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): August 26, 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.)

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

EXHIBIT 99.1

Item 2.02. Results of Operations and Financial Condition.

On September 14, 2006, Tektronix, Inc. reported its results of operations for the first fiscal quarter ended August 26, 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 September 14, 2006, announcing financial results for the first fiscal quarter ended August 26, 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: September 14, 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 September 14, 2006, announcing financial results for the first fiscal quarter ended August 26, 2006.

EX-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 2007

Strong Sales, Earnings Leverage and Continued
Flow of Innovative New Products

BEAVERTON, Ore., Sept. 14, 2006 — Tektronix, Inc. (NYSE: TEK) today reported net sales of $268.1 million and net earnings from continuing operations of $20.1 million or $0.24 per share for the first quarter ended August 26, 2006. This compares with net sales of $235.1 million and net earnings from continuing operations of $14.2 million or $0.17 per share for the same period last year. Excluding acquisition-related costs, business realignment costs, one-time items, and share-based compensation expense, net earnings from continuing operations were $29.2 million or $0.35 per share for the first quarter as compared with $21.3 million or $0.25 per share for the same period last year.

“This was a very good quarter for Tektronix with particular strength in sales and earnings,” said Rick Wills, Tektronix Chairman and CEO. “Sales grew 14% over last year with both the Instruments and the Communications businesses showing double-digit growth. Earnings outpaced sales growth with earnings per share up 40% over last year, demonstrating our ability to leverage our cost structure.”

Orders for the Instruments business were up 13% with strong growth from the oscilloscope and spectrum analyzer product categories. Growth in this business was the result of new products and a stable market overall. Wills noted, “We saw record orders for our spectrum analyzers as the market continues to respond favorably to our innovative real-time technology.”

Orders for the Communications business were down 19% due to the timing of a few large orders. “We saw orders for this business grow over 65% in the previous quarter and we again expect double-digit order growth next quarter,” Wills continued. “Sales were up 21% as some of the orders we received last year converted to revenue. Overall, this continues to be a healthy market

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Tektronix First Quarter 2007 Results.../2

driven by investment in next-generation telecommunications networks. Our ability to capitalize on this investment should continue to create opportunities for additional growth.”

During the quarter, we continued to execute our growth strategy by delivering a robust pipeline of major new products including a new oscilloscope series – the DPO70000, targeted at high-speed design applications, and the DSA70000 aimed at serial data designers. These products extend the uncompromised performance characteristics of the midrange DPO7000 series introduced earlier this calendar year. We also announced a new capability for the MTM400 Transport Stream Monitor that is designed to help simplify and strengthen network monitoring for Video over IP and IPTV applications.

In addition, in early August we began taking orders for a new Real-Time Spectrum Analyzer series that contributed to the record orders growth for this product category. These products provide breakthrough capabilities targeted at digital RF applications. Wills added, “The introduction of the RSA6100A series spectrum analyzers demonstrates our strategy to selectively enter new product categories and develop industry-leading products – which should enable us to grow faster than the market.”

Finally, in our Communications business, we introduced the K1297-G35, a new mobile test platform that provides the highest performance available for reliable testing of 3G and 3.5G broadband wireless network elements. This product enables customers to test modern mobile networks under simulated, yet realistic, conditions.

“Looking forward, we are encouraged by the progress of our recently introduced products and are excited about the strong product flow in our Instruments business in the coming quarters. 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.

Second Quarter Guidance

For the second quarter of fiscal 2007, the company expects net sales to be approximately $270 - $280 million. Earnings per share from continuing operations are expected to be between $0.33 and $0.37 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:

• The DPO70000 Digital Phosphor Oscilloscope and the DSA70000 Digital Serial Analyzer. A new high-performance oscilloscope series, the DPO70000 provides industry-leading capabilities for high-speed design and analysis. The DSA70000 series has the same base

