##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



FORM 10-Q



---



(Mark One)

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



For the quarterly period ended December 31, 2004



OR



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



For the transition period from              to



Commission File Number: 0-25395



---



VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC.

(Exact name of Registrant as Specified in its Charter)



---



|                                                              |  |                                 
|------------------------------------------------------------- |  | --------------------------------
|State or other jurisdiction of Incorporation or organization: |  | IRS Employer Identification No.:
|Delaware                                                      |  | 77-0501994                      



|                                         |  |           
|---------------------------------------- |  | ----------
|35 Dory Road, Gloucester, Massachusetts  |  | 01930     
|(Address of principal executive offices) |  | (Zip code)



(978) 282-2000

(Registrants telephone number, including area code)



---



Indicate by
checkmark 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 an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No ̈



Shares of common stock outstanding at February 7, 2005: 36,556,535.



An index of exhibits filed with this Form 10-Q is located on page 29.



---



---

##### Table of Contents

VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC.



INDEX



|                              |  |                                                                                        |  |                                                                                                                         |  |   
|----------------------------- |  | -------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------- |  | --
|ItemNumber                    |  |                                                                                        |  | PageNumber                                                                                                             
|PART I.
FINANCIAL INFORMATION |  |                                                                                       
|                              |  |                                                                                       
|Item 1.                       |  | Consolidated Financial Statements                                                      |  |                                                                                                                        
|                              |  |                                                                                        | 
|                              |  |                                                                                        |  | Unaudited Consolidated Balance Sheets at December 31, 2004 and October 1, 2004                                          |  | 1 
|                              |  |                                                                                        |  | Unaudited Consolidated Statements of Income for the three-month periods ended December 31, 2004 and January 2, 2004     |  | 2 
|                              |  |                                                                                        |  | Unaudited Consolidated Statements of Cash Flows for the three-month periods ended December 31, 2004 and January 2, 2004 |  | 3 
|                              |  |                                                                                        |  | Notes to the Consolidated Financial Statements (Unaudited)                                                              |  | 4 
|                              |  |                                                                                       
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations. |  | 14                                                                                                                     
|                              |  |                                                                                       
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                             |  | 27                                                                                                                     
|                              |  |                                                                                       
|Item 4.                       |  | Controls and Procedures                                                                |  | 28                                                                                                                     
|                              | 
|PART II.
OTHER INFORMATION    |  |                                                                                       
|                              |  |                                                                                       
|Item 1.                       |  | Legal Proceedings                                                                      |  | 29                                                                                                                     
|                              |  |                                                                                       
|Item 2.                       |  | Unregistered Sales of Equity Securities and Use of Proceeds                            |  | 29                                                                                                                     
|                              |  |                                                                                       
|Item 3.                       |  | Defaults Upon Senior Securities                                                        |  | 29                                                                                                                     
|                              |  |                                                                                       
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                    |  | 29                                                                                                                     
|                              |  |                                                                                       
|Item 5.                       |  | Other Information                                                                      |  | 29                                                                                                                     
|                              |  |                                                                                       
|Item 6.                       |  | Exhibits                                                                               |  | 29                                                                                                                     
|                              |  |                                                                                        | 
|                              |  |                                                                                        |  | Signatures.                                                                                                             |  | 30



---

##### Table of Contents

PART 1. FINANCIAL INFORMATION



ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS



VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC.



