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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



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FORM 10-Q



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(Mark One)



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended March 30, 2007



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period fromto



Commission File Number 000-25393



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VARIAN, INC.

(Exact Name of Registrant as Specified in its Charter)



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|                                                              |  |                                 
|------------------------------------------------------------- |  | --------------------------------
|Delaware                                                      |  | 77-0501995                      
|(State or Other Jurisdiction ofIncorporation or Organization) |  | (IRS EmployerIdentification No.)
|                                                              | 
|3120 Hansen Way, Palo Alto, California                        |  | 94304-1030                      
|(Address of Principal Executive Offices)                      |  | (Zip Code)                      



(650)
213-8000

(Telephone Number)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.    Yes  x    No ̈



Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act (Check one):



|                           |  |                    |  |                       
|-------------------------- |  | ------------------ |  | ----------------------
|Large accelerated filer  x |  | Accelerated filer ̈ |  | Non-accelerated filer ̈



Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes ̈No  x



The number of shares of the registrants common stock outstanding as of May 4, 2007 was 30,663,025.



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##### Table of Contents

VARIAN, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 30, 2007



TABLE OF CONTENTS



|         |  |                                                                                       |  |     
|-------- |  | ------------------------------------------------------------------------------------- |  | ----
|         |  |                                                                                       |  | Page
|PART I   |  | Financial Information                                                                 |  |     
|         |  |                                                                                      
|Item 1   |  | Financial Statements:                                                                 |  |     
|         |  |                                                                                      
|         |  | Unaudited Condensed Consolidated Statement of Earnings                                |  | 3   
|         |  |                                                                                      
|         |  | Unaudited Condensed Consolidated Balance Sheet                                        |  | 4   
|         |  |                                                                                      
|         |  | Unaudited Condensed Consolidated Statement of Cash Flows                              |  | 5   
|         |  |                                                                                      
|         |  | Notes to the Unaudited Condensed Consolidated Financial Statements                    |  | 6   
|         |  |                                                                                      
|Item 2   |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 19  
|         |  |                                                                                      
|Item 3.  |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 31  
|         |  |                                                                                      
|Item 4.  |  | Controls and Procedures                                                               |  | 32  
|         |  |                                                                                      
|PART II  |  | Other Information                                                                     |  |     
|         |  |                                                                                      
|Item 1A. |  | Risk Factors                                                                          |  | 34  
|         |  |                                                                                      
|Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 34  
|         |  |                                                                                      
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                   |  | 34  
|         |  |                                                                                      
|Item 6.  |  | Exhibits                                                                              |  | 35  



2



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##### Table of Contents

PART I

FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------



VARIAN, INC. AND SUBSIDIARY COMPANIES



UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF EARNINGS

(In thousands, except per share amounts)



|                                              |  |                      |         |   |                  |   |         |               |  |   |               |   |  |   |         |  
|--------------------------------------------- |  | -------------------- | ------- | - | ---------------- | - | ------- | ------------- |  | - | ------------- | - |  | - | ------- | -
|                                              |  | Fiscal Quarter Ended |         |   | Six Months Ended |  
|                                              |  | March 30,2007        |         |   | March 31,2006    |   |         | March 30,2007 |  |   | March 31,2006 |  
|Sales                                         |  |                      |         |   |                  |   |         |               |  |   |               |   |  |   |         |  
|Products                                      |  | $                    | 199,537 |   |                  | $ | 183,964 |               |  | $ | 388,680       |   |  | $ | 352,503 |  
|Services                                      |  |                      | 30,393  |   |                  |   | 25,662  |               |  |   | 59,188        |   |  |   | 52,860  |  
|                                              |  |                      |         |   |                  |   |         |               |  |   |               |   |  |   |         |  
|Total sales                                   |  |                      | 229,930 |   |                  |   | 209,626 |               |  |   | 447,868       |   |  |   | 405,363 |  
|                                              |  |                      |         |   |                  |   |         |               |  |   |               |   |  |   |         |  
|Cost of sales                                 |  |                      |         |   |                  |   |         |               |  |   |               |   |  |   |         |  
|Products                                      |  |                      | 108,119 |   |                  |   | 102,209 |               |  |   | 210,139       |   |  |   | 197,440 |  
|Services                                      |  |                      | 16,316  |   |                  |   | 14,467  |               |  |   | 32,535        |   |  |   | 29,052  |  
|                                              |  |                      |         |   |                  |   |         |               |  |   |               |   |  |   |         |  
|Total cost of sales                           |  |                      | 124,435 |   |                  |   | 116,676 |               |  |   | 242,674       |   |  |   | 226,492 |  
|                                              |  |                      |         |   |                  |   |         |               |  |   |               |   |  |   |         |  
|Gross profit                                  |  |                      | 105,495 |   |                  |   | 92,950  |               |  |   | 205,194       |   |  |   | 178,871 |  
|                                              |  |                      |         |  
|Operating expenses                            |  |                      |         |   |                  |   |         |               |  |   |               |   |  |   |         |  
|Selling, general and administrative           |  |                      | 65,255  |   |                  |   | 61,347  |               |  |   | 126,456       |   |  |   | 117,923 |  
|Research and development                      |  |                      | 16,103  |   |                  |   | 14,683  |               |  |   | 31,713        |   |  |   | 28,622  |  
|Purchased in-process research and development |  |                      |        |   |                  |   |        |               |  |   |              |   |  |   | 756     |  
|                                              |  |                      |         |   |                  |   |         |               |  |   |               |   |  |   |         |  
|Total operating expenses                      |  |                      | 81,358  |   |                  |   | 76,030  |               |  |   | 158,169       |   |  |   | 147,301 |  
|                                              |  |                      |         |   |                  |   |         |               |  |   |               |   |  |   |         |  
|Operating earnings                            |  |                      | 24,137  |   |                  |   | 16,920  |               |  |   | 47,025        |   |  |   | 31,570  |  
|                                              |  |                      |         |  
|Interest income (expense)                     |  |                      |         |   |                  |   |         |               |  |   |               |   |  |   |         |  
|Interest income                               |  |                      | 1,368   |   |                  |   | 880     |               |  |   | 2,637         |   |  |   | 1,975   |  
|Interest expense                              |  |                      | (456    | ) |                  |   | (504    | )             |  |   | (990          | ) |  |   | (1,041  | )
|                                              |  |                      |         |   |                  |   |         |               |  |   |               |   |  |   |         |  
|Total interest income, net                    |  |                      | 912     |   |                  |   | 376     |               |  |   | 1,647         |   |  |   | 934     |  
|                                              |  |                      |         |   |                  |   |         |               |  |   |               |   |  |   |         |  
|Earnings before income taxes                  |  |                      | 25,049  |   |                  |   | 17,296  |               |  |   | 48,672        |   |  |   | 32,504  |  
|Income tax expense                            |  |                      | 8,767   |   |                  |   | 6,054   |               |  |   | 17,035        |   |  |   | 11,603  |  
|                                              |  |                      |         |   |                  |   |         |               |  |   |               |   |  |   |         |  
|Net earnings                                  |  | $                    | 16,282  |   |                  | $ | 11,242  |               |  | $ | 31,637        |   |  | $ | 20,901  |  
|                                              |  |                      |         |   |                  |   |         |               |  |   |               |   |  |   |         |  
|Net earnings per share:                       |  |                      |         |   |                  |   |         |               |  |   |               |   |  |   |         |  
|Basic                                         |  | $                    | 0.54    |   |                  | $ | 0.36    |               |  | $ | 1.04          |   |  | $ | 0.67    |  
|                                              |  |                      |         |   |                  |   |         |               |  |   |               |   |  |   |         |  
|Diluted                                       |  | $                    | 0.53    |   |                  | $ | 0.36    |               |  | $ | 1.02          |   |  | $ | 0.66    |  
|                                              |  |                      |         |   |                  |   |         |               |  |   |               |   |  |   |         |  
|Shares used in per share calculations:        |  |                      |         |   |                  |   |         |               |  |   |               |   |  |   |         |  
|Basic                                         |  |                      | 30,420  |   |                  |   | 30,892  |               |  |   | 30,504        |   |  |   | 31,013  |  
|                                              |  |                      |         |   |                  |   |         |               |  |   |               |   |  |   |         |  
|Diluted                                       |  |                      | 30,932  |   |                  |   | 31,412  |               |  |   | 30,956        |   |  |   | 31,649  |  
|                                              |  |                      |         |   |                  |   |         |               |  |   |               |   |  |   |         |  



See accompanying Notes
to the Unaudited Condensed Consolidated Financial Statements.



3



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##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET

(In thousands, except par value amounts)



|                                                                                                                                                       |  |               |         |                   |   |        
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------- | ------- | ----------------- | - | -------
|                                                                                                                                                       |  | March 30,2007 |         | September 29,2006
|ASSETS                                                                                                                                                 |  |               |         |                   |   |        
|Current assets                                                                                                                                         |  |               |         |                   |   |        
|Cash and cash equivalents                                                                                                                              |  | $             | 160,302 |                   | $ | 154,155
|Accounts receivable, net                                                                                                                               |  |               | 180,500 |                   |   | 177,037
|Inventories                                                                                                                                            |  |               | 143,722 |                   |   | 133,662
|Deferred taxes                                                                                                                                         |  |               | 33,491  |                   |   | 33,235 
|Prepaid expense and other current assets                                                                                                               |  |               | 16,407  |                   |   | 15,728 
|                                                                                                                                                       |  |               |         |                   |   |        
|Total current assets                                                                                                                                   |  |               | 534,422 |                   |   | 513,817
|Property, plant and equipment, net                                                                                                                     |  |               | 107,847 |                   |   | 112,528
|Goodwill                                                                                                                                               |  |               | 189,170 |                   |   | 181,563
|Intangible assets, net                                                                                                                                 |  |               | 34,897  |                   |   | 39,143 
|Other assets                                                                                                                                           |  |               | 16,173  |                   |   | 14,543 
|                                                                                                                                                       |  |               |         |                   |   |        
|Total assets                                                                                                                                           |  | $             | 882,509 |                   | $ | 861,594
|                                                                                                                                                       |  |               |         |                   |   |        
|                                                                                                                                                       |  |              
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                   |  |               |         |                   |   |        
|                                                                                                                                                       |  |              
|Current liabilities                                                                                                                                    |  |               |         |                   |   |        
|Current portion of long-term debt                                                                                                                      |  | $             | 1,250   |                   | $ | 2,500  
|Accounts payable                                                                                                                                       |  |               | 71,284  |                   |   | 73,138 
|Deferred profit                                                                                                                                        |  |               | 13,304  |                   |   | 13,796 
|Accrued liabilities                                                                                                                                    |  |               | 165,167 |                   |   | 169,063
|                                                                                                                                                       |  |               |         |                   |   |        
|Total current liabilities                                                                                                                              |  |               | 251,005 |                   |   | 258,497
|Long-term debt                                                                                                                                         |  |               | 25,000  |                   |   | 25,000 
|Deferred taxes                                                                                                                                         |  |               | 3,381   |                   |   | 3,721  
|Other liabilities                                                                                                                                      |  |               | 20,645  |                   |   | 22,336 
|                                                                                                                                                       |  |               |         |                   |   |        
|Total liabilities                                                                                                                                      |  |               | 300,031 |                   |   | 309,554
|                                                                                                                                                       |  |               |         |                   |   |        
|Commitments and contingencies (Notes 5, 7, 8, 9, 10, 11 and 16)                                                                                        |  |               |         |                   |   |        
|                                                                                                                                                       |  |              
|Stockholders equity                                                                                                                                   |  |               |         |                   |   |        
|Preferred stockpar value $0.01, authorized1,000 shares; issuednone                                                                                  |  |               |        |                   |   |       
|Common stockpar value $0.01, authorized99,000 shares; issued and outstanding30,561 shares at March 30, 2007 and 30,870
shares at September 29, 2006 |  |               | 339,475 |                   |   | 319,090
|Retained earnings                                                                                                                                      |  |               | 195,468 |                   |   | 204,182
|Accumulated other comprehensive income                                                                                                                 |  |               | 47,535  |                   |   | 28,768 
|                                                                                                                                                       |  |               |         |                   |   |        
|Total stockholders equity                                                                                                                             |  |               | 582,478 |                   |   | 552,040
|                                                                                                                                                       |  |               |         |                   |   |        
|Total liabilities and stockholders equity                                                                                                             |  | $             | 882,509 |                   | $ | 861,594
|                                                                                                                                                       |  |               |         |                   |   |        



See accompanying Notes
to the Unaudited Condensed Consolidated Financial Statements.



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VARIAN, INC. AND SUBSIDIARY COMPANIES



UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands)



|                                                                                    |  |                  |         |   |               |   |         |  
|----------------------------------------------------------------------------------- |  | ---------------- | ------- | - | ------------- | - | ------- | -
|                                                                                    |  | Six Months Ended |        
|                                                                                    |  | March 30,2007    |         |   | March 31,2006 |  
|Cash flows from operating activities                                                |  |                  |         |   |               |   |         |  
|Net earnings                                                                        |  | $                | 31,637  |   |               | $ | 20,901  |  
|Adjustments to reconcile net earnings to net cash provided by operating activities: |  |                  |         |   |               |   |         |  
|Depreciation and amortization                                                       |  |                  | 14,072  |   |               |   | 12,388  |  
|(Gain) loss on disposition of property, plant and equipment                         |  |                  | (207    | ) |               |   | 258     |  
|Purchased in-process research and development                                       |  |                  |        |   |               |   | 756     |  
|Share-based compensation expense                                                    |  |                  | 5,714   |   |               |   | 4,422   |  
|Tax benefit from share-based plans                                                  |  |                  | 6,068   |   |               |   | 3,242   |  
|Excess tax benefit from share-based plans                                           |  |                  | (5,747  | ) |               |   | (3,185  | )
|Deferred taxes                                                                      |  |                  | (1,467  | ) |               |   | (897    | )
|Changes in assets and liabilities, excluding effects of acquisitions:               |  |                  |         |   |               |   |         |  
|Accounts receivable, net                                                            |  |                  | 1,330   |   |               |   | 2,909   |  
|Inventories                                                                         |  |                  | (7,004  | ) |               |   | (14,937 | )
|Prepaid expenses and other current assets                                           |  |                  |        |   |               |   | 3,833   |  
|Other assets                                                                        |  |                  | (75     | ) |               |   | 148     |  
|Accounts payable                                                                    |  |                  | (3,763  | ) |               |   | 8,673   |  
|Deferred profit                                                                     |  |                  | (455    | ) |               |   | 530     |  
|Accrued liabilities                                                                 |  |                  | (8,001  | ) |               |   | (12,641 | )
|Other liabilities                                                                   |  |                  | 2,265   |   |               |   | (255    | )
|                                                                                    |  |                  |         |   |               |   |         |  
|Net cash provided by operating activities                                           |  |                  | 34,367  |   |               |   | 26,145  |  
|                                                                                    |  |                  |         |   |               |   |         |  
|                                                                                    |  |                 
|Cash flows from investing activities                                                |  |                  |         |   |               |   |         |  
|Proceeds from sale of property, plant and equipment                                 |  |                  | 3,154   |   |               |   | 634     |  
|Purchase of property, plant and equipment                                           |  |                  | (5,970  | ) |               |   | (7,924  | )
|Purchase of businesses, net of cash acquired                                        |  |                  | (4,781  | ) |               |   | (68,529 | )
|                                                                                    |  |                  |         |   |               |   |         |  
|Net cash used in investing activities                                               |  |                  | (7,597  | ) |               |   | (75,819 | )
|                                                                                    |  |                  |         |   |               |   |         |  
|Cash flows from financing activities                                                |  |                  |         |   |               |   |         |  
|Repayment of debt                                                                   |  |                  | (1,250  | ) |               |   | (1,250  | )
|Repurchase of common stock                                                          |  |                  | (51,955 | ) |               |   | (38,160 | )
|Issuance of common stock                                                            |  |                  | 20,209  |   |               |   | 15,563  |  
|Excess tax benefit from share-based plans                                           |  |                  | 5,747   |   |               |   | 3,185   |  
|Transfers to Varian Medical Systems, Inc.                                           |  |                  | (348    | ) |               |   | (236    | )
|                                                                                    |  |                  |         |   |               |   |         |  
|Net cash used in financing activities                                               |  |                  | (27,597 | ) |               |   | (20,898 | )
|                                                                                    |  |                  |         |   |               |   |         |  
|Effect of exchange rate changes on cash and cash equivalents                        |  |                  | 6,974   |   |               |   | (1,480  | )
|                                                                                    |  |                  |         |   |               |   |         |  
|Net increase (decrease) in cash and cash equivalents                                |  |                  | 6,147   |   |               |   | (72,052 | )
|Cash and cash equivalents at beginning of period                                    |  |                  | 154,155 |   |               |   | 188,494 |  
|                                                                                    |  |                  |         |   |               |   |         |  
|Cash and cash equivalents at end of period                                          |  | $                | 160,302 |   |               | $ | 116,442 |  
|                                                                                    |  |                  |         |   |               |   |         |  



See accompanying Notes
to the Unaudited Condensed Consolidated Financial Statements.



