effects of share-based compensation under FAS123R. Management of Tektronix uses these non-GAAP measures to evaluate the Company’s results of operations and for forecasting purposes, as well as to compensate employees.

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, orders, markets, market position and market growth opportunities, strategic direction 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 and timing of large orders, as well as the application of a global order booking policy; 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; risks related to our information technology systems; 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 is a leading supplier of test, measurement, and monitoring products, solutions and services for the communications, computer, and semiconductor industries — as well as military/aerospace, consumer electronics, education and a broad range of other industries worldwide. With 60 years of experience, Tektronix enables its customers to design, build, deploy, and manage next-generation global communications networks, advanced and pervasive technologies. Headquartered in Beaverton, Oregon, Tektronix has operations in 19 countries worldwide. Tektronix’ Web address is www.tektronix.com.

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Tektronix First Quarter 2008 Results.../5

Consolidated Statements of Operations

	Quarter Ended
	September 1,			August 26,
(In thousands, except per share amounts)	2007			2006
Net sales	$	291,494		$	268,113
Cost of sales		124,559			104,763
Gross profit		166,935			163,350
Research and development expenses		49,163			50,869
Selling, general and administrative expenses		86,518			79,873
Business realignment costs		1,057			2,596
Acquisition related costs and amortization		1,720			1,471
Loss on disposition of assets, net		3			554
Operating income		28,474			27,987
Interest income		5,533			4,670
Interest expense		(1,415	)		(99	)
Other non-operating expense, net		(1,102	)		(1,011	)
Earnings before taxes		31,490			31,547
Income tax expense		11,434			11,434
Net earnings from continuing operations		20,056			20,113
Gain from discontinued operations, net of income taxes		20			7
Net earnings	$	20,076		$	20,120
Earnings per share:
Continuing operations — basic	$	0.27		$	0.25
Continuing operations — diluted	$	0.26		$	0.24
Discontinued operations — basic	$	—		$	—
Discontinued operations — diluted	$	—		$	—
Net earnings — basic	$	0.27		$	0.25
Net earnings — diluted	$	0.26		$	0.24
Weighted average shares outstanding:
Basic		75,237			82,074
Diluted		77,078			83,542
Cash dividend declared per share	$	0.06		$	0.06

Note: The first quarter of fiscal year 2008 includes an extra week to accommodate our fiscal calendar.

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Consolidated Balance Sheets

(In thousands)	September 1, 2007			May 26, 2007
ASSETS
Current assets:
Cash and cash equivalents	$	453,986		$	95,887
Short-term marketable investments		26,903			87,873
Trade accounts receivable, net		156,261			188,070
Inventories		166,716			176,267
Other current assets		69,011			71,743
Total current assets		872,877			619,840
Property, plant and equipment, net		128,955			129,914
Long-term marketable investments		91,583			174,307
Deferred tax assets		43,818			21,464
Goodwill, net		329,045			326,468
Pension asset		34,050			32,115
Other long-term assets		113,911			105,190
Total assets	$	1,614,239		$	1,409,298
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	91,608		$	134,349
Accrued compensation		61,560			75,761
Deferred revenue		88,203			89,340
Total current liabilities		241,371			299,450
Convertible notes		345,000			—
Pension and postretirement benefit liabilities		71,043			70,103
Long-term liabilities		72,056			49,899
Shareholders’ equity:
Common stock		546,415			539,799
Retained earnings		426,204			545,399
Accumulated other comprehensive loss		(87,850	)		(95,352	)
Total shareholders’ equity		884,769			989,846
Total liabilities and shareholders’ equity	$	1,614,239		$	1,409,298
Shares outstanding		75,062			78,488

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Selected Additional Financial Data

	Quarter Ended
	%			September 1,			August 26,
(In thousands, except per share amounts)	Growth			2007			2006
Orders Data:
Orders		(5	%)	$	241,809		$	255,399
U.S.		4	%		99,723			96,194
International		(11	%)		142,086			159,205
Instruments Business		(7	%)		184,840			198,279
Communications Business		(0	%)		56,969			57,120
Sales Data:
Net Sales		9	%	$	291,494		$	268,113
U.S.		28	%		125,620			97,979
International		(3	%)		165,874			170,134
Instruments Business		14	%		225,340			198,212
Communications Business		(5	%)		66,154			69,901
Reconciliation of GAAP to Non-GAAP Results:
Net earnings — GAAP				$	20,076		$	20,120
Discontinued operations, net of income taxes					(20	)		(7	)
Net earnings from continuing operations					20,056			20,113
Business realignment costs					1,057			2,596
Acquisition related costs					7,415			7,444
Shared based compensation costs					7,322			4,201
Tax effect of above items					(5,372	)		(5,119	)
Net earnings — non-GAAP				$	30,478		$	29,235
Diluted EPS — non-GAAP				$	0.40		$	0.35
Income Statement Items as a Percentage of Net Sales:
Cost of sales					43	%		39	%
Research and development expenses					17	%		19	%
Selling, general and administrative expenses					30	%		30	%
Business realignment costs					0	%		1	%
Acquisition related costs and amortization					1	%		1	%
Loss on disposition of assets, net					0	%		0	%
Operating income					10	%		10	%
Capital Expenditures and Depreciation:
Capital expenditures				$	4,668		$	6,124
Depreciation and amortization expense				$	7,363		$	7,297

Balance Sheet and Cash Flow:	Quarter Ended			Quarter Ended
	September 1,			May 26,
	2007			2007
Cash and Marketable Investments:
Cash and cash equivalents	$	453,986		$	95,887
Short-term marketable investments		26,903			87,873
Long-term marketable investments		91,583			174,307
Cash and Marketable Investments	$	572,472		$	358,067
Cash Flow from Operations	$	45,765		$	43,279
Accounts receivable as a percentage of net sales		15.6	%		15.1	%
Days sales outstanding		52.5			57.3
Countback days sales outstanding		46.5			46.8
Inventory as a percentage of net sales		15.5	%		14.4	%
Inventory turns		2.7			2.7

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