UNAUDITED CONSOLIDATED BALANCE SHEETS



|                                                                                                                                                                             |  |                                           |         |   |                |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------- | ------- | - | -------------- | - | ------- | -
|                                                                                                                                                                             |  | December 31, 2004                         |         |   | October 1,2004 |  
|                                                                                                                                                                             |  | (Amounts in thousands, except share data) |        
|ASSETS                                                                                                                                                                       |  |                                           |         |   |                |   |         |  
|                                                                                                                                                                             |  |                                          
|Current assets                                                                                                                                                               |  |                                           |         |   |                |   |         |  
|Cash and cash equivalents                                                                                                                                                    |  | $                                         | 220,614 |   |                | $ | 218,578 |  
|Short-term investments                                                                                                                                                       |  |                                           | 222,745 |   |                |   | 173,891 |  
|Accounts receivable, net                                                                                                                                                     |  |                                           | 121,633 |   |                |   | 123,749 |  
|Inventories                                                                                                                                                                  |  |                                           | 117,332 |   |                |   | 104,900 |  
|Deferred income taxes                                                                                                                                                        |  |                                           | 27,729  |   |                |   | 27,691  |  
|Other current assets                                                                                                                                                         |  |                                           | 12,173  |   |                |   | 32,938  |  
|                                                                                                                                                                             |  |                                           |         |   |                |   |         |  
|Total current assets                                                                                                                                                         |  |                                           | 722,226 |   |                |   | 681,747 |  
|                                                                                                                                                                             |  |                                          
|Property, plant and equipment, net                                                                                                                                           |  |                                           | 55,698  |   |                |   | 52,344  |  
|Goodwill                                                                                                                                                                     |  |                                           | 12,280  |   |                |   | 12,280  |  
|Other assets                                                                                                                                                                 |  |                                           | 3,247   |   |                |   | 3,125   |  
|                                                                                                                                                                             |  |                                           |         |   |                |   |         |  
|Total assets                                                                                                                                                                 |  | $                                         | 793,451 |   |                | $ | 749,496 |  
|                                                                                                                                                                             |  |                                           |         |   |                |   |         |  
|                                                                                                                                                                             |  |                                          
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                         |  |                                           |         |   |                |   |         |  
|                                                                                                                                                                             |  |                                          
|Current liabilities                                                                                                                                                          |  |                                           |         |   |                |   |         |  
|Notes payable and current portion of long-term debt                                                                                                                          |  | $                                         | 4,435   |   |                | $ | 4,170   |  
|Accounts payable                                                                                                                                                             |  |                                           | 46,481  |   |                |   | 33,980  |  
|Accrued expenses                                                                                                                                                             |  |                                           | 50,075  |   |                |   | 53,234  |  
|Product warranty                                                                                                                                                             |  |                                           | 8,090   |   |                |   | 7,841   |  
|Deferred revenue                                                                                                                                                             |  |                                           | 57,089  |   |                |   | 54,509  |  
|                                                                                                                                                                             |  |                                           |         |   |                |   |         |  
|Total current liabilities                                                                                                                                                    |  |                                           | 166,170 |   |                |   | 153,734 |  
|                                                                                                                                                                             |  |                                          
|Long-term accrued expenses                                                                                                                                                   |  |                                           | 10,408  |   |                |   | 10,905  |  
|Deferred income taxes                                                                                                                                                        |  |                                           | 4,615   |   |                |   | 4,615   |  
|Long-term debt                                                                                                                                                               |  |                                           | 4,059   |   |                |   | 4,162   |  
|                                                                                                                                                                             |  |                                           |         |   |                |   |         |  
|Total liabilities                                                                                                                                                            |  |                                           | 185,252 |   |                |   | 173,416 |  
|                                                                                                                                                                             |  |                                           |         |   |                |   |         |  
|Commitments, contingencies and guarantees (Note 13)                                                                                                                          |  |                                           |         |   |                |   |         |  
|                                                                                                                                                                             |  |                                          
|Stockholders equity                                                                                                                                                         |  |                                           |         |   |                |   |         |  
|Preferred stock, $0.01 par value; 5,000,000 shares authorized; none issued or outstanding                                                                                    |  |                                           |        |   |                |   |        |  
|Common stock, $0.01 par value; 150,000,000 shares authorized; 36,504,848 and 36,408,995 shares issued and outstanding at December 31, 2004 and
October 1, 2004, respectively |  |                                           | 365     |   |                |   | 364     |  
|Capital in excess of par value                                                                                                                                               |  |                                           | 338,144 |   |                |   | 331,701 |  
|Retained earnings                                                                                                                                                            |  |                                           | 272,287 |   |                |   | 244,320 |  
|Deferred compensation                                                                                                                                                        |  |                                           | (1,574  | ) |                |   | (149    | )
|Accumulated other comprehensive loss                                                                                                                                         |  |                                           | (1,023  | ) |                |   | (156    | )
|                                                                                                                                                                             |  |                                           |         |   |                |   |         |  
|Total stockholders equity                                                                                                                                                   |  |                                           | 608,199 |   |                |   | 576,080 |  
|                                                                                                                                                                             |  |                                           |         |   |                |   |         |  
|Total liabilities and stockholders equity                                                                                                                                   |  | $                                         | 793,451 |   |                | $ | 749,496 |  
|                                                                                                                                                                             |  |                                           |         |   |                |   |         |  



The accompanying notes to the
unaudited consolidated financial statements are an integral part of these statements.



