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)
June 23, 2005

TEKTRONIX, INC.

(Exact name of registrant as specified in its charter)

OREGON	1-04837	93-0343990
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. 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))

Item 2.02. Results of Operations and Financial Condition.

On June 23, 2005 Tektronix, Inc. reported its results of operations for the fourth fiscal quarter ended May 28, 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.

(c)  Exhibits.

(99.1) Press release of Tektronix, Inc. dated June 23, 2005, announcing financial results for the fourth fiscal quarter ended May 28, 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: June 23, 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 June 23, 2005, announcing financial results for the fourth fiscal quarter ended May 28, 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 Full Year
and Fourth Quarter of Fiscal 2005

Greater than 12% Sales Growth to Over $1 Billion and Pro
Forma Earnings Growth Above 35% for Fiscal Year

BEAVERTON, Ore., June 23, 2005 – Tektronix, Inc. (NYSE: TEK) today reported net sales of $1.035 billion and net earnings from continuing operations of $78.9 million or $0.89 per share for the fiscal year ended May 28, 2005. This compares with net sales of $920.6 million and net earnings from continuing operations of $118.2 million or $1.37 per share for the prior fiscal year. Excluding acquisition-related costs, business realignment and one-time items, net earnings from continuing operations was $126.9 million or $1.44 per share for the fiscal year ended May 28, 2005, as compared with $93.1 million or $1.08 per share for the prior fiscal year. Included in acquisition-related costs for the year ended May 28, 2005 are mostly non-cash expenses related to the acquisition of Inet Technologies, Inc., including the write-off of in-process R&D and amortization of acquisition-related items, and other acquisition-related expenses. Included in acquisition-related credits in the prior fiscal year are a non-cash gain resulting from the settlement of the historical defined benefit pension plan at the company’s subsidiary in Japan and a gain on sale of the headquarters property in Japan.

“This was a great year for Tektronix. Sales exceeded $1 billion and pro forma earnings grew over 35%,” said Rick Wills, Tektronix Chairman and CEO. “The Inet acquisition is yielding much stronger growth than we initially projected. We are excited about the opportunity we see in that business. In addition, the increased investments in engineering in the rest of the business over the last few years have enabled us to make great progress in new product development and contributed to our ability to take market share in several product categories. During the year, we strengthened the management team through internal promotions and external hiring and enhanced the quality and reach of our world-class distribution system.”

For the fourth quarter ended May 28, 2005, Tektronix reported net sales of $261.0 million and net earnings from continuing operations of $21.6 million or $0.25 per share. This compares with net

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Tektronix Fourth Quarter 2005 Results.../2

sales of $257.8 million and net earnings from continuing operations of $26.5 million or $0.31 per share for the same period last year. Excluding acquisition-related costs, business realignment and one-time items, net earnings from continuing operations were $27.4 million or $0.31 per share for the fourth quarter ended May 28, 2005, as compared with $29.1 million or $0.34 per share for the same period last year.

“A strong finish to the quarter enabled us to deliver solid orders and sales above the high end of our revised guidance, despite some mid-quarter softness in demand,” said Wills.

“Although down from last year, the Americas and the Pacific regions had their best quarter of the fiscal year for orders and we continue to see growth in Japan,” continued Wills. “Our two newest product categories are gaining traction with strong growth in the quarter and good progress in new product development.”

For the first quarter of fiscal 2006, the company expects net sales to be approximately $230 — $240 million. Earnings per share from continuing operations are expected to be between $0.20 and $0.26 before mostly non-cash costs related to the acquisition of Inet Technologies and other one-time costs. Assuming stable markets, normal seasonality and the strength of new products in the second half, the company expects the first quarter to represent the low point for the year in terms of both sales and earnings per share.

“As we move into our new fiscal year, the strength of the markets remains a question. We see evidence of softness in some markets and strength in others. However, we remain very encouraged by the progress we are making with respect to our new products. As a result of our significant increase in engineering investments, this should be one of the strongest years for new product introductions, with new product activity expected in all of our product categories,” concluded Wills.

Recent highlights include the following:

•   The TDS6000C, the world’s fastest real-time oscilloscope family, received the Ultimate Product Award from the readers of EE Times and eeProductCenter.

•   The U.S. Air Force awarded Tektronix a five-year requirements contract to supply digital oscilloscopes which will be used in the installation, maintenance and support of an array of electronic equipment and systems ranging from low-end radio systems to highly sophisticated radar and EW systems.

•   The purchase by a number of leading Chinese universities over several years of more than two thousand Tektronix TDS1000 and TDS2000 oscilloscopes which will be used to upgrade the research facilities of their engineering labs.