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	performance but is optimized for the serial data designer, providing an ideal test platform for high-speed standards including PCI-Express, XAUI, FB-DIMM and Serial ATA.
•	The TDS1000B/TDS2000B series of digital storage oscilloscopes, a replacement for the world’s most popular oscilloscope, the TDS1000/TDS2000. These new versions of the ultra-lightweight, portable instruments add both Tektronix OpenChoice™ PC communication software and National Instruments SignalExpress™ Tektronix Edition interactive measurement software with USB connectivity.
•	A new monitoring solution for Video over IP and IPTV applications – the addition of the IP/GigE capability for the MTM400 MPEG Transport Stream Monitor is designed to help simplify and strengthen network monitoring by allowing network engineers to view Multi or Single Program Transport Streams over Gigabit Ethernet networks and identify signal degradation issues.
•	A new mobile test platform for 3G and 3.5G broadband wireless networks – the K1297-G35 Protocol Tester for mobile equipment manufacturers and mobile operators. This new platform offers the highest performance available for reliable testing of these networks with 14.4 Mbps on four inputs at the same time.
•	And, just after the close of the quarter, we publicly announced the RSA6100A Series Real-Time Spectrum Analyzers which provide an unmatched combination of real-time performance, capture bandwidth, and dynamic range to meet the needs of a broad range of cutting-edge digital RF applications. These new capabilities reveal never before seen phenomena for digital RF designers.

And a product award:

• The Tektronix WFM7100 Video Waveform Monitor was awarded the “Outstanding Product” award for video production and broadcasting by Beijing International Radio, Film and Television Equipment Exhibition (BIRTV), for fast, reliable and easy content monitoring and measurement. This is the third year in a row that Tektronix’ video products have won the outstanding product award. BIRTV is the region’s largest exhibition for radio and TV service providers and equipment manufacturers.

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

Tektronix will hold its Annual Meeting of Shareholders on Thursday, September 21, 2006, at 10:00 a.m. Pacific at the company’s headquarters in Beaverton, Oregon.

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.

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

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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, 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; 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 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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Consolidated Statements of Operations

	Quarter Ended
	August 26,			August 27,
(In thousands, except per share amounts)	2006			2005
Net sales	$	268,113		$	235,060
Cost of sales		104,763			99,103
Gross profit		163,350			135,957
Research and development expenses		50,869			43,605
Selling, general and administrative expenses		79,873			68,565
Business realignment costs		2,596			2,481
Acquisition related costs and amortization		1,471			3,436
Loss on disposition of assets, net		554			4
Operating income		27,987			17,866
Interest income		4,670			3,092
Interest expense		(99	)		(97	)
Other non-operating expense, net		(1,011	)		(986	)
Earnings before taxes		31,547			19,875
Income tax expense		11,434			5,707
Net earnings from continuing operations		20,113			14,168
Gain (loss) from discontinued operations, net of income taxes		7			(82	)
Net earnings	$	20,120		$	14,086
Earnings per share:
Continuing operations — basic	$	0.25		$	0.17
Continuing operations — diluted	$	0.24		$	0.17
Discontinued operations — basic	$	—		$	—
Discontinued operations — diluted	$	—		$	—
Net earnings — basic	$	0.25		$	0.17
Net earnings — diluted	$	0.24		$	0.17
Weighted average shares outstanding:
Basic		82,074			84,603
Diluted		83,542			85,297
Cash dividend declared per share	$	0.06		$	0.06

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Tektronix First Quarter 2007 Results.../6

Reconciliation of Pro Forma Measures to GAAP

	Quarter Ended																Quarter Ended
(In thousands, except per share amounts)	August 26, 2006																August 27, 2005
					Adjustments																Adjustments
								Share-based
		GAAP			Acquisitions			Compensation			Other			Pro Forma				GAAP			Acquisitions			Other			Pro Forma
Net sales		$	268,113			—			—			—		$	268,113			$	235,060			—			—		$	235,060
Cost of sales			104,763			(5,973	)(A)		—			—			98,790				99,103			(5,112	)(A)		—			93,991
Gross profit			163,350			5,973			—			—			169,323				135,957			5,112			—			141,069
Gross margin			60.9	%											63.2	%			57.8	%								60.0	%
Research and development expenses			50,869			—			(1,228	)		—			49,641				43,605			—			—			43,605
Selling, general and administrative expenses			79,873			—			(2,973	)		—			76,900				68,565			—			—			68,565
Business realignment costs			2,596			—			—			(2,596	)		—				2,481			—			(2,481	)		—
Acquisition related costs:
Write-off of IPR&D			—			—			—			—			—				365			(365	)		—			—
Amortization of acquired intangible assets			1,335			(1,335	)		—			—			—				1,284			(1,284	)		—			—
Amortization of stock option compensation			81			(81	)		—			—			—				90			(90	)		—			—
Transition expenses			55			(55	)		—			—			—				1,697			(1,697	)		—			—
Total acquisition related costs			1,471			(1,471	)		—			—			—				3,436			(3,436	)		—			—
Loss on disposition of assets			554			—			—			—			554				4			—			—			4
Operating income			27,987			7,444			4,201			2,596			42,228				17,866			8,548			2,481			28,895
Operating margin			10.4	%											15.8	%			7.6	%								12.3	%
Other income, net			3,560			—			—			—			3,560				2,009			—			—			2,009
Earnings before taxes			31,547			7,444			4,201			2,596			45,788				19,875			8,548			2,481			30,904
Income tax expense			11,434			2,753			1,462			904			16,553				5,707			3,099			844			9,650
Net earnings from continuing operations		$	20,113			4,691			2,739			1,692		$	29,235			$	14,168			5,449			1,637		$	21,254
Earnings per share — diluted		$	0.24											$	0.35			$	0.17								$	0.25
Weighted average shares outstanding — diluted			83,542												83,542				85,297									85,297