1



---

##### Table of Contents

VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC.



UNAUDITED CONSOLIDATED STATEMENTS OF INCOME



|                                              |  |                                              |         |   |                |   |         |  
|--------------------------------------------- |  | -------------------------------------------- | ------- | - | -------------- | - | ------- | -
|                                              |  | Fiscal Three Months Ended                    |        
|                                              |  | December 31,2004                             |         |   | January 2,2004 |  
|                                              |  | (Amounts in thousands,except per share data) |        
|Revenue                                       |  |                                              |         |   |                |   |         |  
|Product                                       |  | $                                            | 107,088 |   |                | $ | 86,439  |  
|Service                                       |  |                                              | 19,395  |   |                |   | 13,310  |  
|Royalty                                       |  |                                              | 21,942  |   |                |   | 2,094   |  
|                                              |  |                                              |         |   |                |   |         |  
|Total revenue                                 |  |                                              | 148,425 |   |                |   | 101,843 |  
|                                              |  |                                              |         |   |                |   |         |  
|Cost of revenue                               |  |                                              |         |   |                |   |         |  
|Product                                       |  |                                              | 58,904  |   |                |   | 50,447  |  
|Service                                       |  |                                              | 13,380  |   |                |   | 9,014   |  
|                                              |  |                                              |         |   |                |   |         |  
|Total cost of revenue                         |  |                                              | 72,284  |   |                |   | 59,461  |  
|                                              |  |                                              |         |   |                |   |         |  
|Gross profit                                  |  |                                              | 76,141  |   |                |   | 42,382  |  
|                                              |  |                                              |         |   |                |   |         |  
|Operating expenses                            |  |                                              |         |   |                |   |         |  
|Research and development                      |  |                                              | 18,653  |   |                |   | 16,265  |  
|Marketing, general and administrative         |  |                                              | 27,380  |   |                |   | 19,808  |  
|                                              |  |                                              |         |   |                |   |         |  
|Total operating expenses                      |  |                                              | 46,033  |   |                |   | 36,073  |  
|                                              |  |                                              |         |   |                |   |         |  
|Operating income                              |  |                                              | 30,108  |   |                |   | 6,309   |  
|Interest income                               |  |                                              | 7,827   |   |                |   | 1,080   |  
|Interest expense                              |  |                                              | (222    | ) |                |   | (224    | )
|Other income, net                             |  |                                              | 2,819   |   |                |   | 3       |  
|                                              |  |                                              |         |   |                |   |         |  
|Income before income taxes                    |  |                                              | 40,532  |   |                |   | 7,168   |  
|Provision for income taxes                    |  |                                              | 12,565  |   |                |   | 2,365   |  
|                                              |  |                                              |         |   |                |   |         |  
|Net income                                    |  | $                                            | 27,967  |   |                | $ | 4,803   |  
|                                              |  |                                              |         |   |                |   |         |  
|Weighted average shares outstanding - basic   |  |                                              | 36,456  |   |                |   | 35,503  |  
|Weighted average shares outstanding - diluted |  |                                              | 37,222  |   |                |   | 36,711  |  
|Net income per share - basic                  |  | $                                            | 0.77    |   |                | $ | 0.14    |  
|Net income per share - diluted                |  | $                                            | 0.75    |   |                | $ | 0.13    |  



The accompanying notes to the
unaudited consolidated financial statements are an integral part of these statements.



2



---

##### Table of Contents

VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC.



UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                                            |  |                           |         |   |                |   |         |  
|------------------------------------------------------------------------------------------- |  | ------------------------- | ------- | - | -------------- | - | ------- | -
|                                                                                            |  | Fiscal Three Months Ended |        
|                                                                                            |  | December 31,2004          |         |   | January 2,2004 |  
|                                                                                            |  | (Amounts in thousands)    |        
|Cash flow from operating activities:                                                        |  |                           |         |   |                |   |         |  
|Net income                                                                                  |  | $                         | 27,967  |   |                | $ | 4,803   |  
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |                           |         |   |                |   |         |  
|Depreciation and amortization                                                               |  |                           | 3,098   |   |                |   | 3,135   |  
|Tax benefit from stock options exercised and employee stock purchase plan                   |  |                           | 468     |   |                |   | 8,889   |  
|Deferred income taxes                                                                       |  |                           | (38     | ) |                |   | (164    | )
|Amortization of investment premiums                                                         |  |                           | 346     |   |                |   | 236     |  
|Stock-based compensation                                                                    |  |                           | 2,725   |   |                |   |        |  
|Changes in assets and liabilities:                                                          |  |                           |         |   |                |   |         |  
|Accounts receivable                                                                         |  |                           | 4,539   |   |                |   | (32,772 | )
|Inventories                                                                                 |  |                           | (15,547 | ) |                |   | (14,876 | )
|Other current assets                                                                        |  |                           | 20,765  |   |                |   | (4,504  | )
|Accounts payable                                                                            |  |                           | 12,346  |   |                |   | 8,895   |  
|Accrued expenses                                                                            |  |                           | (5,017  | ) |                |   | 1,237   |  
|Product warranty                                                                            |  |                           | 196     |   |                |   | (1,479  | )
|Deferred revenue                                                                            |  |                           | 1,564   |   |                |   | 7,303   |  
|Other                                                                                       |  |                           | (551    | ) |                |   | (71     | )
|                                                                                            |  |                           |         |   |                |   |         |  
|Net cash provided by (used in) operating activities                                         |  |                           | 52,861  |   |                |   | (19,368 | )
|                                                                                            |  |                           |         |   |                |   |         |  
|Cash flows from investing activities:                                                       |  |                           |         |   |                |   |         |  
|Purchase of property, plant and equipment                                                   |  |                           | (3,336  | ) |                |   | (893    | )
|Proceeds from sales and maturities of short-term investments                                |  |                           | 6,337   |   |                |   |        |  
|Purchase of short-term investments                                                          |  |                           | (56,270 | ) |                |   | (52,085 | )
|                                                                                            |  |                           |         |   |                |   |         |  
|Net cash used in investing activities                                                       |  |                           | (53,269 | ) |                |   | (52,978 | )
|                                                                                            |  |                           |         |   |                |   |         |  
|Cash flows from financing activities:                                                       |  |                           |         |   |                |   |         |  
|Proceeds from the issuance of common stock                                                  |  |                           | 1,953   |   |                |   | 14,912  |  
|Borrowing of notes payable                                                                  |  |                           | 8       |   |                |   | 4       |  
|Repayment of long-term debt                                                                 |  |                           | (103    | ) |                |   | (94     | )
|                                                                                            |  |                           |         |   |                |   |         |  
|Net cash provided by financing activities                                                   |  |                           | 1,858   |   |                |   | 14,822  |  
|                                                                                            |  |                           |         |   |                |   |         |  
|Effects of exchange rates on cash                                                           |  |                           | 586     |   |                |   | 133     |  
|                                                                                            |  |                           |         |   |                |   |         |  
|Net increase (decrease) in cash and cash equivalents                                        |  |                           | 2,036   |   |                |   | (57,391 | )
|                                                                                            |  |                           |         |   |                |   |         |  
|Cash and cash equivalents at beginning of period                                            |  |                           | 218,578 |   |                |   | 310,481 |  
|                                                                                            |  |                           |         |   |                |   |         |  
|Cash and cash equivalents at end of period                                                  |  | $                         | 220,614 |   |                | $ | 253,090 |  
|                                                                                            |  |                           |         |   |                |   |         |  



The accompanying notes to the
unaudited consolidated financial statements are an integral part of these statements.



3



---

##### Table of Contents

VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



Note 1. Description of Business and Basis of Presentation



Varian Semiconductor Equipment Associates, Inc. (Varian Semiconductor) designs, manufactures, markets and services semiconductor processing equipment used in
the fabrication of integrated circuits to customers located both in the United States (U.S.) and in international markets. Varian Semiconductor faces risk factors similar to all companies in the semiconductor manufacturing equipment
market including, but not limited to, competition, market downturn, technological change, international operations and related foreign currency risks and ability to recruit and retain key employees.