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VARIAN, INC. AND SUBSIDIARY COMPANIES



NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Note 1.    Unaudited Interim Condensed Consolidated Financial Statements



These unaudited interim condensed consolidated financial statements of Varian, Inc. and its subsidiary companies (collectively, the Company)
have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with
accounting principles generally accepted in the United States (U.S. GAAP) have been condensed or omitted pursuant to such rules and regulations. The September 29, 2006 balance sheet data was derived from audited financial
statements, but does not include all disclosures required in audited financial statements by U.S. GAAP. These unaudited interim condensed consolidated financial statements should be read in conjunction with the financial statements and the notes
thereto included in the Companys Annual Report on Form 10-K for the fiscal year ended September 29, 2006 filed with the SEC. In the opinion of the Companys management, the unaudited interim condensed consolidated financial
statements include all normal recurring adjustments necessary to present fairly the information required to be set forth therein. The results of operations for the fiscal quarter and six months ended March 30, 2007 are not necessarily
indicative of the results to be expected for a full year or for any other periods.



The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.



Note 2.    Description of Business and Basis of Presentation



The Company designs, develops, manufactures, markets, sells and services
scientific instruments (including related software, consumable products, accessories and services) and vacuum products (and related accessories and services). These businesses primarily serve life science, industrial, academic and research
customers.



Until April 2, 1999, the business of the
Company was operated as the Instruments Business of Varian Associates, Inc. (VAI). On that date, VAI distributed to the holders of its common stock one share of common stock of the Company and one share of common stock of Varian
Semiconductor Equipment Associates, Inc. (VSEA), which was formerly operated as the Semiconductor Equipment business of VAI, for each share of VAI (the Distribution). VAI retained its Health Care Systems business and changed
its name to Varian Medical Systems, Inc. (VMS). Transfers made to VMS under the terms of the Distribution are reflected as financing activities in the Unaudited Condensed Consolidated Statement of Cash Flows.



Note 3.    Summary of Significant Accounting Policies



Fiscal Periods. The Companys fiscal years reported are the
52- or 53-week periods ending on the Friday nearest September 30. Fiscal year 2007 will comprise the 52-week period ending September 28, 2007, and fiscal year 2006 was comprised of the 52-week period ended September 29, 2006. The
fiscal quarters and six months ended March 30, 2007 and March 31, 2006 each comprised 13 weeks and 26 weeks, respectively.



Revenue and Cost of Sales. In order to conform to the current year presentation, product revenue for the fiscal quarter and six months
ended March 31, 2006 has been revised to include $4.8 million and $9.6 million, respectively, that was previously recorded as service revenue. Similarly, product cost of sales for the fiscal quarter and six months ended
March 31, 2006 has been revised to include $6.0 million and $10.7 million, respectively, that was previously recorded as service cost of sales. These revisions had no impact on total revenue or total cost of sales for the
fiscal quarter and six months ended March 31, 2006.



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VARIAN, INC. AND SUBSIDIARY COMPANIES



NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Continued)



Comprehensive Income. A summary of the components of the Companys comprehensive income
follows:



|                                        |  |                      |        |                  |   |               |  |               |        |  |   |        |  
|--------------------------------------- |  | -------------------- | ------ | ---------------- | - | ------------- |  | ------------- | ------ |  | - | ------ | -
|                                        |  | Fiscal Quarter Ended |        | Six Months Ended |  
|                                        |  | March 30,2007        |        | March 31,2006    |   | March 30,2007 |  | March 31,2006 |       
|(in thousands)                          |  |                      |        |                  |   |               |  |               |        |  |   |        |  
|Net earnings                            |  | $                    | 16,282 |                  | $ | 11,242        |  | $             | 31,637 |  | $ | 20,901 |  
|Other comprehensive income (loss):      |  |                      |        |                  |   |               |  |               |        |  |   |        |  
|Currency translation adjustment         |  |                      | 4,001  |                  |   | 2,889         |  |               | 18,767 |  |   | (4,417 | )
|                                        |  |                      |        |                  |   |               |  |               |        |  |   |        |  
|Total other comprehensive income (loss) |  |                      | 4,001  |                  |   | 2,889         |  |               | 18,767 |  |   | (4,417 | )
|                                        |  |                      |        |                  |   |               |  |               |        |  |   |        |  
|Total comprehensive income              |  | $                    | 20,283 |                  | $ | 14,131        |  | $             | 50,404 |  | $ | 16,484 |  
|                                        |  |                      |        |                  |   |               |  |               |        |  |   |        |  



Note
4.    Balance Sheet Detail



|                        |  |               |         |                   |   |        
|----------------------- |  | ------------- | ------- | ----------------- | - | -------
|                        |  | March 30,2007 |         | September 29,2006
|(In thousands)          |  |               |         |                   |   |        
|Inventories             |  |               |         |                   |   |        
|Raw materials and parts |  | $             | 65,998  |                   | $ | 60,596 
|Work in process         |  |               | 22,238  |                   |   | 23,238 
|Finished goods          |  |               | 55,486  |                   |   | 49,828 
|                        |  |               |         |                   |   |        
|                        |  | $             | 143,722 |                   | $ | 133,662
|                        |  |               |         |                   |   |        



Note
5.    Forward Exchange Contracts



The
Company enters into foreign exchange forward contracts to minimize the short-term impact of foreign currency fluctuations on assets and liabilities denominated in non-functional currencies. These contracts are accounted for under Financial
Accounting Standards Board (the FASB) Statement of Financial Accounting Standards No. (SFAS) 133, Accounting for Derivative Instruments and Hedging Activities. Typically, gains and losses on these contracts are
substantially offset by transaction losses and gains on the underlying balances being hedged. During the fiscal quarter and six months ended March 30, 2007, net foreign currency losses relating to these arrangements were $0.5 million and $0.8
million, respectively. During the fiscal quarter and six months ended March 31, 2006, net foreign currency losses relating to these arrangements were $0.1 million and $0.2 million, respectively. These amounts were recorded in selling,
general and administrative expenses.



From time to time, the
Company also enters into foreign exchange forward contracts to minimize the impact of foreign currency fluctuations on forecasted transactions. These contracts are designated as cash flow hedges under SFAS 133. At March 30, 2007, there were no
outstanding foreign exchange forward contracts designated as cash flow hedges of forecasted transactions. During the fiscal quarters and six months ended March 30, 2007 and March 31, 2006, no foreign exchange gains or losses from hedge
ineffectiveness were recognized.



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VARIAN, INC. AND SUBSIDIARY COMPANIES



NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Continued)



The Companys foreign exchange forward contracts generally range from one to 12 months in
original maturity. The following table summarizes all foreign exchange forward contracts that were outstanding as of March 30, 2007:



|                  |  |                    |        |                        |   |        
|----------------- |  | ------------------ | ------ | ---------------------- | - | -------
|                  |  | NotionalValue Sold |        | NotionalValuePurchased
|(in thousands)    |  |                    |        |                        |   |        
|Euro              |  | $                  |       |                        | $ | 92,577 
|Australian dollar |  |                    |       |                        |   | 37,846 
|British pound     |  |                    | 12,765 |                        |   |       
|Japanese yen      |  |                    | 7,762  |                        |   |       
|Canadian dollar   |  |                    | 5,925  |                        |   |       
|Danish krone      |  |                    | 751    |                        |   |       
|                  |  |                    |        |                        |   |        
|                  |  | $                  | 27,203 |                        | $ | 130,423
|                  |  |                    |        |                        |   |        



Note
6.    Goodwill and Other Intangible Assets



Changes in the carrying amount of goodwill for each of the Companys reporting segments in the first six months of fiscal year 2007 were as follow:



|                                               |  |                       |         |                    |   |              |  |   |        
|---------------------------------------------- |  | --------------------- | ------- | ------------------ | - | ------------ |  | - | -------
|                                               |  | ScientificInstruments |         | VacuumTechnologies |   | TotalCompany
|(in thousands)                                 |  |                       |         |                    |   |              |  |   |        
|Balance as of September 29, 2006               |  | $                     | 180,597 |                    | $ | 966          |  | $ | 181,563
|Contingent payments on prior-year acquisitions |  |                       | 4,062   |                    |   |             |  |   | 4,062  
|Foreign currency impacts and other adjustments |  |                       | 3,545   |                    |   |             |  |   | 3,545  
|                                               |  |                       |         |                    |   |              |  |   |        
|Balance as of March 30, 2007                   |  | $                     | 188,204 |                    | $ | 966          |  | $ | 189,170
|                                               |  |                       |         |                    |   |              |  |   |        



As required by SFAS
142, Goodwill and Other Intangible Assets, the Company performs an annual goodwill impairment assessment. This assessment is performed in the second quarter of each fiscal year. During the fiscal quarter ended March 30, 2007, the Company
completed its annual impairment test and determined that there was no impairment of goodwill.



The following intangible assets have been recorded and are being amortized by the Company:



|                            |  |                |        |                         |   |         |     |  |   |       
|--------------------------- |  | -------------- | ------ | ----------------------- | - | ------- | --- |  | - | ------
|                            |  | March 30, 2007
|                            |  | Gross          |        | AccumulatedAmortization |   |         | Net
|(in thousands)              |  |                |        |                         |   |         |     |  |   |       
|Intangible assets           |  |                |        |                         |   |         |     |  |   |       
|Existing technology         |  | $              | 17,004 |                         | $ | (6,485  | )   |  | $ | 10,519
|Patents and core technology |  |                | 27,679 |                         |   | (8,513  | )   |  |   | 19,166
|Trade names and trademarks  |  |                | 2,451  |                         |   | (1,442  | )   |  |   | 1,009 
|Customer lists              |  |                | 11,647 |                         |   | (8,307  | )   |  |   | 3,340 
|Other                       |  |                | 2,944  |                         |   | (2,081  | )   |  |   | 863   
|                            |  |                |        |                         |   |         |     |  |   |       
|Total                       |  | $              | 61,725 |                         | $ | (26,828 | )   |  | $ | 34,897
|                            |  |                |        |                         |   |         |     |  |   |       



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VARIAN, INC. AND SUBSIDIARY COMPANIES



NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Continued)



|                            |  |                    |        |                         |   |          |     |  |   |       
|--------------------------- |  | ------------------ | ------ | ----------------------- | - | -------- | --- |  | - | ------
|                            |  | September 29, 2006
|                            |  | Gross              |        | AccumulatedAmortization |   |          | Net
|(in thousands)              |  |                    |        |                         |   |          |     |  |   |       
|Intangible assets           |  |                    |        |                         |   |          |     |  |   |       
|Existing technology         |  | $                  | 15,054 |                         | $ | (5,726   | )   |  | $ | 9,328 
|Patents and core technology |  |                    | 29,321 |                         |   | (6,573   | )   |  |   | 22,748
|Trade names and trademarks  |  |                    | 2,419  |                         |   | (1,209   | )   |  |   | 1,210 
|Customer lists              |  |                    | 11,325 |                         |   | (6,783   | )   |  |   | 4,542 
|Other                       |  |                    | 2,823  |                         |   | (1,508   | )   |  |   | 1,315 
|                            |  |                    |        |                         |   |          |     |  |   |       
|                            |  | $                  | 60,942 |                         | $ | (21,799) |     |  | $ | 39,143
|                            |  |                    |        |                         |   |          |     |  |   |       



Amortization expense
relating to intangible assets was $2.0 million and $4.3 million during the fiscal quarter and six months ended March 30, 2007, respectively. Amortization expense relating to intangible assets was $1.9 million and $3.7 million during the fiscal
quarter and six months ended March 31, 2006, respectively. At March 30, 2007, estimated amortization expense for the remainder of fiscal year 2007 and for each of the five succeeding fiscal years and thereafter was as follows:



|                                     |  |                              |       
|------------------------------------ |  | ---------------------------- | ------
|                                     |  | EstimatedAmortizationExpense
|(in thousands)                       |  |                              |       
|Six months ending September 28, 2007 |  | $                            | 4,274 
|Fiscal year 2008                     |  |                              | 7,021 
|Fiscal year 2009                     |  |                              | 5,953 
|Fiscal year 2010                     |  |                              | 5,459 
|Fiscal year 2011                     |  |                              | 3,148 
|Fiscal year 2012                     |  |                              | 2,331 
|Thereafter                           |  |                              | 6,711 
|                                     |  |                              |       
|Total                                |  | $                            | 34,897
|                                     |  |                              |       



Note
7.    Restructuring Activities



Between fiscal years 2003 and 2005, the Company committed to several restructuring plans in order to adjust its organizational structure, improve operational efficiencies and eliminate redundant or excess costs resulting from acquisitions
or dispositions during those periods.



The following table sets
forth changes in the Companys restructuring liability relating to the foregoing plans during the first and second quarters of fiscal year 2007:



|                                               |  |                  |      |   |                    |   |     |       |  |   |       |  
|---------------------------------------------- |  | ---------------- | ---- | - | ------------------ | - | --- | ----- |  | - | ----- | -
|                                               |  | Employee-Related |      |   | Facilities-Related |   |     | Total | 
|(in thousands)                                 |  |                  |      |   |                    |   |     |       |  |   |       |  
|Balance at September 29, 2006                  |  | $                | 233  |   |                    | $ | 818 |       |  | $ | 1,051 |  
|Charges                                        |  |                  | 115  |   |                    |   |    |       |  |   | 115   |  
|Cash payments                                  |  |                  | (166 | ) |                    |   | (35 | )     |  |   | (201  | )
|Foreign currency impacts and other adjustments |  |                  | 10   |   |                    |   |    |       |  |   | 10    |  
|                                               |  |                  |      |   |                    |   |     |       |  |   |       |  
|Balance at December 29, 2006                   |  |                  | 192  |   |                    |   | 783 |       |  |   | 975   |  
|Charges                                        |  |                  | 64   |   |                    |   |    |       |  |   | 64    |  
|Cash payments                                  |  |                  | (82  | ) |                    |   | (43 | )     |  |   | (125  | )
|Foreign currency impacts and other adjustments |  |                  | 2    |   |                    |   | 1   |       |  |   | 3     |  
|                                               |  |                  |      |   |                    |   |     |       |  |   |       |  
|Balance at March 30, 2007                      |  | $                | 176  |   |                    | $ | 741 |       |  | $ | 917   |  
|                                               |  |                  |      |   |                    |   |     |       |  |   |       |  



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VARIAN, INC. AND SUBSIDIARY COMPANIES



NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Continued)



Under these restructuring plans, the Company has incurred a total of $15.5 million in restructuring
expense and $3.4 million in other related costs which related primarily to employee retention and relocation costs and accelerated depreciation of assets disposed of upon the closure of facilities.