•   Tektronix announced new oscilloscope software and logic analyzer test solutions to facilitate development and implementation of advanced serial data standards such as Fully

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Tektronix Fourth Quarter 2005 Results.../3

	Buffered DIMM (FB-DIMM) and PCI Express – high speed serial data standards that require robust test and validation.
•	Tektronix introduced several new products to support next-generation video technology including the MTS400 Series Compressed Video Test System which provides the highest performance analysis engine on the market along with real-time Video over IP monitoring, the addition of the VC-1 advanced compression video codec and upgrades to the WVR7100 Rasterizer which add Dolby® E and Dolby® Digital capabilities to meet audio quality demands.
•	The introduction of several significant logic analyzer products including the TLA7012 portable mainframe and TLA7016 benchtop mainframe which work in combination with automated features and an improved user interface. Tektronix also announced that it achieved market share leadership with just over 50% of logic analyzer sales worldwide in 2004.
•	Just after the end of the quarter, Tektronix acquired TDA Systems, a maker of time domain software tools for high speed serial data customers based in Lake Oswego, Oregon. The TDA Systems business will be integrated into Tektronix’ sampling oscilloscope product line.

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 25, 2005 to shareholders of record as of the close of market on July 8, 2005.

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.

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; 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

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Tektronix Fourth Quarter 2005 Results.../4

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; inventory risks due to changes in market demand or the Company’s business strategies; changes in effective tax rates; currency fluctuations; the ability to develop effective sales channels; and risks associated with the integration of Inet Technologies including realization of expected growth opportunities. 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 20 countries worldwide. Tektronix’ Web address is www.tektronix.com.

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Tektronix Fourth Quarter 2005 Results/5

Consolidated Statements of Operations

	Quarter Ended						Fiscal Year Ended
	May 28,			May 29,			May 28,			May 29,
(In thousands, except per share amounts)	2005			2004			2005			2004
Net sales	$	261,029		$	257,755		$	1,034,654		$	920,620
Cost of sales		104,481			106,837			415,878			397,577
Gross profit		156,548			150,918			618,776			523,043
Research and development expenses		44,637			37,109			163,474			130,386
Selling, general and administrative expenses		80,789			77,640			300,925			277,993
Business realignment costs		435			2,715			3,100			22,765
Acquisition related costs (credits), net		3,235			1,374			41,553			(51,025	)
Loss (gain) on disposition of assets, net		(620	)		393			(1,700	)		1,134
Operating income		28,072			31,687			111,424			141,790
Interest income		3,980			5,325			17,144			21,565
Interest expense		(289	)		(227	)		(820	)		(2,208	)
Other non-operating income (expense), net		(1,695	)		(553	)		(3,564	)		6,165
Earnings before taxes		30,068			36,232			124,184			167,312
Income tax expense		8,495			9,763			45,333			49,087
Net earnings from continuing operations		21,573			26,469			78,851			118,225
Gain (loss) from discontinued operations, net of income taxes		(372	)		(350	)		2,745			(2,130	)
Net earnings	$	21,201		$	26,119		$	81,596		$	116,095
Earnings (loss) per share:
Continuing operations — basic	$	0.25		$	0.31		$	0.91		$	1.40
Continuing operations — diluted	$	0.25		$	0.31		$	0.89		$	1.37
Discontinued operations — basic	$	—		$	—		$	0.03		$	(0.03	)
Discontinued operations — diluted	$	—		$	—		$	0.03		$	(0.02	)
Net earnings — basic	$	0.24		$	0.31		$	0.94		$	1.37
Net earnings — diluted	$	0.24		$	0.30		$	0.93		$	1.35
Weighted average shares outstanding:
Basic		87,103			84,707			86,803			84,720
Diluted		87,840			86,277			88,151			86,038
Cash dividend declared per share	$	0.06		$	0.04		$	0.22		$	0.12

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Tektronix Fourth Quarter 2005 Results/6

Consolidated Balance Sheets

(In thousands)	May 28, 2005			May 29, 2004
ASSETS
Current assets:
Cash and cash equivalents	$	131,640		$	149,011
Short-term marketable investments		120,881			90,956
Trade accounts receivable, net		155,332			133,150
Inventories		131,096			102,101
Other current assets		65,832			69,812
Total current assets		604,781			545,030
Property, plant and equipment, net		120,546			105,310
Long-term marketable investments		226,892			463,878
Deferred tax assets		56,821			105,886
Goodwill, net		301,673			79,774
Other long-term assets		135,285			30,825
Total assets	$	1,445,998		$	1,330,703
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	100,713		$	134,048
Accrued compensation		78,938			89,212
Deferred revenue		57,509			25,247
Total current liabilities		237,160			248,507
Long-term liabilities		223,015			211,616
Shareholders’ equity:
Common stock		501,886			257,267
Retained earnings		639,720			748,381
Accumulated other comprehensive loss		(155,783	)		(135,068	)
Total shareholders’ equity		985,823			870,580
Total liabilities and shareholders’ equity	$	1,445,998		$	1,330,703
Shares outstanding		85,144			84,179