These unaudited interim consolidated financial statements have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission (the SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the
U.S. have been condensed or omitted pursuant to such rules and regulations. These unaudited interim consolidated financial statements should be read in conjunction with the financial statements and the notes thereto included in the annual report on
Form 10-K filed by Varian Semiconductor with the SEC on December 14, 2004 for the fiscal year ended October 1, 2004. In the opinion of management, the unaudited interim consolidated financial statements include all adjustments, consisting of only
normal recurring adjustments, necessary to present fairly the information required to be set forth therein. The results of operations for the three-month period ended December 31, 2004 are not necessarily indicative of the results to be expected for
a full year or for any other period.



Reclassifications



Certain items in the prior years consolidated financial statements have been
reclassified to conform to the current presentation of the financial statements.



Note 2. Accounting for Stock-Based Compensation



Varian
Semiconductor accounts for stock compensation plans in accordance with Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees. If Varian Semiconductor had elected to recognize compensation cost based
on the fair value of all stock awards at grant date as prescribed by Financial Accounting Standards Board (FASB) Statement No. 123, Accounting for Stock-Based Compensation, the net income and net income per basic and diluted
share for the three-month periods ended December 31, 2004 and January 2, 2004 would have been reduced to the pro forma amounts shown below:



|                                                                                                                                    |  |                                                 |        |   |                |   |        |  
|----------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------- | ------ | - | -------------- | - | ------ | -
|                                                                                                                                    |  | December 31,2004                                |        |   | January 2,2004 |  
|                                                                                                                                    |  | (Amounts in thousands,except per share amounts) |       
|Net income as reported                                                                                                              |  | $                                               | 27,967 |   |                | $ | 4,803  |  
|Add: Compensation expense included in net income, net of related tax benefit                                                        |  |                                                 | 1,880  |   |                |   |       |  
|Less: Total stock-based employee compensation expense determined under fair value method for all awards, net of related tax
benefit |  |                                                 | (5,111 | ) |                |   | (2,742 | )
|                                                                                                                                    |  |                                                 |        |   |                |   |        |  
|Pro forma net income                                                                                                                |  | $                                               | 24,736 |   |                | $ | 2,061  |  
|                                                                                                                                    |  |                                                 |        |   |                |   |        |  
|Net income per share - basic, as reported                                                                                           |  | $                                               | 0.77   |   |                | $ | 0.14   |  
|Net income per share - diluted, as reported                                                                                         |  | $                                               | 0.75   |   |                | $ | 0.13   |  
|                                                                                                                                    |  |                                                
|Pro forma net income per share:                                                                                                     |  |                                                 |        |   |                |   |        |  
|Basic                                                                                                                               |  | $                                               | 0.68   |   |                | $ | 0.06   |  
|Diluted                                                                                                                             |  | $                                               | 0.66   |   |                | $ | 0.06   |  



The $5.1 million in stock-based
employee compensation for the three-month period ended December 31, 2004 includes $2.1 million resulting from the amendment to the definition of retirement in the Amended and Restated Omnibus Stock Plan by Varian Semiconductors Board of
Directors on October 5, 2004 and the Retirement Agreement entered into on December 8, 2004 (see Note 10. Retirement Plans).



4



---

##### Table of Contents

VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)



Note 3. Computation of
Net Income Per Share



Basic net income per share is calculated based on
net income and the weighted average number of shares of common stock outstanding during the reporting period. Diluted net income per share includes additional dilution from stock issuable pursuant to the exercise of stock options outstanding. For
purposes of the diluted net income per share calculation, the additional shares issuable upon exercise of stock options are determined using the treasury stock method.