Note 8.    Warranty and Indemnification Obligations



Product Warranties. The Companys products are generally subject
to warranties. Liabilities for the estimated future costs of repair or replacement are established and charged to cost of sales at the time the related sale is recognized. The amount of liability to be recorded is based on managements best
estimates of future warranty costs after considering historical and projected product failure rates and product repair costs. Changes in the Companys estimated liability for product warranty during the six months ended March 30, 2007 and
March 31, 2006 were as follows:



|                              |  |                  |        |   |               |   |        |  
|----------------------------- |  | ---------------- | ------ | - | ------------- | - | ------ | -
|                              |  | Six Months Ended |       
|                              |  | March 30,2007    |        |   | March 31,2006 |  
|(in thousands)                |  |                  |        |   |               |   |        |  
|Beginning balance             |  | $                | 11,042 |   |               | $ | 10,723 |  
|Charges to costs and expenses |  |                  | 2,743  |   |               |   | 915    |  
|Warranty expenditures         |  |                  | (2,040 | ) |               |   | (1,308 | )
|                              |  |                  |        |   |               |   |        |  
|Ending balance                |  | $                | 11,745 |   |               | $ | 10,330 |  
|                              |  |                  |        |   |               |   |        |  



Indemnification
Obligations. FASB Interpretation No. (FIN) 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, requires a guarantor to recognize a liability
for and/or disclose obligations it has undertaken in relation to the issuance of the guarantee. Under this guidance, arrangements involving indemnification clauses are subject to the disclosure requirements of FIN 45 only.



The Company is subject to certain indemnification obligations to VMS
(formerly VAI) and VSEA in connection with the Instruments business as conducted by VAI prior to the Distribution (described in Note 2). These indemnification obligations cover a variety of aspects of the Companys business, including, but not
limited to, employee, tax, intellectual property, litigation and environmental matters. Certain of the agreements containing these indemnification obligations are disclosed as exhibits to the Companys Annual Report on Form 10-K. The estimated
fair value of these indemnification obligations is not considered to be material.



The Company is subject to certain indemnification obligations to Jabil Circuit, Inc. (Jabil) in connection with the Companys sale of its Electronics Manufacturing Business to Jabil. These
indemnification obligations cover certain aspects of the Companys conduct of the Electronics Manufacturing Business prior to its sale to Jabil, including, but not limited to, employee, tax, litigation and environmental matters. The agreement
containing these indemnification obligations is disclosed as an exhibit to the Companys Annual Report on Form 10-K. The estimated fair value of these indemnification obligations is not considered to be material.



The Companys By-Laws require it to indemnify its officers and
directors, as well as those who act as directors and officers of other entities at the request of the Company, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceedings
arising out of their services to the Company. In addition, the Company has entered into separate indemnity agreements with each director and officer that provide for indemnification of these directors and officers under certain circumstances. The
form of these indemnity agreements is disclosed as an exhibit to the Companys Annual



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VARIAN, INC. AND SUBSIDIARY COMPANIES



NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Continued)



Report on Form 10-K. The indemnification obligations are more fully described in these indemnity agreements and the Companys By-Laws. The Company
purchases insurance to cover claims or a portion of any claims made against its directors and officers. Since a maximum obligation is not explicitly stated in the Companys By-Laws or these indemnity agreements and will depend on the facts and
circumstances that arise out of any future claims, the overall maximum amount of the obligations cannot reasonably be estimated. Historically, the Company has not made payments related to these indemnification obligations and the estimated fair
value of these indemnification obligations is not considered to be material.



As is customary in the Companys industry and as provided for in local law in the U.S. and other jurisdictions, many of the Companys standard contracts provide remedies to customers and other third parties
with whom the Company enters into contracts, such as defense, settlement or payment of judgment for intellectual property claims related to the use of its products. From time to time, the Company also agrees to indemnify customers, suppliers,
contractors, lessors, lessees and others with whom it enters into contracts, against loss, expense and/or liability arising from various triggering events related to the sale and the use of the Companys products and services, the use of their
goods and services, the use of facilities and other matters covered by such contracts, usually up to a specified maximum amount. In addition, from time to time, the Company sometimes also agrees to indemnify these parties against claims related to
undiscovered liabilities, additional product liability or environmental obligations. Claims made under such indemnification obligations have been insignificant and the estimated fair value of these indemnification obligations is not considered to be
material.



Note 9.    Debt and Credit Facilities



Credit Facilities. As of March 30, 2007, the
Company and its subsidiaries had a total of $68.6 million in uncommitted and unsecured credit facilities for working capital purposes with interest rates to be established at the time of borrowing. No borrowings were outstanding under these credit
facilities as of March 30, 2007. Of the $68.6 million in uncommitted and unsecured credit facilities, a total of $42.0 million was limited for use by, or in favor of, certain subsidiaries at March 30, 2007, and a total of $17.0 million of
this $42.0 million was being utilized in the form of bank guarantees and short-term standby letters of credit. These guarantees and letters of credit related primarily to advance payments and deposits made to the Companys subsidiaries by
customers for which separate liabilities were recorded in the unaudited condensed consolidated financial statements at March 30, 2007. No amounts had been drawn by beneficiaries under these or any other outstanding guarantees or letters of
credit as of that date.



Long-term Debt. As of
March 30, 2007, the Company had $26.3 million in term loans outstanding with a U.S. financial institution, compared to $27.5 million at September 29, 2006. As of both March 30, 2007 and September 29, 2006, fixed interest rates on
the term loans ranged from 6.7% to 7.2%. The weighted-average interest rate on the term loans was 6.7% and 6.8% at March 30, 2007 and September 29, 2006, respectively. The term loans contain certain covenants that limit future borrowings
and the payment of cash dividends and require the maintenance of certain levels of working capital and operating results. The Company was in compliance with all restrictive covenants of the term loan agreements at March 30, 2007.



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##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Continued)



The following table summarizes future principal payments on borrowings under long-term debt
outstanding as of March 30, 2007:



|                                           |  |                               |       |              |      |       |      |   |      |  |      |       |            |   |   |  |   |       |  |   |       |  |   |       
|------------------------------------------ |  | ----------------------------- | ----- | ------------ | ---- | ----- | ---- | - | ---- |  | ---- | ----- | ---------- | - | - |  | - | ----- |  | - | ----- |  | - | ------
|                                           |  | Six MonthsEndingSept. 28,2007 |       | Fiscal Years |      | Total
|                                           |  |                               | 2008  |              | 2009 |       | 2010 |   | 2011 |  | 2012 |       | Thereafter |  
|(in thousands)                             |  |                               |       |              |      |       |      |   |      |  |      |       |            |   |   |  |   |       |  |   |       |  |   |       
|Long-term debt (including current portion) |  | $                             | 1,250 |              | $    | 6,250 |      | $ |     |  | $    | 6,250 |            | $ |  |  | $ | 6,250 |  | $ | 6,250 |  | $ | 26,250
|                                           |  |                               |       |              |      |       |      |   |      |  |      |       |            |   |   |  |   |       |  |   |       |  |   |       



Note
10.    Defined Benefit Pension Plans



Net Periodic Pension Cost. The components of net periodic pension cost relating to the Companys defined benefit pension plans follow:



|                                                                  |  |                      |      |   |                  |   |      |               |  |   |               |   |  |   |       |  
|----------------------------------------------------------------- |  | -------------------- | ---- | - | ---------------- | - | ---- | ------------- |  | - | ------------- | - |  | - | ----- | -
|                                                                  |  | Fiscal Quarter Ended |      |   | Six Months Ended |  
|                                                                  |  | March 30,2007        |      |   | March 31,2006    |   |      | March 30,2007 |  |   | March 31,2006 |  
|(in thousands)                                                    |  |                      |      |   |                  |   |      |               |  |   |               |   |  |   |       |  
|Service cost                                                      |  | $                    | 334  |   |                  | $ | 329  |               |  | $ | 668           |   |  | $ | 658   |  
|Interest cost                                                     |  |                      | 626  |   |                  |   | 527  |               |  |   | 1,252         |   |  |   | 1,054 |  
|Expected return on plan assets                                    |  |                      | (512 | ) |                  |   | (419 | )             |  |   | (1,024        | ) |  |   | (838  | )
|Amortization of prior service cost and actuarial gains and losses |  |                      | 111  |   |                  |   | 129  |               |  |   | 222           |   |  |   | 258   |  
|                                                                  |  |                      |      |   |                  |   |      |               |  |   |               |   |  |   |       |  
|Net periodic pension cost                                         |  | $                    | 559  |   |                  | $ | 566  |               |  | $ | 1,118         |   |  | $ | 1,132 |  
|                                                                  |  |                      |      |   |                  |   |      |               |  |   |               |   |  |   |       |  



Employer
Contributions. During the six months ended March 30, 2007, the Company made contributions totaling $0.7 million to its defined benefit pension plans. The Company currently anticipates contributing an additional $0.7 million to these plans
in the remaining six months of fiscal year 2007.



Note
11.    Contingencies



Environmental
Matters. The Companys operations are subject to various federal, state and local laws in the U.S. as well as laws in other countries regulating the discharge of materials into the environment or otherwise relating to the protection of the
environment. These regulations increase the costs and potential liabilities of the Companys operations. However, the Company does not currently anticipate that its compliance with these regulations will have a material effect on the
Companys capital expenditures, earnings or competitive position.



The Company and VSEA are each obligated (under the terms of the Distribution described in Note 2) to indemnify VMS for one-third of certain costs (after adjusting for any insurance proceeds and tax benefits recognized or realized by VMS for
such costs) relating to environmental matters. In that regard, VMS has been named by the U.S. Environmental Protection Agency or third parties as a potentially responsible party under the Comprehensive Environmental Response Compensation and
Liability Act of 1980, as amended, at nine sites where VAI is alleged to have shipped manufacturing waste for recycling, treatment, or disposal. In addition, VMS is overseeing and, as applicable, reimbursing third parties for environmental
investigation, monitoring and/or remediation activities, in most cases under the direction of, or in consultation with, federal, state and/or local agencies in the U.S. at certain current VMS or former VAI facilities. The Company and VSEA are each
obligated to indemnify VMS for one-third of these environmental investigation, monitoring and/or remediation costs (after adjusting for any insurance proceeds and taxes).



12



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VARIAN, INC. AND SUBSIDIARY COMPANIES



NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Continued)



For certain of these sites and facilities, various uncertainties make it difficult to assess the
likelihood and scope of further environmental-related activities or to estimate the future costs of such activities if undertaken. As of March 30, 2007, it was nonetheless estimated that the Companys share of the future exposure for
environmental-related costs for these sites and facilities ranged in the aggregate from $1.3 million to $2.6 million (without discounting to present value). The time frame over which these costs are expected to be incurred varies with each site and
facility, ranging up to approximately 14 years as of March 30, 2007. No amount in the foregoing range of estimated future costs is believed to be more probable of being incurred than any other amount in such range and the Company therefore had
an accrual of $1.3 million as of March 30, 2007.



As
to certain sites and facilities, sufficient knowledge has been gained to be able to better estimate the scope and certain costs of future environmental-related activities. As of March 30, 2007, it was estimated that the Companys share of
the future exposure for these environmental-related costs for these sites and facilities ranged in the aggregate from $3.3 million to $12.7 million (without discounting to present value). The time frame over which these costs are expected to be
incurred varies with each site and facility, ranging up to approximately 30 years as of March 30, 2007. As to each of these sites and facilities, it was determined that a particular amount within the range of certain estimated costs was a
better estimate of the future environmental-related cost than any other amount within the range and that the amount and timing of these future costs were reliably determinable. Together, these amounts totaled $6.1 million at March 30, 2007. The
Company therefore had an accrual of $4.1 million as of March 30, 2007, which represents the best estimate of its share of these future environmental-related costs discounted at 4%, net of inflation. This accrual is in addition to the $1.3
million described in the preceding paragraph.



An insurance
company has agreed to pay a portion of certain of VAIs (now VMS) future environmental-related costs for which the Company has an indemnification obligation and the Company therefore has a long-term receivable of $1.0 million
(discounted at 4%, net of inflation) in other assets as of March 30, 2007, for the Companys share of such recovery. The Company has not reduced any environmental-related liability in anticipation of recoveries from third parties.



The Company believes that its reserves for the foregoing and
other environmental-related matters are adequate, but as the scope of its obligation becomes more clearly defined, these reserves may be modified and related charges against or credits to earnings may be made. Although any ultimate liability arising
from environmental-related matters could result in significant expenditures that, if aggregated and assumed to occur within a single fiscal year, would be material to the Companys financial statements, the likelihood of such occurrence is
considered remote. Based on information currently available and its best assessment of the ultimate amount and timing of environmental-related events, the Company believes that the costs of environmental-related matters are not reasonably likely to
have a material adverse effect on the Companys financial condition or results of operations.



Legal Proceedings. The Company is involved in pending legal proceedings that are ordinary, routine and incidental to its business. While the
ultimate outcome of these legal matters is not determinable, the Company believes that these matters are not reasonably likely to have a material adverse effect on the Companys financial condition or results of operations.



Note 12.    Stockholders Equity and Stock Plans



Share-Based Compensation Expense. The Company accounts for
share-based awards in accordance with the provisions of SFAS 123(R), Share-Based Payment, which was adopted during the fiscal quarter ended December 30, 2005 using the modified prospective application method.