(A) Amortization of acquired intangible assets and non-cash expense for inventory step up adjustment to fair value

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Tektronix First Quarter 2007 Results.../7

Consolidated Balance Sheets

(In thousands)	August 26, 2006		May 27, 2006
ASSETS
Current assets:
Cash and cash equivalents	$	200,360	$	215,587
Short-term marketable investments		129,002		121,346
Trade accounts receivable, net		170,434		174,599
Inventories		165,438		156,351
Other current assets		68,161		69,002
Total current assets		733,395		736,885
Property, plant and equipment, net		126,868		127,510
Long-term marketable investments		105,351		103,839
Goodwill, net		306,134		307,189
Pension asset		236,539		239,128
Other long-term assets		111,557		119,539
Total assets	$	1,619,844	$	1,634,090
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	143,134	$	133,323
Accrued compensation		65,174		71,718
Deferred revenue		72,415		66,677
Total current liabilities		280,723		271,718
Deferred income taxes		62,766		65,935
Other long-term liabilities		106,743		108,868
Shareholders’ equity:
Common stock		540,899		540,718
Retained earnings		605,075		620,465
Accumulated other comprehensive income		23,638		26,386
Total shareholders’ equity		1,169,612		1,187,569
Total liabilities and shareholders’ equity	$	1,619,844	$	1,634,090
Shares outstanding		82,515		83,719

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Tektronix First Quarter 2007 Results.../8

Selected Additional Financial Data

	Quarter Ended
	%			August 26,			August 27,
(Dollars in thousands)	Growth			2006			2005
Orders Data:
Orders		4	%	$	255,399		$	245,515
U.S.		12	%		96,194			86,131
International		(0	%)		159,205			159,384
Instruments Business		13	%		198,279			174,771
Communications Business		(19	%)		57,120			70,744
Sales Data:
Net Sales		14	%	$	268,113		$	235,060
U.S.		16	%		97,979			84,403
International		13	%		170,134			150,657
Instruments Business		12	%		198,212			177,369
Communications Business		21	%		69,901			57,691
Income Statement Items as a Percentage of Net Sales:
Cost of sales					39	%		42	%
Research and development expenses					19	%		19	%
Selling, general and administrative expenses					30	%		29	%
Business realignment costs					1	%		1	%
Acquisition related costs and amortization					1	%		1	%
Loss on disposition of assets, net					0	%		0	%
Operating income					10	%		8	%
Capital Expenditures and Depreciation:
Capital expenditures				$	6,124		$	8,744
Depreciation and amortization expense				$	7,297		$	7,006

Balance Sheet:	Quarter Ended			Year Ended
	August 26,			May 27,
	2006			2006
Cash and Marketable Investments:
Cash and cash equivalents	$	200,360		$	215,587
Short-term marketable investments		129,002			121,346
Long-term marketable investments		105,351			103,839
Cash and Marketable Investments	$	434,713		$	440,772
Accounts receivable as a percentage of net sales		16.1	%		15.9	%
Days sales outstanding		57.8			61.1
Countback days sales outstanding		49.3			46.6
Inventory as a percentage of net sales		15.0	%		13.8	%
Inventory turns		2.6			2.9

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