A reconciliation of the numerator and denominator used in the net income per share calculations is presented as follows:



|                                             |  |                                              |        |                |   |       
|-------------------------------------------- |  | -------------------------------------------- | ------ | -------------- | - | ------
|                                             |  | Fiscal Three Months Ended                   
|                                             |  | December 31,2004                             |        | January 2,2004
|                                             |  | (Amounts in thousands,except per share data)
|Numerator:                                   |  |                                              |        |                |   |       
|Net income                                   |  | $                                            | 27,967 |                | $ | 4,803 
|                                             |  |                                              |        |                |   |       
|Denominator:                                 |  |                                              |        |                |   |       
|Denominator for basic net income per share:  |  |                                              |        |                |   |       
|Weighted average shares outstanding          |  |                                              | 36,456 |                |   | 35,503
|Effect of diluted securities:                |  |                                              |        |                |   |       
|Stock options and restricted stock           |  |                                              | 766    |                |   | 1,208 
|                                             |  |                                              |        |                |   |       
|Denominator for diluted net income per share |  |                                              | 37,222 |                |   | 36,711
|                                             |  |                                              |        |                |   |       
|Net income per share - basic                 |  | $                                            | 0.77   |                | $ | 0.14  
|Net income per share - diluted               |  | $                                            | 0.75   |                | $ | 0.13  



For the three-month period ended
December 31, 2004, options to purchase 1,091,068 common shares at a weighted average exercise price of $46.05 (an exercise price that exceeded the market value of the underlying common stock) were excluded from the computation of diluted earnings
per share. For the three-month period ended January 2, 2004, options to purchase 649,496 common shares at a weighted average exercise price of $51.09 (an exercise price that exceeded the market value of the underlying common stock) were excluded
from the computation of diluted earnings per share.



As of December 31, 2004,
Varian Semiconductor had outstanding options to purchase an aggregate of 4,879,893 shares of its common stock at a weighted average price of $29.67. Of these options, options to purchase an aggregate of 3,127,395 shares of its common stock at a
weighted average price of $27.41 were exercisable.



Note 4. Cash, Cash
Equivalents and Short-term Investments



Varian Semiconductor considers
currency on hand, demand deposits, and all highly liquid investments with a remaining maturity of three months or less at the time of acquisition to be cash and cash equivalents. The carrying amounts of cash and cash equivalents approximate
estimated fair value because of the short-term maturities of those financial instruments. Cash equivalents at December 31, 2004 and October 1, 2004 were $200.9 million and $212.8 million, respectively. Short-term investments consist primarily of
U.S. Treasury, government agency and corporate bonds and certificates of deposit with ratings AA or better with remaining maturity greater than three months at the time of acquisition. Varian Semiconductor manages its cash equivalents and short-term
investments as a single portfolio of highly marketable securities that is intended to be available to meet Varian Semiconductors current cash requirements.



As of December 31, 2004, a net unrealized loss on short-term investments of $0.9 million had been recorded as accumulated other
comprehensive loss. As of October 1, 2004, a net unrealized loss on short-term investments of $0.2 million was recorded as accumulated other comprehensive loss.



5



---

##### Table of Contents

VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)



Short-term investments by
security type at December 31, 2004 were as follows:

|                                    |  |                        |         |                      |   |                       |  |   |                     |   |  |   |        
|----------------------------------- |  | ---------------------- | ------- | -------------------- | - | --------------------- |  | - | ------------------- | - |  | - | -------
|                                    |  | Cost                   |         | GrossUnrealizedGains |   | GrossUnrealizedLosses |  |   | EstimatedFair Value
|                                    |  | (Amounts in thousands)
|Bank certificates of deposit        |  | $                      | 24,488  |                      | $ |                      |  | $ |                    |   |  | $ | 24,488 
|U.S. Treasury and agency securities |  |                        | 136,573 |                      |   | 36                    |  |   | (749                | ) |  |   | 135,860
|Corporate bonds                     |  |                        | 62,573  |                      |   | 27                    |  |   | (203                | ) |  |   | 62,397 
|                                    |  |                        |         |                      |   |                       |  |   |                     |   |  |   |        
|                                    |  | $                      | 223,634 |                      | $ | 63                    |  | $ | (952                | ) |  | $ | 222,745
|                                    |  |                        |         |                      |   |                       |  |   |                     |   |  |   |        