13



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VARIAN, INC. AND SUBSIDIARY COMPANIES



NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Continued)



The following table summarizes the amount of share-based compensation expense by award type as well
as the effect of this expense on net earnings and net earnings per share:



|                                                                                |  |                      |        |   |                  |   |        |               |  |   |               |   |  |   |        |  
|------------------------------------------------------------------------------- |  | -------------------- | ------ | - | ---------------- | - | ------ | ------------- |  | - | ------------- | - |  | - | ------ | -
|                                                                                |  | Fiscal Quarter Ended |        |   | Six Months Ended |  
|                                                                                |  | March 30,2007        |        |   | March 31,2006    |   |        | March 30,2007 |  |   | March 31,2006 |  
|(in thousands, except per share amounts)                                        |  |                      |        |   |                  |   |        |               |  |   |               |   |  |   |        |  
|Share-based compensation expense by award type:                                 |  |                      |        |   |                  |   |        |               |  |   |               |   |  |   |        |  
|Employee and non-employee director stock options                                |  | $                    | (1,902 | ) |                  | $ | (1,955 | )             |  | $ | (3,980        | ) |  | $ | (3,535 | )
|Employee stock purchase plan                                                    |  |                      | (308   | ) |                  |   | (176   | )             |  |   | (503          | ) |  |   | (437   | )
|Restricted (nonvested) stock                                                    |  |                      | (534   | ) |                  |   | (172   | )             |  |   | (1,106        | ) |  |   | (300   | )
|Non-employee director stock units                                               |  |                      | (125   | ) |                  |   | (150   | )             |  |   | (125          | ) |  |   | (150   | )
|                                                                                |  |                      |        |   |                  |   |        |               |  |   |               |   |  |   |        |  
|Total share-based compensation expense (effect on earnings before income taxes) |  |                      | (2,869 | ) |                  |   | (2,453 | )             |  |   | (5,714        | ) |  |   | (4,422 | )
|Effect on income tax expense                                                    |  |                      | 1,062  |   |                  |   | 858    |               |  |   | 2,085         |   |  |   | 1,572  |  
|                                                                                |  |                      |        |   |                  |   |        |               |  |   |               |   |  |   |        |  
|Effect on net earnings                                                          |  | $                    | (1,807 | ) |                  | $ | (1,595 | )             |  | $ | (3,629        | ) |  | $ | (2,850 | )
|                                                                                |  |                      |        |   |                  |   |        |               |  |   |               |   |  |   |        |  
|Effect on net earnings per share:                                               |  |                      |        |   |                  |   |        |               |  |   |               |   |  |   |        |  
|Basic                                                                           |  | $                    | (0.06  | ) |                  | $ | (0.05  | )             |  | $ | (0.12         | ) |  | $ | (0.09  | )
|                                                                                |  |                      |        |   |                  |   |        |               |  |   |               |   |  |   |        |  
|Diluted                                                                         |  | $                    | (0.06  | ) |                  | $ | (0.05  | )             |  | $ | (0.12         | ) |  | $ | (0.09  | )
|                                                                                |  |                      |        |   |                  |   |        |               |  |   |               |   |  |   |        |  



Share-based
compensation expenses have been included in the Companys unaudited condensed consolidated statement of earnings as follows:



|                                    |  |                      |       |                  |   |               |  |               |       |  |   |      
|----------------------------------- |  | -------------------- | ----- | ---------------- | - | ------------- |  | ------------- | ----- |  | - | -----
|                                    |  | Fiscal Quarter Ended |       | Six Months Ended
|                                    |  | March 30,2007        |       | March 31,2006    |   | March 30,2007 |  | March 31,2006
|(in thousands)                      |  |                      |       |                  |   |               |  |               |       |  |   |      
|Cost of sales                       |  | $                    | 111   |                  | $ | 108           |  | $             | 219   |  | $ | 197  
|Selling, general and administrative |  |                      | 2,632 |                  |   | 2,190         |  |               | 5,241 |  |   | 3,963
|Research and development            |  |                      | 126   |                  |   | 155           |  |               | 254   |  |   | 262  
|                                    |  |                      |       |                  |   |               |  |               |       |  |   |      
|Total                               |  | $                    | 2,869 |                  | $ | 2,453         |  | $             | 5,714 |  | $ | 4,422
|                                    |  |                      |       |                  |   |               |  |               |       |  |   |      



Stock Options.During the fiscal quarter ended March 30, 2007, the Company granted 25,000 stock options to non-employee directors having a weighted-average exercise price of $54.03 and an estimated grant date fair value (net of expected forfeitures) of $0.4
million. During the six months ended March 30, 2007, the Company granted 330,000 stock options to employees and non-employee directors having a weighted-average exercise price of $45.74 and an estimated grant date fair value (net of expected
forfeitures) of $4.4 million. During the fiscal quarter ended March 31, 2006, the Company granted 55,000 stock options to employees and non-employee directors having a weighted-average exercise price of $38.91, and an estimated grant date fair value
(net of expected forfeitures) of $0.7 million. During the six months ended March 31, 2006, the Company granted 533,000 stock options to employees and non-employee directors having a weighted-average exercise price of $41.82 and an estimated grant
date fair value (net of expected forfeitures) of $6.2 million.



As of March 30, 2007, the unrecorded deferred share-based compensation balance related to stock options was $6.8 million. This amount will be recognized as expense using the straight-line attribution method over an estimated
weighted-average amortization period of 1.3 years.



14



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##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Continued)



Employee Stock Purchase Plan.The Company maintains an Employee Stock Purchase Plan
(ESPP) under which eligible employees may purchase shares of its common stock, subject to certain conditions and limitations. During the fiscal quarter and six months ended March 30, 2007, employees purchased 29,000 shares for $1.1
million and 55,000 shares for $2.0 million, respectively, under the ESPP. During the fiscal quarter and six months ended March 31, 2006, employees purchased 36,000 shares for $1.1 million and 65,000 shares for $1.9 million, respectively, under
the ESPP. As of March 30, 2007, a total of 309,000 shares remained available for issuance under the ESPP.



Restricted (Nonvested) Stock.In December 2006 and November 2005, the Company granted under the Omnibus Stock Plan (OSP) 47,200 shares
and 27,500 shares, respectively, of restricted (nonvested) common stock to employees. The restricted stock granted during the first quarters of fiscal year 2007 and 2006 had an aggregate value of $2.1 million and $1.2 million, respectively,
representing the fair market value of the restricted shares on their grant dates. These amounts are being recognized by the Company as share-based compensation expense ratably over their respective three-year vesting periods. During the fiscal
quarter and six months ended March 30, 2007, the Company recognized $0.5 million and $1.1 million, respectively, in share-based compensation expense relating to restricted stock grants. During the fiscal quarter and six months ended
March 31, 2006, the Company recognized $0.2 million and $0.3 million, respectively, in share-based compensation expense relating to restricted stock grants.



As of March 30, 2007, there was $2.2 million of total unrecognized compensation expense related to restricted
share-based compensation arrangements granted under the OSP. This expense is expected to be recognized over a weighted-average period of 1.4 years.



Non-Employee Director Stock Units. Under the terms of the OSP, on the first business day following each annual meeting of the Companys
stockholders, each person then serving as a non-employee director is automatically granted stock units having an initial value of $25,000, which vest upon the directors termination of service as a director and are paid out (in shares) as soon
as possible thereafter. Each non-employee director who holds stock units will not have rights as a stockholder with respect to the shares issuable thereunder until such shares are paid out. The stock units are not transferable, except to the
non-employee directors designated beneficiary or estate in the event of his or her death. During the fiscal quarters ended March 30, 2007 and March 31, 2006, the Company granted stock units with an aggregate value of $125,000 and
$150,000, respectively, to non-employee directors and recognized the total value of $125,000 and $150,000, respectively, as share-based compensation expense at the time of grant in each of those respective periods.



Stock Repurchase Programs. In November 2005, the Companys Board
of Directors approved a stock repurchase program under which the Company was authorized to utilize up to $100 million to repurchase shares of its common stock. This repurchase program was effective through September 30, 2007. During the first
quarter of fiscal year 2007, the Company repurchased and retired 820,000 shares under this authorization at an aggregate cost of $37.1 million, which completed this repurchase program.



In January 2007, the Companys Board of Directors approved a new stock repurchase program under which the Company is
authorized to utilize up to $100 million to repurchase shares of its common stock. This repurchase program is effective through December 31, 2008. During the fiscal quarter ended March 30, 2007, the Company repurchased and retired 271,000
shares under this authorization at an aggregate cost of $14.9 million. As of March 30, 2007, the Company had remaining authorization to repurchase $85.1 million of its common stock under this program.



15



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##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Continued)



Note 13.    Net Earnings Per Share



Basic earnings per share are calculated based on net earnings and the
weighted-average number of shares of common stock outstanding during the reported period. Diluted earnings per share are calculated similarly, except that the weighted-average number of common shares outstanding during the period increased by the
number of additional shares of common stock that would have been outstanding if the dilutive potential shares of common stock had been issued. The dilutive effect of potential common stock (including outstanding stock options, ESPP shares,
restricted stock and non-employee director stock units) is reflected in diluted earnings per share by application of the treasury stock method, which includes consideration of share-based compensation as required by SFAS 123(R) in the fiscal
quarters and six months ended March 30, 2007 and March 31, 2006.



For the fiscal quarter and six months ended March 30, 2007, options to purchase 26,000 and 30,000 shares, respectively, with exercise prices that exceeded the average market prices for the respective periods were
excluded from the calculation of diluted earnings per share as their effect was anti-dilutive. For the fiscal quarter and six months ended March 31, 2006, options to purchase 675,000 and 659,000 shares, respectively, with exercise prices that
exceeded the average market prices for the respective periods were excluded from the calculation of diluted earnings per share as their effect was anti-dilutive.



Following is a reconciliation of weighted-average basic shares outstanding to weighted-average diluted shares outstanding:



|                                              |  |                      |  |                  |  |               |  |              
|--------------------------------------------- |  | -------------------- |  | ---------------- |  | ------------- |  | -------------
|                                              |  | Fiscal Quarter Ended |  | Six Months Ended
|                                              |  | March 30,2007        |  | March 31,2006    |  | March 30,2007 |  | March 31,2006
|(in thousands)                                |  |                      |  |                  |  |               |  |              
|Weighted-average basic shares outstanding     |  | 30,420               |  | 30,892           |  | 30,504        |  | 31,013       
|Net effect of dilutive potential common stock |  | 512                  |  | 520              |  | 452           |  | 636          
|                                              |  |                      |  |                  |  |               |  |              
|Weighted-average diluted shares outstanding   |  | 30,932               |  | 31,412           |  | 30,956        |  | 31,649       
|                                              |  |                      |  |                  |  |               |  |              



Note
14.    Industry Segments



The
Companys operations are grouped into two business segments: Scientific Instruments and Vacuum Technologies. The Scientific Instruments segment designs, develops, manufactures, markets, sells and services equipment and related software,
consumable products, accessories and services for a broad range of life science and industrial applications requiring identification, quantification and analysis of the composition or structure of liquids, solids or gases. The Vacuum Technologies
segment designs, develops, manufactures, markets, sells and services vacuum products and related accessories and services used to create, contain, control, measure and test vacuum environments in a broad range of life science and industrial
applications requiring ultra-clean or high-vacuum environments. These segments were determined in accordance with SFAS 131, Disclosures about Segments of an Enterprise and Related Information.



General corporate costs include shared costs of legal, tax, accounting,
treasury, insurance and other management costs. A portion of the indirect and common costs has been allocated to the segments through the use of estimates. Also, transactions between segments are accounted for at cost and are not included in sales.
Accordingly, the following information is provided for purposes of achieving an understanding of operations, but might not be indicative of the financial results of the reported segments were they independent organizations. In addition, comparisons
of the Companys operations to similar operations of other companies might not be meaningful.



16



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##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Continued)



|                        |  |                      |       |   |                  |   |       |               |  |   |               |   |  |   |       |  
|----------------------- |  | -------------------- | ----- | - | ---------------- | - | ----- | ------------- |  | - | ------------- | - |  | - | ----- | -
|                        |  | Sales                |       |   | Sales            |  
|                        |  | Fiscal Quarter Ended |       |   | Six Months Ended |  
|                        |  | March 30,2007        |       |   | March 31,2006    |   |       | March 30,2007 |  |   | March 31,2006 |  
|(in millions)           |  |                      |       |   |                  |   |       |               |  |   |               |   |  |   |       |  
|Scientific Instruments  |  | $                    | 190.3 |   |                  | $ | 171.4 |               |  | $ | 367.2         |   |  | $ | 332.7 |  
|Vacuum Technologies     |  |                      | 39.6  |   |                  |   | 38.2  |               |  |   | 80.7          |   |  |   | 72.7  |  
|                        |  |                      |       |   |                  |   |       |               |  |   |               |   |  |   |       |  
|Total industry segments |  | $                    | 229.9 |   |                  | $ | 209.6 |               |  | $ | 447.9         |   |  | $ | 405.4 |  
|                        |  |                      |       |   |                  |   |       |               |  |   |               |   |  |   |       |  
|                        |  |                     
|                        |  | Pretax Earnings      |       |   | Pretax Earnings  |  
|                        |  | Fiscal Quarter Ended |       |   | Six Months Ended |  
|                        |  | March 30,2007        |       |   | March 31,2006    |   |       | March 30,2007 |  |   | March 31,2006 |  
|(in millions)           |  |                      |       |   |                  |   |       |               |  |   |               |   |  |   |       |  
|Scientific Instruments  |  | $                    | 21.8  |   |                  | $ | 14.0  |               |  | $ | 40.7          |   |  | $ | 26.7  |  
|Vacuum Technologies     |  |                      | 7.6   |   |                  |   | 7.2   |               |  |   | 16.0          |   |  |   | 13.3  |  
|                        |  |                      |       |   |                  |   |       |               |  |   |               |   |  |   |       |  
|Total industry segments |  |                      | 29.4  |   |                  |   | 21.2  |               |  |   | 56.7          |   |  |   | 40.0  |  
|General corporate       |  |                      | (5.3  | ) |                  |   | (4.3  | )             |  |   | (9.7          | ) |  |   | (8.4  | )
|Interest income         |  |                      | 1.4   |   |                  |   | 0.9   |               |  |   | 2.6           |   |  |   | 2.0   |  
|Interest expense        |  |                      | (0.5  | ) |                  |   | (0.5  | )             |  |   | (1.0          | ) |  |   | (1.1  | )
|                        |  |                      |       |   |                  |   |       |               |  |   |               |   |  |   |       |  
|Total                   |  | $                    | 25.0  |   |                  | $ | 17.3  |               |  | $ | 48.6          |   |  | $ | 32.5  |  
|                        |  |                      |       |   |                  |   |       |               |  |   |               |   |  |   |       |  



Note
15.    Recent Accounting Pronouncements



In June 2006, the FASB issued FIN 48, Accounting for Uncertainty in Income TaxesAn Interpretation of FASB Statement No. 109, which addresses accounting for, and disclosure of, uncertain tax positions. FIN 48 clarifies the
accounting for uncertainty in income taxes recognized in the financial statements in accordance with SFAS 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN
48 is effective for fiscal years beginning after December 15, 2006. The Company is currently evaluating the requirements of FIN 48 and is not yet able to determine whether its adoption in the first quarter of fiscal year 2008 will have a
material impact on its financial condition or results of operations.



In September 2006, the SEC issued SAB 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. SAB 108 requires companies to evaluate the materiality of
identified unadjusted errors on each financial statement and related disclosures using both the rollover and the iron curtain approach. The rollover approach quantifies misstatements based on the amount of the error originating in the current year
income statement. The iron curtain approach quantifies misstatements based on the effects of correcting the misstatement existing in the balance sheet at the end of the current year, irrespective of the misstatements year of origin. Adjustment
of financial statements would be required if either approach resulted in a material misstatement. SAB 108 applies to annual financial statements for fiscal years ending after November 15, 2006. The Company does not expect the adoption of SAB
108 to have a material impact on its financial condition or results of operations.



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##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Continued)



In September 2006, the FASB issued SFAS 157, Fair Value Measurements. SFAS 157 defines
fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS 157 applies to previous accounting pronouncements that require or permit fair value
measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007. The Company does not expect the adoption of SFAS 157 to have a material impact on its financial condition or results of operations.



In September 2006, the FASB issued SFAS 158, Employers Accounting
for Defined Benefit Pension and Other Postretirement Plansan amendment of FASB Statements No. 87, 88, 106, and 132(R). SFAS 158 requires an employer to recognize the funded status of a defined benefit postretirement plan (other
than a multiemployer plan) as an asset or liability measured by the difference between the fair value of the plan assets and the benefit obligation. SFAS 158 also requires any unrecognized prior service costs and actuarial gains and losses to be
recognized as a component of accumulated other comprehensive income in stockholders equity. Under SFAS 158, the Company will be required to initially recognize the funded status of its defined benefit postretirement plans and to provide
additional required disclosures in the fourth quarter of fiscal year 2007. Based on valuations performed in fiscal year 2006, had the Company adopted the provisions of SFAS 158 in that period, the Companys defined benefit pension plan
liability would have increased by approximately $5.3 million and accumulated other comprehensive income would have decreased by approximately $3.6 million (net of taxes) as of September 29, 2006. The Company does not expect the adoption of SFAS
158 with respect to its other defined benefit postretirement plans to have a material impact on its financial condition or results of operations.