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Tektronix Fourth Quarter 2005 Results /7
Selected Additional Financial Data

				Quarter Ended									Fiscal Year Ended
(Dollars in thousands,	%			May 28,			May 29,			%			May 28,			May 29,
except per share amounts)	Growth			2005			2004			Growth			2005			2004
Product Orders and Sales Data:
Orders		(8	)%	$	240,784		$	260,802			1	%	$	921,077		$	907,757
U.S.		(25	)%		89,199			118,158			(16	)%		312,661			374,094
International		6	%		151,585			142,644			14	%		608,416			533,663
Total — excluding Rohde and Schwarz & Inet		(5	)%		214,326			224,885			4	%		840,432			811,581
Net Sales		1	%	$	261,029		$	257,755			12	%	$	1,034,654		$	920,620
U.S.		(14	)%		96,616			112,774			2	%		392,755			386,369
International		13	%		164,413			144,981			20	%		641,899			534,251
Total — excluding Rohde and Schwarz & Inet		(2	)%		225,020			229,005			11	%		926,975			833,333
Book to Bill Ratio Calculation:
Product Orders				$	240,784		$	260,802					$	921,077		$	907,757
Product Sales				$	239,557		$	238,855					$	951,945		$	853,287
Book to Bill ratio					1.01			1.09						0.97			1.06
Reconciliation of Pro Forma Measures to GAAP:
Net earnings from continuing operations — GAAP				$	21,573		$	26,469					$	78,851		$	118,225
Effect of :
Acquisition related items reported in cost of sales					5,557			—						14,774			—
Acquisition related items reported in operating expenses					3,235			1,374						41,553			(51,025	)
Business realignment costs					435			2,715						3,100			22,765
Loss (gain) on sale of corporate equity securities					—			3						—			(7,290	)
Gain on sale of Nevada City property					—			—						(2,161	)		—
Tax effect of above items					(3,430	)		(1,463	)					(9,217	)		10,430
Net earnings from continuing operations — Pro Forma				$	27,370		$	29,098					$	126,900		$	93,105
Diluted earnings per share — Pro Forma				$	0.31		$	0.34					$	1.44		$	1.08
Income Statement Items as a Percentage of Net Sales:
Cost of sales					40	%		41	%					40	%		43	%
Research and development expenses					17	%		14	%					16	%		14	%
Selling, general and administrative expenses					31	%		30	%					29	%		30	%
Business realignment costs					0	%		1	%					0	%		2	%
Acquisition related costs (credits), net					1	%		1	%					4	%		(6	)%
Loss (gain) on disposition of assets, net					0	%		0	%					0	%		0	%
Operating income					11	%		12	%					11	%		15	%
Capital Expenditures and Depreciation:
Capital expenditures				$	11,323		$	5,099					$	32,464		$	19,940
Depreciation and amortization expense				$	7,644		$	8,799					$	29,157		$	29,751

	Quarter Ended			Year Ended
	May 28, 2005			May 29, 2004
Balance Sheet:
Cash and Marketable Investments:
Cash and cash equivalents	$	131,640		$	149,011
Short-term marketable investments		120,881			90,956
Long-term marketable investments		226,892			463,878
Cash and Marketable Investments	$	479,413		$	703,845
Accounts receivable as a percentage of net sales		15.0	%		12.7	%
Days sales outstanding		54.2			52.6
Average days sales outstanding		54.7			46.2
Inventory as a percentage of net sales		12.5	%		10.6	%
Inventory turns		3.2			4.1

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Tektronix Fourth Quarter 2005 Results /8

Discontinued Operations

	Quarter Ended						Fiscal Year Ended
	May 28,			May 29,			May 28,			May 29,
(In thousands)	2005			2004			2005			2004
Loss on sale of VideoTele.com (less applicable income tax benefit of $1, $32, $13 and $48)	$	(1	)	$	(61	)	$	(23	)	$	(89	)
Loss on sale of optical parametric test business (less applicable income tax benefit of $18, $81, $113 and $195)		(36	)		(150	)		(212	)		(363	)
Loss on sale of Gage (less applicable income tax benefit of $79, $76, $182 and $692)		(144	)		(139	)		(337	)		(1,284	)
Loss from operations of Gage (less applicable income tax benefit of $0, $0, $0 and $212)		—			—			—			(394	)
Gain (loss) on sale of Color Printing and Imaging (less applicable income tax expense (benefit) of $(103), $0, $1,786 and $0)		(191	)		—			3,317			—
Gain (loss) from discontinued operations, net of income taxes	$	(372	)	$	(350	)	$	2,745		$	(2,130	)