In February 2007, the FASB issued SFAS 159, The Fair Value Option for Financial Assets and Financial LiabilitiesIncluding an amendment of FASB
Statement 115, which provides companies with an option to measure eligible financial assets and liabilities in their entirety at fair value. The fair value option may be applied instrument by instrument, and may be applied only to entire
instruments. If a company elects the fair value option for an eligible item, changes in the items fair value must be reported as unrealized gains and losses in earnings at each subsequent reporting date. SFAS 159 is effective for fiscal
years beginning after November 15, 2007. The Company is evaluating the options provided under SFAS 159 and their potential impact on its financial condition and results of operations if implemented.



Note 16.    Subsequent Event



On April 24, 2007, the Company committed to a plan to combine and
optimize the development and assembly of most of its NMR and mass spectrometry products, to further centralize related administration and other functions and to reallocate certain resources toward more rapidly growing product lines and geographies.
As part of the plan, the Company will create an information rich detection (IRD) center in Walnut Creek, California, where NMR operations currently located in Palo Alto, California will be integrated with mass spectrometry operations
already located in Walnut Creek. The Company will invest in a new 45,000 square foot building and a substantial remodel of an existing building there to house the IRD center.



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##### Table of Contents

|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------



Caution Regarding Forward-Looking Statements



Throughout this Report, and particularly in this Item 2Managements Discussion and Analysis of Financial
Condition and Results of Operations, there are forward-looking statements that are based upon our current expectations, estimates, and projections, and that reflect our beliefs and assumptions based upon information available to us at the date
of this Report. In some cases, you can identify these statements by words such as may, might, will, should, expects, plans, anticipates, believes,
estimates, predicts, potential, or continue, and other similar terms. These forward-looking statements include those relating to anticipated capital expenditures.



We caution investors that forward-looking statements are only predictions,
based upon our current expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and assumptions that are difficult to predict. Our actual results,
performance or achievements could differ materially from those expressed or implied by the forward-looking statements. Some of the important factors that could cause our results to differ are discussed in Item 1ARisk Factors in our
Annual Report on Form 10-K for the fiscal year ended September 29, 2006. We encourage you to read that section carefully.



Other risks and uncertainties that could cause actual results to differ materially from those in our forward-looking statements include, but are not
limited to, the following: whether we will succeed in new product development, release, commercialization, performance and acceptance; whether we can achieve continued growth in sales for industrial applications and/or renewed growth in sales for
life science applications; whether we can achieve continued sales growth in Europe and Asia Pacific and/or renewed growth in sales in the U.S.; risks arising from the timing of shipments, installations and the recognition of revenues on certain
magnetic resonance (MR) products, including nuclear magnetic resonance (NMR), MR imaging and fourier-transform mass spectrometry (FTMS) systems and superconducting magnets; the impact of shifting product mix on
profit margins; competitive products and pricing; economic conditions in our product and geographic markets; whether we will see continued and timely delivery of key raw materials and components by suppliers; foreign currency fluctuations that could
adversely impact revenue growth and earnings; whether we will see sustained or improved market investment in capital equipment; whether we will see reduced demand from customers that operate in cyclical industries; the impact of any delay or
reduction in government funding for research; our ability to successfully evaluate, negotiate and integrate acquisitions; the actual costs, timing and benefits of restructuring and other efficiency improvement activities; the timing and amount of
discrete tax events; the timing and amount of stock-based compensation expense; and other risks detailed from time to time in our filings with the U.S. Securities and Exchange Commission (the SEC). We disclaim any intent or obligation to
update publicly any forward-looking statements, whether in response to new information, future events or otherwise.



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##### Table of Contents

Results of Operations



Second Quarter of Fiscal Year 2007 Compared to Second Quarter of Fiscal Year 2006



Segment Results



Our operations are grouped into two reportable business segments: Scientific Instruments and Vacuum Technologies. The following table presents comparisons
of our sales and operating earnings for each of those segments and in total for the second quarters of fiscal years 2007 and 2006:



|                               |  |                      |       |   |               |       |   |                    |   |       |           |  |       |   |  |   |      |   |  |       |  
|------------------------------ |  | -------------------- | ----- | - | ------------- | ----- | - | ------------------ | - | ----- | --------- |  | ----- | - |  | - | ---- | - |  | ----- | -
|                               |  | Fiscal Quarter Ended |       |   |               |       |   |                    |  
|                               |  | March 30,2007        |       |   | March 31,2006 |       |   | Increase(Decrease) |  
|                               |  | $                    |       |   | % ofSales     |       |   | $                  |   |       | % ofSales |  |       | $ |  |   | %    |  
|(dollars in millions)          |  |                      |       |   |               |       |   |                    |   |       |           |  |       |   |  |   |      |   |  |       |  
|Sales by Segment:              |  |                      |       |   |               |       |   |                    |   |       |           |  |       |   |  |   |      |   |  |       |  
|Scientific Instruments         |  | $                    | 190.3 |   |               | 82.8  | % |                    | $ | 171.4 |           |  | 81.8  | % |  | $ | 18.9 |   |  | 11.0  | %
|Vacuum Technologies            |  |                      | 39.6  |   |               | 17.2  |   |                    |   | 38.2  |           |  | 18.2  |   |  |   | 1.4  |   |  | 3.7   |  
|                               |  |                      |       |   |               |       |   |                    |   |       |           |  |       |   |  |   |      |   |  |       |  
|Total company                  |  | $                    | 229.9 |   |               | 100.0 | % |                    | $ | 209.6 |           |  | 100.0 | % |  | $ | 20.3 |   |  | 9.7   | %
|                               |  |                      |       |   |               |       |   |                    |   |       |           |  |       |   |  |   |      |   |  |       |  
|Operating Earnings by Segment: |  |                      |       |   |               |       |   |                    |   |       |           |  |       |   |  |   |      |   |  |       |  
|Scientific Instruments         |  | $                    | 21.8  |   |               | 11.4  | % |                    | $ | 14.0  |           |  | 8.2   | % |  | $ | 7.8  |   |  | 55.5  | %
|Vacuum Technologies            |  |                      | 7.6   |   |               | 19.3  |   |                    |   | 7.2   |           |  | 18.9  |   |  |   | 0.4  |   |  | 5.9   |  
|                               |  |                      |       |   |               |       |   |                    |   |       |           |  |       |   |  |   |      |   |  |       |  
|Total segments                 |  |                      | 29.4  |   |               | 12.8  |   |                    |   | 21.2  |           |  | 10.1  |   |  |   | 8.2  |   |  | 38.7  |  
|General corporate              |  |                      | (5.3  | ) |               | (2.3  | ) |                    |   | (4.3  | )         |  | (2.0  | ) |  |   | (1.0 | ) |  | (22.9 | )
|                               |  |                      |       |   |               |       |   |                    |   |       |           |  |       |   |  |   |      |   |  |       |  
|Total company                  |  | $                    | 24.1  |   |               | 10.5  | % |                    | $ | 16.9  |           |  | 8.1   | % |  | $ | 7.2  |   |  | 42.7  | %
|                               |  |                      |       |   |               |       |   |                    |   |       |           |  |       |   |  |   |      |   |  |       |  



Scientific
Instruments. The increase in Scientific Instruments sales was primarily attributable to higher sales volume of our analytical instruments and was driven by strong demand for industrial applications.



Scientific Instruments operating earnings for the second quarter of fiscal
year 2007 include restructuring and other related costs of $0.1 million, acquisition-related intangible amortization of $2.0 million, share-based compensation expense of $0.8 million, and amortization of $0.2 million related to inventory written up
in connection with the acquisition of IonSpec Corporation (IonSpec). In comparison, Scientific Instruments operating earnings for the second quarter of fiscal year 2006 include restructuring and other related costs of $0.2 million,
acquisition-related intangible amortization of $1.9 million, share-based compensation expense of $0.8 million, and amortization of $1.4 million related to inventory written up in connection with the acquisitions of Magnex Scientific Limited
(Magnex) in November 2004 and PL International Limited (Polymer Labs) in November 2005. Excluding the impact of these items, the increase in operating earnings as a percentage of sales resulted primarily from sales volume
leverage (as the higher sales volume improved the absorption rate of fixed and semi-variable costs), a favorable mix shift toward higher-margin products including mass spectrometers and lower-field NMR systems and away from lower-margin high-field
NMR systems, and efficiency improvements impacting selling, general and administrative expenses. In addition, Scientific Instruments operating margins in the prior-year quarter were negatively impacted by approximately 40 basis points as a result of
integration activities related to the then-recent Polymer Labs and IonSpec acquisitions.



Vacuum Technologies. Vacuum Technologies sales increased slightly due to higher sales volume, with increases into both life science and industrial applications.



Vacuum Technologies operating earnings for the second quarters of fiscal year
2007 and 2006 include the impact of share-based compensation expense of $0.1 million and $0.3 million, respectively. Excluding the impact of these items, Vacuum Technologies operating earnings were flat as a percentage of sales.



20



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##### Table of Contents

Consolidated Results



The following table presents comparisons of our sales and other selected consolidated financial results for the second quarters of fiscal years 2007 and
2006:



|                                             |  |                      |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |      |  
|-------------------------------------------- |  | -------------------- | ----- | - | ------------- | ----- | - | ------------------- | - | ----- | --------- |  | ----- | - |  | - | ---- | - |  | ---- | -
|                                             |  | Fiscal Quarter Ended |       |   |               |       |   |                     |  
|                                             |  | March 30,2007        |       |   | March 31,2006 |       |   | Increase (Decrease) |  
|                                             |  | $                    |       |   | % ofSales     |       |   | $                   |   |       | % ofSales |  |       | $ |  |   | %    |  
|(dollars in millions, except per share data) |  |                      |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |      |  
|Sales                                        |  | $                    | 229.9 |   |               | 100.0 | % |                     | $ | 209.6 |           |  | 100.0 | % |  | $ | 20.3 |   |  | 9.7  | %
|                                             |  |                      |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |      |  
|Gross profit                                 |  |                      | 105.5 |   |               | 45.9  |   |                     |   | 92.9  |           |  | 44.4  |   |  |   | 12.6 |   |  | 13.5 |  
|                                             |  |                      |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |      |  
|Operating expenses:                          |  |                      |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |      |  
|Selling, general and administrative          |  |                      | 65.3  |   |               | 28.4  |   |                     |   | 61.3  |           |  | 29.3  |   |  |   | 4.0  |   |  | 6.4  |  
|Research and development                     |  |                      | 16.1  |   |               | 7.0   |   |                     |   | 14.7  |           |  | 7.0   |   |  |   | 1.4  |   |  | 9.7  |  
|                                             |  |                      |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |      |  
|Total operating expenses                     |  |                      | 81.4  |   |               | 35.4  |   |                     |   | 76.0  |           |  | 36.3  |   |  |   | 5.4  |   |  | 7.0  |  
|                                             |  |                      |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |      |  
|Operating earnings                           |  |                      | 24.1  |   |               | 10.5  |   |                     |   | 16.9  |           |  | 8.1   |   |  |   | 7.2  |   |  | 42.6 |  
|Interest income                              |  |                      | 1.4   |   |               | 0.6   |   |                     |   | 0.9   |           |  | 0.4   |   |  |   | 0.5  |   |  | 55.4 |  
|Interest expense                             |  |                      | (0.5  | ) |               | (0.2  | ) |                     |   | (0.5  | )         |  | (0.2  | ) |  |   |     |   |  |     |  
|Income tax expense                           |  |                      | (8.7  | ) |               | (3.8  | ) |                     |   | (6.1  | )         |  | (2.9  | ) |  |   | (2.6 | ) |  | 44.8 |  
|                                             |  |                      |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |      |  
|Net earnings                                 |  | $                    | 16.3  |   |               | 7.1   | % |                     | $ | 11.2  |           |  | 5.4   | % |  | $ | 5.1  |   |  | 44.8 | %
|                                             |  |                      |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |      |  
|Net earnings per diluted share               |  | $                    | 0.53  |   |               |       |   |                     | $ | 0.36  |           |  |       |   |  | $ | 0.17 |   |  |      |  
|                                             |  |                      |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |      |  



Sales. As
discussed under the heading Segment Results above, sales by the Scientific Instruments and Vacuum Technologies segments in the second quarter of fiscal year 2007 increased by 11.0% and 3.7%, respectively, compared to the prior-year quarter.
On a consolidated basis, sales grew 9.7% in the second quarter of fiscal year 2007 compared to the second quarter of fiscal year 2006, with the increase driven by strong demand for industrial applications. Our factories executed particularly well
with respect to converting orders to sales, which also contributed to the sales increase in the second quarter of fiscal year 2007.



For geographic reporting purposes, we use four regionsNorth America (excluding Mexico), Europe (including the Middle East and Africa), Asia Pacific
(including India) and Latin America (including Mexico). Sales by geographic region in the second quarters of fiscal years 2007 and 2006 were as follows:



|                            |  |                      |       |           |               |   |   |                     |           |  |       |   |  |   |      |   |  |      |   
|--------------------------- |  | -------------------- | ----- | --------- | ------------- | - | - | ------------------- | --------- |  | ----- | - |  | - | ---- | - |  | ---- | --
|                            |  | Fiscal Quarter Ended |       |           |               |   |   |                     |          
|                            |  | March 30,2007        |       |           | March 31,2006 |   |   | Increase (Decrease) |          
|                            |  | $                    |       | % ofSales |               |   | $ |                     | % ofSales |  |       | $ |  |   | %    |  
|(dollars in millions)       |  |                      |       |           |               |   |   |                     |           |  |       |   |  |   |      |   |  |      |   
|Sales by Geographic Region: |  |                      |       |           |               |   |   |                     |           |  |       |   |  |   |      |   |  |      |   
|North America               |  | $                    | 71.1  |           | 30.9          | % |   | $                   | 78.4      |  | 37.4  | % |  | $ | (7.3 | ) |  | (9.4 | )%
|Europe                      |  |                      | 94.6  |           | 41.2          |   |   |                     | 75.5      |  | 36.0  |   |  |   | 19.1 |   |  | 25.4 |   
|Asia Pacific                |  |                      | 50.1  |           | 21.8          |   |   |                     | 45.9      |  | 21.9  |   |  |   | 4.2  |   |  | 9.2  |   
|Latin America               |  |                      | 14.1  |           | 6.1           |   |   |                     | 9.8       |  | 4.7   |   |  |   | 4.3  |   |  | 44.2 |   
|                            |  |                      |       |           |               |   |   |                     |           |  |       |   |  |   |      |   |  |      |   
|Total company               |  | $                    | 229.9 |           | 100.0         | % |   | $                   | 209.6     |  | 100.0 | % |  | $ | 20.3 |   |  | 9.7  | % 
|                            |  |                      |       |           |               |   |   |                     |           |  |       |   |  |   |      |   |  |      |   



The increases in sales
in Europe, Asia Pacific and Latin America were primarily attributable to stronger demand across a broad range of our Scientific Instruments products. To a lesser extent, higher sales of Vacuum Technologies products also contributed to the increase
in Europe.



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The reduction in sales in North America was primarily due to a general trend in many industries of
manufacturing moving out of the U.S. for cost and tax reasons and softness in demand from pharmaceutical companies in the U.S., which was in part due to consolidations and a shift in pharmaceutical research and manufacturing to the Asia Pacific
region. While both of these trends negatively impacted sales in North America in the second quarter of fiscal year 2007, they probably benefited the Company in Asia Pacific. The softness in North America sales also related to a
slower-than-normal release of U.S. government funding impacting the second quarter of fiscal year 2007.



In addition to the factors described above, the decrease in North American sales was more pronounced and the increase in Asia Pacific sales was less
pronounced due to the timing of sales of certain low-volume, high-selling price MR products. We do not consider these geographic shifts to be indicative of any particular trend for MR products as a whole, but rather to be reflective of the
variability in results that these low-volume, high-selling price MR products can create. Excluding these items, sales in North America decreased 4.4% and sales in Asia Pacific increased 19.6% compared to the prior-year quarter.



Gross Profit. Gross profit for the second quarter of fiscal year
2007 reflects the impact of $1.3 million in amortization expense relating to acquisition-related intangible assets, $0.2 million in amortization expense related to inventory written up in connection with the IonSpec acquisition and share-based
compensation expense of $0.1 million. In comparison, gross profit for the second quarter of fiscal year 2006 reflects the impact of $1.1 million in amortization expense relating to acquisition-related intangible assets, $1.4 million in
amortization expense related to inventory written up in connection with the Polymer Labs and Magnex acquisitions and share-based compensation expense of $0.1 million. Excluding the impact of these items, the gross profit percentage increased
primarily as a result of sales volume leverage and a favorable mix shift toward higher-margin products including mass spectrometers and lower-field NMR systems and away from lower-margin high-field NMR systems.



Selling, General and Administrative. Selling, general and
administrative expenses for the second quarter of fiscal year 2007 included $0.7 million in amortization expense relating to acquisition-related intangible assets, $0.1 million in restructuring and other related costs and $2.6 million in share-based
compensation expense. In comparison, selling, general and administrative expenses for the second quarter of fiscal year 2006 included $0.2 million in restructuring and other related costs, $0.8 million in acquisition-related intangible
amortization and $2.2 million in share-based compensation expense. Excluding the impact of these items, selling, general and administrative expenses were lower as a percentage of sales in the second quarter of fiscal year 2007 primarily as a result
of sales volume leverage and efficiency improvements resulting from cost reduction activities in the sales and marketing organization.



Research and Development. Research and development expenses for the second quarters of fiscal year 2007 and fiscal year 2006 reflect the
impact of share-based compensation expense of $0.1 million and $0.2 million, respectively. Excluding the impact of these items, research and development expenses were relatively flat as a percentage of sales. The increase in research and development
expenses in absolute dollars resulted primarily from the acquisition of IonSpec in the second quarter of fiscal year 2006 and higher spending on new product development for primarily information rich detection products.



Restructuring Activities. Between fiscal years 2003 and
2005, the Company committed to several restructuring plans in order to adjust its organizational structure, improve operational efficiencies and eliminate redundant or excess costs resulting from acquisitions or dispositions during those periods.



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The following table sets forth changes in the Companys restructuring liability relating to the
foregoing plans during the second quarter of fiscal year 2007:



|                                               |  |                  |     |   |                    |   |     |       |  |   |      |  
|---------------------------------------------- |  | ---------------- | --- | - | ------------------ | - | --- | ----- |  | - | ---- | -
|                                               |  | Employee-Related |     |   | Facilities-Related |   |     | Total | 
|(in thousands)                                 |  |                  |     |   |                    |   |     |       |  |   |      |  
|Balance at December 29, 2006                   |  | $                | 192 |   |                    | $ | 783 |       |  | $ | 975  |  
|Charges                                        |  |                  | 64  |   |                    |   |    |       |  |   | 64   |  
|Cash payments                                  |  |                  | (82 | ) |                    |   | (43 | )     |  |   | (125 | )
|Foreign currency impacts and other adjustments |  |                  | 2   |   |                    |   | 1   |       |  |   | 3    |  
|                                               |  |                  |     |   |                    |   |     |       |  |   |      |  
|Balance at March 30, 2007                      |  | $                | 176 |   |                    | $ | 741 |       |  | $ | 917  |  
|                                               |  |                  |     |   |                    |   |     |       |  |   |      |  



Under these
restructuring plans, the Company has incurred a total of $15.5 million in restructuring expense and $3.4 million in other related costs which related primarily to employee retention and relocation costs and accelerated depreciation of assets
disposed of upon the closure of facilities.



Net
Earnings. Net earnings for the second quarter of fiscal year 2007 reflect the impact of $2.9 million in share-based compensation expense, $2.0 million in acquisition-related intangible amortization, $0.1 million in restructuring and other
related costs and $0.2 million in amortization related to inventory written up in connection with recent acquisitions. Net earnings for the second quarter of fiscal year 2006 reflect the impact of $2.5 million in share-based compensation expense,
$1.9 million in acquisition-related intangible amortization, $1.4 million in amortization related to inventory written up in connection with recent acquisitions and $0.2 million in restructuring and other related costs. Excluding the impact of
these items, the increase in net earnings in the second quarter of fiscal year 2007 resulted primarily from higher sales volume, improved gross profit margins and lower operating expenses as a percentage of sales.



Subsequent Event. On April 24, 2007, we committed to a plan to
combine and optimize the development and assembly of most of our NMR and mass spectrometry products, to further centralize related administration and other functions and to reallocate certain resources toward more rapidly growing product lines and
geographies. As part of the plan, we will create an information rich detection (IRD) center in Walnut Creek, California, where NMR operations currently located in Palo Alto, California will be integrated with mass spectrometry operations
already located in Walnut Creek. Merging our IRD talent base into this single location will capitalize on our strength in NMR and mass spectrometry, and enhance our ability to develop innovative IRD solutions that are more powerful, complementary,
routine and user friendly. Underscoring our commitment to IRD and the benefits that a combined location and organization will provide, we will invest in a new 45,000 square foot building and a substantial remodel of an existing building there to
house the IRD center. Upon its completion, the plan is expected to result in certain operational improvements and efficiencies, which we anticipate will result in a reduction of our overall cost structure.



Restructuring and other related costs expected to be incurred associated with
the actions described above are currently estimated to be between $9.5 million and $14.5 million, of which between $3.5 million and $5.0 million is expected to be recorded in the second half of fiscal year 2007. Substantially all of these costs are
expected to be recorded and settled beginning in the third quarter of fiscal year 2007 through the second quarter of fiscal year 2009.



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##### Table of Contents



First Six Months of Fiscal Year 2007
Compared to First Six Months of Fiscal Year 2006



Segment Results



The following table presents
comparisons of our sales and operating earnings for each of our Scientific Instruments and Vacuum Technologies segments and in total for the first six months of fiscal years 2007 and 2006:



|                               |  |                  |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|------------------------------ |  | ---------------- | ----- | - | ------------- | ----- | - | ------------------- | - | ----- | --------- |  | ----- | - |  | - | ---- | - |  | ----- | -
|                               |  | Six Months Ended |       |   |               |       |   |                     |  
|                               |  | March 30,2007    |       |   | March 31,2006 |       |   | Increase (Decrease) |  
|                               |  | $                |       |   | % ofSales     |       |   | $                   |   |       | % ofSales |  |       | $ |  |   | %    |  
|(dollars in millions)          |  |                  |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|Sales by Segment:              |  |                  |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|Scientific Instruments         |  | $                | 367.2 |   |               | 82.0  | % |                     | $ | 332.7 |           |  | 82.1  | % |  | $ | 34.5 |   |  | 10.4  | %
|Vacuum Technologies            |  |                  | 80.7  |   |               | 18.0  |   |                     |   | 72.7  |           |  | 17.9  |   |  |   | 8.0  |   |  | 11.0  |  
|                               |  |                  |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|Total company                  |  | $                | 447.9 |   |               | 100.0 | % |                     | $ | 405.4 |           |  | 100.0 | % |  | $ | 42.5 |   |  | 10.5  | %
|                               |  |                  |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|Operating Earnings by Segment: |  |                  |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|Scientific Instruments         |  | $                | 40.7  |   |               | 11.1  | % |                     | $ | 26.7  |           |  | 8.0   | % |  | $ | 14.0 |   |  | 52.5  | %
|Vacuum Technologies            |  |                  | 16.0  |   |               | 19.9  |   |                     |   | 13.3  |           |  | 18.3  |   |  |   | 2.7  |   |  | 20.4  |  
|                               |  |                  |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|Total segments                 |  |                  | 56.7  |   |               | 12.7  |   |                     |   | 40.0  |           |  | 9.9   |   |  |   | 16.7 |   |  | 41.8  |  
|General corporate              |  |                  | (9.7  | ) |               | (2.2  | ) |                     |   | (8.4  | )         |  | (2.1  | ) |  |   | (1.3 | ) |  | (14.9 | )
|                               |  |                  |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|Total company                  |  | $                | 47.0  |   |               | 10.5  | % |                     | $ | 31.6  |           |  | 7.8   | % |  | $ | 15.4 |   |  | 49.0  | %
|                               |  |                  |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  



Scientific
Instruments. The increase in Scientific Instruments sales was primarily attributable to higher sales volume, in particular from mass spectrometers and other analytical instruments. Sales into industrial applications increased strongly, while
sales into life science applications increased slightly. Scientific Instruments revenues for the first six months of fiscal year 2006 do not include sales for the full period from Polymer Labs, which was acquired in November 2005. Excluding the
impact of Polymer Labs, Scientific Instruments sales in the first six months of fiscal year 2007 increased by approximately 9% compared to the first six months of fiscal year 2006.



Scientific Instruments operating earnings for the first six months of fiscal year 2007 include restructuring and other
related costs of $0.2 million, acquisition-related intangible amortization of $4.2 million, share-based compensation expense of $1.9 million and amortization of $0.5 million related to inventory written up in connection with the acquisition of
IonSpec. In comparison, Scientific Instruments operating earnings for the first six months of fiscal year 2006 include restructuring and other related costs of $0.2 million, an in-process research and development charge of $0.8 million relating to
the acquisition of Polymer Labs, acquisition-related intangible amortization of $3.6 million, share-based compensation expense of $1.8 million and amortization of $3.3 million related to inventory written up in connection with the acquisitions of
Magnex in November 2004 and Polymer Labs in November 2005. Excluding the impact of these items, the increase in operating earnings as a percentage of sales resulted primarily from sales volume leverage, a favorable mix shift toward higher-margin
products including mass spectrometers and consumables and the transition to internally sourced magnets for MR products.



Vacuum Technologies. Vacuum Technologies sales increased primarily as a result of higher sales volume, with growth into both life science and
industrial applications.



Vacuum Technologies operating
earnings for the first six months of fiscal year 2007 and 2006 include the impact of share-based compensation expense of $0.9 million and $0.5 million, respectively. Excluding the impact of these items, the increase in Vacuum Technologies operating
earnings as a percentage of sales was primarily attributable to sales volume leverage.



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##### Table of Contents

Consolidated Results



The following table presents comparisons of our sales and other selected consolidated financial results for the first six months of fiscal years 2007 and
2006:



|                                              |  |                  |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |        |  
|--------------------------------------------- |  | ---------------- | ----- | - | ------------- | ----- | - | ------------------- | - | ----- | --------- |  | ----- | - |  | - | ---- | - |  | ------ | -
|                                              |  | Six Months Ended |       |   |               |       |   |                     |  
|                                              |  | March 30,2007    |       |   | March 31,2006 |       |   | Increase (Decrease) |  
|                                              |  | $                |       |   | % ofSales     |       |   | $                   |   |       | % ofSales |  |       | $ |  |   | %    |  
|(dollars in millions, except per share data)  |  |                  |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |        |  
|Sales                                         |  | $                | 447.9 |   |               | 100.0 | % |                     | $ | 405.4 |           |  | 100.0 | % |  | $ | 42.5 |   |  | 10.5   | %
|                                              |  |                  |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |        |  
|Gross profit                                  |  |                  | 205.2 |   |               | 45.8  |   |                     |   | 178.9 |           |  | 44.1  |   |  |   | 26.3 |   |  | 14.7   |  
|                                              |  |                  |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |        |  
|Operating expenses:                           |  |                  |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |        |  
|Selling, general and administrative           |  |                  | 126.5 |   |               | 28.2  |   |                     |   | 117.9 |           |  | 29.1  |   |  |   | 8.6  |   |  | 7.2    |  
|Research and development                      |  |                  | 31.7  |   |               | 7.1   |   |                     |   | 28.6  |           |  | 7.1   |   |  |   | 3.1  |   |  | 10.8   |  
|Purchased in-process research and development |  |                  |      |   |               |      |   |                     |   | 0.8   |           |  | 0.2   |   |  |   | (0.8 | ) |  | (100.0 | )
|                                              |  |                  |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |        |  
|Total operating expenses                      |  |                  | 158.2 |   |               | 35.3  |   |                     |   | 147.3 |           |  | 36.3  |   |  |   | 10.9 |   |  | 7.4    |  
|                                              |  |                  |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |        |  
|Operating earnings                            |  |                  | 47.0  |   |               | 10.5  |   |                     |   | 31.6  |           |  | 7.8   |   |  |   | 15.4 |   |  | 49.0   |  
|Interest income                               |  |                  | 2.6   |   |               | 0.6   |   |                     |   | 2.0   |           |  | 0.5   |   |  |   | 0.6  |   |  | 33.5   |  
|Interest expense                              |  |                  | (1.0  | ) |               | (0.2  | ) |                     |   | (1.0  | )         |  | (0.3  | ) |  |   |     |   |  |       |  
|Income tax expense                            |  |                  | (17.0 | ) |               | (3.8  | ) |                     |   | (11.6 | )         |  | (2.8  | ) |  |   | (5.4 | ) |  | 46.8   |  
|                                              |  |                  |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |        |  
|Net earnings                                  |  | $                | 31.6  |   |               | 7.1   | % |                     | $ | 21.0  |           |  | 5.2   | % |  | $ | 10.6 |   |  | 51.4   | %
|                                              |  |                  |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |        |  
|Net earnings per diluted share                |  | $                | 1.02  |   |               |       |   |                     | $ | 0.66  |           |  |       |   |  | $ | 0.36 |   |  |        |  
|                                              |  |                  |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |        |  



Sales. As
discussed under the heading Segment Results above, sales by the Scientific Instruments and Vacuum Technologies segments in the first six months of fiscal year 2007 increased by 10.4% and 11.0%, respectively, compared to the first six months
of fiscal year 2006. On a consolidated basis, sales grew 10.5% in the first six months of fiscal year 2007, with strong growth into industrial applications and modest growth into life science applications. Revenues for the first six months of fiscal
year 2006 do not include sales for the full six months from Polymer Labs, which was acquired in November 2005. Excluding the impact of Polymer Labs, sales in the first six months of fiscal year 2007 increased by approximately 10% compared to the
first six months of fiscal year 2006.