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Tektronix Fourth Quarter 2005 Results/9
Reconciliation of Pro Forma Measures to GAAP

	Quarter Ended												Quarter Ended
(In thousands, except per share amounts)	May 28, 2005												May 29, 2004
				Adjustments												Adjustments
	GAAP			Inet			Other			Pro Forma			GAAP						Pro Forma
Net sales	$	261,029			—			—		$	261,029		$	257,755			—		$	257,755
Cost of sales		104,481			(5,557	)		—	(A)		98,924			106,837			—			106,837
Gross profit		156,548			5,557			—			162,105			150,918			—			150,918
Gross margin		60.0	%								62.1	%		58.6	%					58.6	%
Research and development expenses		44,637			—			—			44,637			37,109			—			37,109
Selling, general and administrative expenses		80,789			—			—			80,789			77,640			—			77,640
Business realignment costs		435			(328	)		(107	)		—			2,715			(2,715	)		—
Acquisition related costs:
Write-off of IPR&D		—			—			—			—			—			—			—
Amortization of acquired intangible assets		1,280			(1,280	)		—			—			—			—			—
Amortization of stock option compensation		274			(274	)		—			—			—			—			—
Transition expenses		1,681			(685	)		(996	)		—			1,358			(1,358	)		—
Net loss on assets held for sale		—			—			—			—			16			(16	)		—
Total acquisition related costs		3,235			(2,239	)		(996	)		—			1,374			(1,374	)		—
Loss (gain) on disposition of assets		(620	)		—			—			(620	)		393			—			393
Operating income		28,072			8,124			1,103			37,299			31,687			4,089			35,776
Operating margin		10.8	%								14.3	%		12.3	%					13.9	%
Other income, net		1,996			—			—			1,996			4,545			3			4,548
Earnings before taxes		30,068			8,124			1,103			39,295			36,232			4,092			40,324
Income tax expense		8,495			3,099			331			11,925			9,763			1,463			11,226
Net earnings from continuing operations	$	21,573			5,025			772		$	27,370		$	26,469			2,629		$	29,098
Earnings per share — diluted	$	0.25								$	0.31		$	0.31					$	0.34
Weighted average shares outstanding — diluted		87,840									87,840			86,277						86,277

	Fiscal Year Ended												Fiscal Year Ended
	May 28, 2005												May 29, 2004
				Adjustments												Adjustments
	GAAP			Inet			Other			Pro Forma			GAAP						Pro Forma
Net sales	$	1,034,654			—			—		$	1,034,654		$	920,620			—		$	920,620
Cost of sales		415,878			(14,774	)		—	(A)		401,104			397,577			—			397,577
Gross profit		618,776			14,774			—			633,550			523,043			—			523,043
Gross margin		59.8	%								61.2	%		56.8	%					56.8	%
Research and development expenses		163,474			—			—			163,474			130,386			—			130,386
Selling, general and administrative expenses		300,925			—			—			300,925			277,993			—			277,993
Business realignment costs		3,100			(328	)		(2,772	)		—			22,765			(22,765	)		—
Acquisition related costs (credits):
Write-off of IPR&D		32,237			(32,237	)		—			—			—			—			—
Amortization of acquired intangible assets		3,414			(3,414	)		—			—			—			—			—
Amortization of stock option compensation		785			(785	)		—			—			—			—			—
Transition expenses		5,117			(2,224	)		(2,893	)		—			4,962			(4,962	)		—
Net gain on assets held for sale		—			—			—			—			(19,246	)		19,246	(C)		—
Japan pension gain		—			—			—			—			(36,741	)		36,741			—
Total acquisition related costs (credits)		41,553			(38,660	)		(2,893	)		—			(51,025	)		51,025			—
Loss (gain) on disposition of assets		(1,700	)		—			2,161	(B)		461			1,134			—			1,134
Operating income		111,424			53,762			3,504			168,690			141,790			(28,260	)		113,530
Operating margin		10.8	%								16.3	%		15.4	%					12.3	%
Other income, net		12,760			—			—			12,760			25,522			(7,290	)(D)		18,232
Earnings before taxes		124,184			53,762			3,504			181,450			167,312			(35,550	)		131,762
Income tax expense		45,333			8,165			1,052			54,550			49,087			(10,430	)		38,657
Net earnings from continuing operations	$	78,851			45,597			2,452		$	126,900		$	118,225			(25,120	)	$	93,105
Earnings per share — diluted	$	0.89								$	1.44		$	1.37					$	1.08
Weighted average shares outstanding — diluted		88,151									88,151			86,038						86,038

(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
(C)	Gain on sale of Japan headquarters building
(D)	Gain on sale of Merix Corporation common stock

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