Sales by geographic
region in the first six months of fiscal years 2007 and 2006 were as follows:



|                            |  |                  |       |           |               |   |   |                    |           |  |       |   |  |   |       |   |  |      |   
|--------------------------- |  | ---------------- | ----- | --------- | ------------- | - | - | ------------------ | --------- |  | ----- | - |  | - | ----- | - |  | ---- | --
|                            |  | Six Months Ended |       |           |               |   |   |                    |          
|                            |  | March 30,2007    |       |           | March 31,2006 |   |   | Increase(Decrease) |          
|                            |  | $                |       | % ofSales |               |   | $ |                    | % ofSales |  |       | $ |  |   | %     |  
|(dollars in millions)       |  |                  |       |           |               |   |   |                    |           |  |       |   |  |   |       |   |  |      |   
|Sales by Geographic Region: |  |                  |       |           |               |   |   |                    |           |  |       |   |  |   |       |   |  |      |   
|North America               |  | $                | 145.7 |           | 32.5          | % |   | $                  | 159.2     |  | 39.3  | % |  | $ | (13.5 | ) |  | (8.5 | )%
|Europe                      |  |                  | 188.7 |           | 42.1          |   |   |                    | 150.0     |  | 37.0  |   |  |   | 38.7  |   |  | 25.8 |   
|Asia Pacific                |  |                  | 91.2  |           | 20.4          |   |   |                    | 76.7      |  | 18.9  |   |  |   | 14.5  |   |  | 18.9 |   
|Latin America               |  |                  | 22.3  |           | 5.0           |   |   |                    | 19.5      |  | 4.8   |   |  |   | 2.8   |   |  | 14.4 |   
|                            |  |                  |       |           |               |   |   |                    |           |  |       |   |  |   |       |   |  |      |   
|Total company               |  | $                | 447.9 |           | 100.0         | % |   | $                  | 405.4     |  | 100.0 | % |  | $ | 42.5  |   |  | 10.5 | % 
|                            |  |                  |       |           |               |   |   |                    |           |  |       |   |  |   |       |   |  |      |   



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The increases in sales in Europe, Asia Pacific and Latin America were primarily attributable to stronger
demand across a broad range of our products, in particular analytical instruments. In addition, sales of MR products, consumables and vacuum products were higher in Europe. To a lesser extent, the acquisition of Polymer Labs also added to the growth
in Europe and Asia Pacific.



The reduction in sales in North
America was primarily due to a general trend in many industries of manufacturing moving out of the U.S. for cost and tax reasons and softness in demand from pharmaceutical companies in the U.S., which was in part due to consolidations and a shift in
pharmaceutical research and manufacturing to the Asia Pacific region. While both of these trends negatively impacted sales in North America in the first six months of fiscal year 2007, they probably benefited the Company in Asia Pacific.



In addition to the factors described above, the sales decrease in North
America and increase in Europe compared to the first six months of fiscal year 2006 were both more pronounced, and the sales increase in Asia Pacific was less pronounced, due to the timing of sales of certain low-volume, high-selling price MR
products. We do not consider these geographic shifts to be indicative of any particular trend for MR products as a whole, but rather to be reflective of the variability in results that these low-volume, high-selling price MR products can create.



Gross Profit. Gross profit for the first six
months of fiscal year 2007 reflects the impact of $2.6 million in amortization expense relating to acquisition-related intangible assets, $0.5 million in amortization expense related to inventory written up in connection with the IonSpec acquisition
and share-based compensation expense of $0.2 million. In comparison, gross profit for the first six months of fiscal year 2006 reflects the impact of $2.1 million in amortization expense relating to acquisition-related intangible assets, $3.3
million in amortization expense related to inventory written up in connection with the Polymer Labs and Magnex acquisitions and share-based compensation expense of $0.2 million. Excluding the impact of these items, the gross profit percentage
increased primarily as a result of sales volume leverage and a favorable mix shift toward higher-margin products including mass spectrometers, lower-field NMR and MR imaging systems and consumables and away from lower-margin high-field NMR systems.



Selling, General and Administrative. Selling, general
and administrative expenses for the first six months of fiscal year 2007 included $1.6 million in amortization expense relating to acquisition-related intangible assets, $0.2 million in restructuring and other related costs and $5.2 million in
share-based compensation expense. In comparison, selling, general and administrative expenses for the first six months of fiscal year 2006 included $1.6 million in acquisition-related intangible amortization, $0.2 million in restructuring and other
related costs and $3.9 million in share-based compensation expense. Excluding the impact of these items, selling, general and administrative expenses were lower as a percentage of sales in the first six months of fiscal year 2007 primarily as a
result of sales volume leverage and efficiency improvements resulting from cost reduction activities.



Research and Development. Research and development expenses for the first six months of fiscal year 2007 and fiscal year 2006 reflect the
impact of share-based compensation expense of $0.3 million in both periods. Excluding the impact of these items, research and development expenses were relatively flat as a percentage of sales. The increase in research and development expenses in
absolute dollars resulted primarily from acquisitions of Polymer Labs in the first quarter of fiscal year 2006 and IonSpec in the second quarter of fiscal 2006 and higher spending on new product development for primarily information rich detection
products.



Restructuring Activities.
Between fiscal years 2003 and 2005, the Company committed to several restructuring plans in order to adjust its organizational structure, improve operational efficiencies and eliminate redundant or excess costs resulting from acquisitions or
dispositions during those periods.



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The following table sets forth changes in the Companys restructuring liability relating to the
foregoing plans during the first six months of fiscal year 2007:



|                                               |  |                  |      |   |                    |   |     |       |  |   |       |  
|---------------------------------------------- |  | ---------------- | ---- | - | ------------------ | - | --- | ----- |  | - | ----- | -
|                                               |  | Employee-Related |      |   | Facilities-Related |   |     | Total | 
|(in thousands)                                 |  |                  |      |   |                    |   |     |       |  |   |       |  
|Balance at September 29, 2006                  |  | $                | 233  |   |                    | $ | 818 |       |  | $ | 1,051 |  
|Charges                                        |  |                  | 179  |   |                    |   |    |       |  |   | 179   |  
|Cash payments                                  |  |                  | (248 | ) |                    |   | (78 | )     |  |   | (326  | )
|Foreign currency impacts and other adjustments |  |                  | 12   |   |                    |   | 1   |       |  |   | 13    |  
|                                               |  |                  |      |   |                    |   |     |       |  |   |       |  
|Balance at March 30, 2007                      |  | $                | 176  |   |                    | $ | 741 |       |  | $ | 917   |  
|                                               |  |                  |      |   |                    |   |     |       |  |   |       |  



Under these
restructuring plans, the Company has incurred a total of $15.5 million in restructuring expense and $3.4 million in other related costs which related primarily to employee retention and relocation costs and accelerated depreciation of assets
disposed of upon the closure of facilities.



Income Tax
Expense.The effective income tax rate was 35.0% for the first six months of fiscal year 2007, compared to 35.7% for the first six months of fiscal year 2006. The effective tax rate for the first six months of fiscal year 2006 was impacted by a
non-deductible in-process research and development charge of $0.8 million. Excluding the impact of this charge, the effective income tax rates for the first six months of fiscal year 2007 and the first six months of fiscal year 2006 were consistent
at approximately 35%.



Net Earnings. Net earnings
for the first six months of fiscal year 2007 reflect the impact of $5.7 million in share-based compensation expense, $4.2 million in acquisition-related intangible amortization, $0.2 million in restructuring and other related costs and $0.5 million
in amortization related to inventory written up in connection with recent acquisitions. Net earnings for the first six months of fiscal year 2006 reflect the impact of $4.4 million in share-based compensation expense, $3.6 million in
acquisition-related intangible amortization, $3.3 million in amortization related to inventory written up in connection with recent acquisitions, $0.2 million in restructuring and other related costs, and an in-process research and development
charge of $0.8 million. Excluding the impact of these items, the increase in net earnings in the first six months of fiscal year 2007 resulted primarily from higher sales volume, improved gross profit margins and lower operating expenses as a
percentage of sales.



Liquidity and Capital Resources



We generated $34.4 million of cash from operating activities in the first
six months of fiscal year 2007, compared to $26.1 million generated in the first six months of fiscal year 2006. The increase in cash from operating activities was primarily driven by higher net earnings in the first six months of fiscal year 2007
compared to the first six months of fiscal 2006. This increase was partially offset by a relative decrease of $4.0 million in cash from changes in assets and liabilities (excluding the effect of acquisitions). This decrease was primarily due to
a relative decrease in cash from accounts payable ($12.4 million), partially offset by a relative increase in cash from inventories ($7.9 million). The relative decrease in accounts payable was primarily due to the timing of vendor payments. The
relative increase from inventories was primarily due to a greater increase in inventories in the prior-year period as a result of our transition to internally sourced magnets for our MR products and the timing of new product launches.



We used $7.6 million of cash for investing activities in the first six months
of fiscal year 2007, compared to $75.8 million used for investing activities in the first six months of fiscal year 2006. The decrease in cash used for investing activities in the first six months of fiscal year 2007 was primarily the result of
lower acquisition-related payments. During the first six months of fiscal year 2007, acquisition-related payments totaled $4.8 million and consisted of amounts previously retained to secure sellers indemnification obligations and
contingent consideration payments related to acquisitions made in prior periods. During the first six months of



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fiscal year 2006, acquisition-related payments totaled $68.5 million and included $44.1 million and $14.5 million for the acquisitions of Polymer Labs and
IonSpec, respectively, and $9.9 million for contingent consideration payments relating to acquisitions made in prior years.



We used $27.6 million of cash for financing activities in the first six months of fiscal year 2007, compared to $20.9 million used for financing
activities in the first six months of fiscal year 2006. The increase in cash used for financing activities was primarily due to higher expenditures to repurchase and retire common stock (such expenditures were made in both periods as a result of a
continued effort to utilize excess cash to reduce the number of outstanding common shares). The net increase in cash used for financing activities during the first six months of fiscal year 2007 was partially offset by higher proceeds from the
issuance of common stock due to higher stock option exercise volume compared to the first six months of fiscal year 2006.



As of March 30, 2007, we had a total of $68.6 million in uncommitted and unsecured credit facilities for working capital purposes with interest rates
to be established at the time of borrowing. No borrowings were outstanding under these credit facilities as of March 30, 2007. Of the $68.6 million in uncommitted and unsecured credit facilities, a total of $42.0 million was limited for use by,
or in favor of, certain subsidiaries at March 30, 2007, and a total of $17.0 million of this $42.0 million was being utilized in the form of bank guarantees and short-term standby letters of credit. These guarantees and letters of credit
related primarily to advance payments and deposits made to our subsidiaries by customers for which separate liabilities were recorded in our unaudited condensed consolidated financial statements at March 30, 2007. No amounts had been drawn by
beneficiaries under these or any other outstanding guarantees or letters of credit as of that date.



As of March 30, 2007, we had $26.3 million in term loans outstanding, compared to $27.5 million at September 29, 2006. As of both
March 30, 2007 and September 29, 2006, fixed interest rates on the term loans ranged from 6.7% to 7.2%. The weighted-average interest rate on the term loans was 6.7% and 6.8% at March 30, 2007 and September 29, 2006,
respectively. The term loans contain certain covenants that limit future borrowings and the payment of cash dividends and require the maintenance of certain levels of working capital and operating results. We were in compliance with all restrictive
covenants of the term loan agreements at March 30, 2007.



In connection with the IonSpec acquisition, we have accrued but not yet paid a portion of the purchase price that has been retained to secure the sellers indemnification obligations. As of March 30, 2007, retained amounts for the
IonSpec acquisition totaled $0.7 million, which is due to be paid (net of any indemnification claims) in February 2008.



As of March 30, 2007, up to a maximum of $37.2 million could be payable through February 2009 under contingent consideration arrangements relating to
acquired businesses. Amounts subject to these arrangements can be earned over the respective measurement period, depending on the performance of the acquired business relative to certain financial targets.



The following table summarizes key terms of outstanding contingent
consideration arrangements as of March 30, 2007:



|                  |  |                                    |  |                    |  |                            
|----------------- |  | ---------------------------------- |  | ------------------ |  | ---------------------------
|Acquired business |  | Remainingamountavailable (maximum) |  | Measurement period |  | Measurement period end date
|IonSpec           |  | $14.0 million                      |  | 3 years            |  | February 2009              
|Magnex            |  | $4.0 million                       |  | 3 years            |  | November 2007              
|Polymer Labs      |  | $19.2 million                      |  | 3 years            |  | November 2008              



The Distribution
Agreement provides that we are responsible for certain litigation to which VAI was a party, and further provides that we will indemnify VMS and VSEA for one-third of the costs, expenses, and other



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liabilities relating to certain discontinued, former, and corporate operations of VAI, including certain environmental liabilities (see Note 11 of the Notes
to the Unaudited Condensed Consolidated Financial Statements).



We had no material non-cancelable commitments for capital expenditures as of March 30, 2007. In the aggregate, we currently anticipate that our capital expenditures will be 3% of sales or less for the full fiscal year 2007.



In April 2007, we committed to a plan to combine and optimize
the development and assembly of most of our NMR and mass spectrometry products, to further centralize related administration and other functions and to reallocate certain resources toward more rapidly growing product lines and geographies. In
connection with this plan, we expect to make capital expenditures of up to $25 million beginning in the fourth quarter of fiscal year 2007 and continuing through the first half of fiscal year 2009. We expect that a significant portion of these
expenditures will fall within our typical capital spending pattern (of approximately 3% of sales) measured over a two-year period. We also expect to incur restructuring and other related costs associated with this plan of between $9.5 million and
$14.5 million. These costs are expected to be recorded and settled beginning in the third quarter of fiscal year 2007 through the second quarter of fiscal year 2009 except for certain lease termination-related costs, which might be settled as late
as the fourth quarter of fiscal year 2012. A total of $8.0 million to $12.5 million of these costs are expected to result in cash expenditures.



In November 2005, our Board of Directors approved a stock repurchase program under which we were authorized to utilize up to $100 million to repurchase
shares of our common stock. This repurchase program was effective until September 30, 2007. During the first quarter of fiscal year 2007, we repurchased and retired 820,000 shares at an aggregate cost of $37.1 million, which completed this
repurchase program.



In January 2007, our Board of Directors
approved a new stock repurchase program under which we are authorized to utilize up to $100 million to repurchase shares of our common stock. This repurchase program is effective until December 31, 2008. During the second quarter of fiscal year
2007, we repurchased and retired 271,000 shares at an aggregate cost of $14.9 million. As of March 30, 2007, we had remaining authorization to repurchase $85.1 million of our common stock under this program.



Our liquidity is affected by many other factors, some based on the normal
ongoing operations of the business and others related to the uncertainties of the industries in which we compete and global economies. Although our cash requirements will fluctuate based on the timing and extent of these factors, we believe that
cash generated from operations, together with our current cash balance and borrowing capability, will be sufficient to satisfy commitments for capital expenditures and other cash requirements for the next 12 months.



Contractual Obligations and Other Commercial Commitments



The following table summarizes the amount and estimated timing of future
cash expenditures relating to principal payments on outstanding debt, minimum rentals due for certain facilities and other leased assets under long-term, non-cancelable operating leases as of March 30, 2007:



|                                           |  |                               |       |              |      |        |      |   |       |  |      |       |            |   |       |  |   |       |  |   |        |  |   |       
|------------------------------------------ |  | ----------------------------- | ----- | ------------ | ---- | ------ | ---- | - | ----- |  | ---- | ----- | ---------- | - | ----- |  | - | ----- |  | - | ------ |  | - | ------
|                                           |  | Six MonthsEndingSept. 28,2007 |       | Fiscal Years |      | Total 
|                                           |  |                               | 2008  |              | 2009 |        | 2010 |   | 2011  |  | 2012 |       | Thereafter |  
|(in thousands)                             |  |                               |       |              |      |        |      |   |       |  |      |       |            |   |       |  |   |       |  |   |        |  |   |       
|Operating leases                           |  | $                             | 4,805 |              | $    | 6,873  |      | $ | 4,738 |  | $    | 3,020 |            | $ | 1,969 |  | $ | 1,812 |  | $ | 5,431  |  | $ | 28,648
|Long-term debt (including current portion) |  |                               | 1,250 |              |      | 6,250  |      |   |      |  |      | 6,250 |            |   |      |  |   | 6,250 |  |   | 6,250  |  |   | 26,250
|                                           |  |                               |       |              |      |        |      |   |       |  |      |       |            |   |       |  |   |       |  |   |        |  |   |       
|Total contractual cash obligations         |  | $                             | 6,055 |              | $    | 13,123 |      | $ | 4,738 |  | $    | 9,270 |            | $ | 1,969 |  | $ | 8,062 |  | $ | 11,681 |  | $ | 54,898
|                                           |  |                               |       |              |      |        |      |   |       |  |      |       |            |   |       |  |   |       |  |   |        |  |   |       



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In addition to the non-cancelable contractual obligations included in the above table, we had cancelable
commitments to purchase certain superconducting magnets intended for use with NMR systems totaling $3.2 million, net of deposits paid, as of March 30, 2007. In the event that these commitments are canceled for reasons other than the
suppliers default, we may be responsible for reimbursement of actual costs incurred by the supplier.



As of March 30, 2007, we did not have any off-balance sheet commercial commitments that could result in a significant cash outflow upon the
occurrence of some contingent event, except for contingent payments of up to a maximum of $37.2 million related to acquisitions as discussed under Liquidity and Capital Resources above, the specific amounts of which are not currently
determinable.



Recent Accounting Pronouncements



In June 2006, the FASB issued FIN 48, Accounting for Uncertainty in
Income TaxesAn Interpretation of FASB Statement No. 109, which addresses accounting for, and disclosure of, uncertain tax positions. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in the financial
statements in accordance with SFAS 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken
in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. We
are currently evaluating the requirements of FIN 48 and are not yet able to determine whether its adoption in the first quarter of fiscal year 2008 will have a material impact on our financial condition or results of operations.



In September 2006, the SEC issued Staff Accounting Bulletin No.
(SAB) 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. SAB 108 requires companies to evaluate the materiality of identified unadjusted errors on each
financial statement and related disclosures using both the rollover and the iron curtain approach. The rollover approach quantifies misstatements based on the amount of the error originating in the current year income statement. The iron curtain
approach quantifies misstatements based on the effects of correcting the misstatement existing in the balance sheet at the end of the current year, irrespective of the misstatements year of origin. Adjustment of financial statements would be
required if either approach resulted in a material misstatement. SAB 108 applies to annual financial statements for fiscal years ending after November 15, 2006. We do not expect the adoption of SAB 108 to have a material impact on our financial
condition or results of operations.



In September 2006, the
FASB issued SFAS 157, Fair Value Measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS 157
applies to previous accounting pronouncements that require or permit fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007. We do not expect the adoption of SFAS 157 to have a material impact on our
financial condition or results of operations.



In September
2006, the FASB issued SFAS 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plansan amendment of FASB Statements No. 87, 88, 106, and 132(R). SFAS 158 requires an employer to recognize the funded
status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability measured by the difference between the fair value of the plan assets and the benefit obligation. SFAS 158 also requires any unrecognized prior
service costs and actuarial gains and losses to be recognized as a component of accumulated other comprehensive income in stockholders equity. Under SFAS 158, we will be required to initially recognize the funded status of our defined
benefit postretirement plans and to provide additional required disclosures in the fourth quarter of fiscal year 2007. Based on valuations performed in fiscal year 2006, had we adopted the provisions of SFAS 158 in that period, our defined benefit
pension plan-related liability would have increased by $5.3 million and accumulated other comprehensive income would have decreased by approximately $3.6 million (net of taxes) as of September 29, 2006. We do not



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expect the adoption of SFAS 158 with respect to our other defined benefit postretirement plans to have a material impact on our financial condition or
results of operations.



In February 2007, the FASB issued SFAS
159, The Fair Value Option for Financial Assets and Financial LiabilitiesIncluding an amendment of FASB Statement 115, which provides companies with an option to measure eligible financial assets and liabilities in their entirety at
fair value. The fair value option may be applied instrument by instrument, and may be applied only to entire instruments. If a company elects the fair value option for an eligible item, changes in the items fair value must be reported as
unrealized gains and losses in earnings at each subsequent reporting date. SFAS 159 is effective for fiscal years beginning after November 15, 2007. We are evaluating the options provided under SFAS 159 and their potential impact on our
financial condition and results of operations if implemented.



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------



Foreign Currency Exchange Risk. We enter into foreign exchange forward contracts to minimize the short-term impact of foreign currency fluctuations
on assets and liabilities denominated in non-functional currencies. From time to time, we also enter into foreign exchange forward contracts to minimize the impact of foreign currency fluctuations on forecasted transactions. The success of our
hedging activities depends on our ability to forecast balance sheet exposures and transaction activity in various foreign currencies. To the extent that these forecasts are overstated or understated during periods of currency volatility, we could
experience unanticipated currency gains or losses. However, we believe that in most cases any such gains or losses would be substantially offset by losses or gains from the related foreign exchange forward contracts. We therefore believe that the
direct effect of an immediate 10% change in the exchange rate between the U.S. dollar and all other currencies is not reasonably likely to have a material adverse effect on our financial condition or results of operations.



At March 30, 2007, there were no outstanding forward contracts
designated as cash flow hedges of forecasted transactions. During the first six months of fiscal year 2007, no foreign exchange gains or losses from cash flow hedge ineffectiveness were recognized.



Our foreign exchange forward contracts generally range from one to 12 months
in original maturity. The following table summarizes all foreign exchange forward contracts that were outstanding as of March 30, 2007:



|                  |  |                    |        |                        |   |        
|----------------- |  | ------------------ | ------ | ---------------------- | - | -------
|                  |  | NotionalValue Sold |        | NotionalValuePurchased
|(in thousands)    |  |                    |        |                        |   |        
|Euro              |  | $                  |       |                        | $ | 92,577 
|Australian dollar |  |                    |       |                        |   | 37,846 
|British pound     |  |                    | 12,765 |                        |   |       
|Japanese yen      |  |                    | 7,762  |                        |   |       
|Canadian dollar   |  |                    | 5,925  |                        |   |       
|Danish krone      |  |                    | 751    |                        |   |       
|                  |  |                    |        |                        |   |        
|                  |  | $                  | 27,203 |                        | $ | 130,423
|                  |  |                    |        |                        |   |        



Interest Rate
Risk. We have no material exposure to market risk for changes in interest rates. We invest any excess cash primarily in short-term U.S. Treasury securities and money market funds, and changes in interest rates would not be material to our
financial condition or results of operations. We enter into debt obligations principally to support general corporate purposes, including working capital requirements, capital expenditures and acquisitions. At March 30, 2007, our debt
obligations had fixed interest rates.



Based upon rates
currently available to us for debt with similar terms and remaining maturities, the carrying amounts of long-term debt approximate their estimated fair values.



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Although payments under certain of our operating leases for our facilities are tied to market indices, we
are not exposed to material interest rate risk associated with our operating leases.



Debt Obligations.



Principal Amounts and Related Weighted-Average Interest Rates By Year of Maturity



|                                           |  |                               |       |   |              |      |       |       |      |   |   |      |  |   |       |   |  |            |   |   |  |   |       |   |  |   |       |   |  |   |        |  
|------------------------------------------ |  | ----------------------------- | ----- | - | ------------ | ---- | ----- | ----- | ---- | - | - | ---- |  | - | ----- | - |  | ---------- | - | - |  | - | ----- | - |  | - | ----- | - |  | - | ------ | -
|                                           |  | SixMonths EndingSept. 28,2007 |       |   | Fiscal Years |      |       | Total |     
|                                           |  |                               | 2008  |   |              | 2009 |       |       | 2010 |   |   | 2011 |  |   | 2012  |   |  | Thereafter |   |  
|(dollars in thousands)                     |  |                               |       |   |              |      |       |       |      |   |   |      |  |   |       |   |  |            |   |   |  |   |       |   |  |   |       |   |  |   |        |  
|Long-term debt (including current portion) |  | $                             | 1,250 |   |              | $    | 6,250 |       |      | $ |  |      |  | $ | 6,250 |   |  | $          |  |   |  | $ | 6,250 |   |  | $ | 6,250 |   |  | $ | 26,250 |  
|Average interest rate                      |  |                               | 7.2   | % |              |      | 6.7   | %     |      |   |  | %    |  |   | 6.7   | % |  |            |  | % |  |   | 6.7   | % |  |   | 6.7   | % |  |   | 6.7    | %



Defined Benefit
Pension Plans. Most of our retirement plans, including all U.S.-based plans, are defined contribution plans. However, we also provide defined benefit pension plans in certain countries outside of the U.S. Our obligations under these defined
benefit plans will ultimately be settled in the future and are therefore subject to estimation. Defined benefit pension accounting under SFAS 87, Employers Accounting for Pensions, is intended to reflect the recognition of future
benefit costs over the employees estimated service periods based on the terms of the pension plans and the investment and funding decisions made by us.



For our defined benefit pension plans, we make assumptions regarding several variables including the expected long-term rate of return on plan assets and
the discount rate in order to determine defined benefit pension plan expense for the year. This expense is referred to as net periodic pension cost. We assess the expected long-term rate of return on plan assets and discount rate
assumption for each defined benefit plan based on relevant market conditions as prescribed by SFAS 87 and make adjustments to the assumptions as appropriate. On an annual basis, we analyze the rates of return on plan assets and discount rates used
and determine that these rates are reasonable. For rates of return, this analysis is based on a review of the nature of the underlying assets, the allocation of those assets and their historical performance relative to the overall markets in the
countries where the related plans are effective. Historically, our assumed asset allocations have not varied significantly from the actual allocations. Discount rates are based on the prevailing market long-term interest rates in the countries where
the related plans are effective. As of September 29, 2006, the estimated long-term rate of return on our defined benefit pension plan assets ranged from 0.5% to 6.5% (weighted-average of 5.4%), and the assumed discount rate for our defined
benefit pension plan obligations ranged from 2.3% to 5.1% (weighted-average of 4.8%).



If any of these assumptions were to change, our net periodic pension cost would also change. We incurred net periodic pension cost relating to our defined benefit pension plans of $2.3 million in fiscal year 2006,
$1.6 million in fiscal year 2005 (excluding a settlement loss) and $2.7 million in fiscal year 2004 (excluding curtailment gains), and expect our net periodic pension cost to be approximately $2.2 million in fiscal year 2007. A one percent
decrease in the weighted-average estimated return on plan assets or assumed discount rate would increase our net periodic pension cost for fiscal year 2007 by $1.1 million or $0.4 million, respectively. As of September 29, 2006, our projected
benefit obligation relating to defined benefit pension plans was $52.1 million. A one percent decrease in the weighted-average estimated discount rate would increase this obligation by $12.7 million.



|Item 4. | Controls and Procedures
|------- | -----------------------



Disclosure Controls and Procedures. Based on the evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended (the



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Exchange Act)) required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, our Chief Executive Officer and the Chief Financial Officer have
concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q (March 30, 2007), our disclosure controls and procedures were effective.



Inherent Limitations on the Effectiveness of Controls. The Companys management, including the Chief Executive
Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent all error and all fraud. A control system, no matter how well designed and operated, can only provide
reasonable, not absolute, assurance that the control systems objectives will be met. Further, the design of a control system must reflect the fact that the benefits of controls must be considered relative to their costs. Due to the inherent
limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that
judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons or by collusion of two or more people. The design of any system of
controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become
inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be
detected.



Changes in Internal Control over Financial
Reporting. There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the second quarter of our fiscal year 2007 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial reporting.



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PART II



OTHER INFORMATION



|Item 1A. | Risk Factors
|-------- | ------------



SeeItem 1ARisk Factors presented in our Annual Report on Form 10-K for the fiscal year ended September 29, 2006, which we
encourage you to carefully consider.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------



(c)   January 2007 Stock Repurchase Program. The following table summarizes information relating to our stock repurchases during the second quarter of
fiscal year 2007:



|                                         |  |                   |  |                        |       |                                                                          |   |                                                                     |  |   |        
|---------------------------------------- |  | ----------------- |  | ---------------------- | ----- | ------------------------------------------------------------------------ | - | ------------------------------------------------------------------- |  | - | -------
|Fiscal Month                             |  | SharesRepurchased |  | Average PricePer Share |       | Total Value of SharesRepurchased as Part ofPublicly AnnouncedPlan (1)(2) |   | Maximum Total Valueof Shares that May YetBe Purchased Underthe Plan
|(In thousands, except per share amounts) |  |                   |  |                        |       |                                                                          |   |                                                                     |  |   |        
|Balance  December 29, 2006              |  |                   |  |                        |       |                                                                          |   |                                                                     |  | $ |       
|December 30, 2006  January 26, 2007     |  |                  |  | $                      |      |                                                                          | $ |                                                                    |  |   | 100,000
|January 27, 2007  February 23, 2007     |  | 26                |  |                        | 56.57 |                                                                          |   | 1,442                                                               |  |   | 98,558 
|February 24, 2007  March 30, 2007       |  | 245               |  |                        | 54.87 |                                                                          |   | 13,447                                                              |  | $ | 85,111 
|                                         |  |                   |  |                        |       |                                                                          |   |                                                                     |  |   |        
|Total shares repurchased                 |  | 271               |  | $                      | 55.03 |                                                                          | $ | 14,889                                                              |  |   |        
|                                         |  |                   |  |                        |       |                                                                          |   |                                                                     |  |   |        

---

|(1) | In January 2007, our Board of Directors approved a stock repurchase program under which we were authorized to utilize up to $100 million to repurchase shares of our common stock.
This new repurchase program is effective until December 31, 2008.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Excludes commissions on repurchases.
|--- | ------------------------------------



|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------



At our Annual Meeting of Stockholders held on February 1, 2007, our stockholders considered and voted on two matters: (1) the election of
two Class II directors to the Board of Directors for three-year terms; and (2) the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2007. The voting on these
matters was as follows:



Election of Directors:

Nominee John G. McDonald: 27,287,711 votes for; and 431,161 votes withheld.

Nominee Wayne R. Moon: 27,398,969 votes for; and 319,903 votes withheld.



Ratification of Appointment of PricewaterhouseCoopers LLP:

27,663,279 votes for; 36,778 votes withheld; and 18,813 abstentions.



Pursuant to the rules of The Nasdaq Market, Inc., these matters allowed brokers to vote without receipt of instructions from
clients, so there were no broker non-votes.



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|Item 6. | Exhibits
|------- | --------



|(a) | Exhibits.
|--- | ---------



|           |  |                                                                                                     |  |                           |  |               |  |               |  |  
|---------- |  | --------------------------------------------------------------------------------------------------- |  | ------------------------- |  | ------------- |  | ------------- |  | -
|           |  |                                                                                                     |  | Incorporated by Reference |  | FiledHerewith
|ExhibitNo. |  | Exhibit Description                                                                                 |  | Form                      |  | Date          |  | ExhibitNumber | 
|31.1       |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |  |                           |  |               |  |               |  | X
|           |  |                                                                                                     |  |                           | 
|31.2       |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |  |                           |  |               |  |               |  | X
|           |  |                                                                                                     |  |                           | 
|32.1       |  | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  |                           |  |               |  |               |  |  
|           |  |                                                                                                     |  |                           | 
|32.2       |  | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  |                           |  |               |  |               |  |  



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##### Table of Contents

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 thereunto duly authorized.



|                  |  |                           |  |                                                                                                                                          
|----------------- |  | ------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|                  |  | VARIAN, INC. (Registrant)
|                  |  |                          
|Date: May 8, 2007 |  | By:                       |  | /s/ G. EDWARD MCCLAMMY                                                                                                                   
|                  |  |                           |  | G. Edward McClammy Senior Vice President, Chief Financial Officer and Treasurer (Duly Authorized Officer and Principal Financial Officer)



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