Short-term investments by security
type at October 1, 2004 were as follows:

|                                    |  |                        |         |                      |   |                       |  |   |                     |   |  |   |        
|----------------------------------- |  | ---------------------- | ------- | -------------------- | - | --------------------- |  | - | ------------------- | - |  | - | -------
|                                    |  | Cost                   |         | GrossUnrealizedGains |   | GrossUnrealizedLosses |  |   | EstimatedFair Value
|                                    |  | (Amounts in thousands)
|Bank certificates of deposit        |  | $                      | 24,753  |                      | $ |                      |  | $ |                    |   |  | $ | 24,753 
|U.S. Treasury and agency securities |  |                        | 103,944 |                      |   | 184                   |  |   | (320                | ) |  |   | 103,808
|Corporate bonds                     |  |                        | 45,350  |                      |   | 59                    |  |   | (79                 | ) |  |   | 45,330 
|                                    |  |                        |         |                      |   |                       |  |   |                     |   |  |   |        
|                                    |  | $                      | 174,047 |                      | $ | 243                   |  | $ | (399                | ) |  | $ | 173,891
|                                    |  |                        |         |                      |   |                       |  |   |                     |   |  |   |        



The short-term investment maturities
are as follows:

|                                      |  |                        |         |                |   |        
|------------------------------------- |  | ---------------------- | ------- | -------------- | - | -------
|                                      |  | December 31,2004       |         | October 1,2004
|                                      |  | (Amounts in thousands)
|Maturing within 1 year                |  | $                      | 114,634 |                | $ | 92,603 
|Maturing between 1 year and 5 years   |  |                        | 108,111 |                |   | 80,793 
|Maturing between 5 years and 10 years |  |                        |        |                |   | 495    
|                                      |  |                        |         |                |   |        
|Total                                 |  | $                      | 222,745 |                | $ | 173,891
|                                      |  |                        |         |                |   |        



Note 5. Accounts Receivable



Accounts receivable consist of the following:

|                                |  |                        |         |   |                |   |         |  
|------------------------------- |  | ---------------------- | ------- | - | -------------- | - | ------- | -
|                                |  | December 31,2004       |         |   | October 1,2004 |  
|                                |  | (Amounts in thousands) |        
|Billed receivables              |  | $                      | 123,087 |   |                | $ | 125,137 |  
|Allowance for doubtful accounts |  |                        | (1,454  | ) |                |   | (1,388  | )
|                                |  |                        |         |   |                |   |         |  
|Accounts receivable, net        |  | $                      | 121,633 |   |                | $ | 123,749 |  
|                                |  |                        |         |   |                |   |         |  



Substantially all of Varian
Semiconductors accounts receivable balance relates to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is Varian Semiconductors best estimate
of the amount of probable credit losses in its existing accounts receivable. Varian Semiconductor maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments for products
and services. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the amount of days the balance is past due and the estimated loss
is calculated as a percentage of the total category based upon past history. Account balances are charged off against the allowance when it is probable the receivable will not be recovered.



6



---

##### Table of Contents

VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)



Note 6. Inventories



The components of inventories are as follows:



|                        |  |                        |         |                |   |        
|----------------------- |  | ---------------------- | ------- | -------------- | - | -------
|                        |  | December 31,2004       |         | October 1,2004
|                        |  | (Amounts in thousands)
|Raw materials and parts |  | $                      | 47,907  |                | $ | 34,874 
|Work in process         |  |                        | 34,821  |                |   | 33,674 
|Finished goods          |  |                        | 34,604  |                |   | 36,352 
|                        |  |                        |         |                |   |        
|Total inventories       |  | $                      | 117,332 |                | $ | 104,900
|                        |  |                        |         |                |   |        



Note 7. Accrued Expenses



The components of accrued expenses are as follows:



|                              |  |                        |        |                |   |       
|----------------------------- |  | ---------------------- | ------ | -------------- | - | ------
|                              |  | December 31,2004       |        | October 1,2004
|                              |  | (Amounts in thousands)
|Payroll and employee benefits |  | $                      | 25,979 |                | $ | 25,575
|Estimated loss contingencies  |  |                        | 2,648  |                |   | 5,100 
|Restructuring                 |  |                        | 41     |                |   | 87    
|Income taxes payable          |  |                        | 15,639 |                |   | 16,562
|Other                         |  |                        | 5,768  |                |   | 5,910 
|                              |  |                        |        |                |   |       
|Total accrued expenses        |  | $                      | 50,075 |                | $ | 53,234
|                              |  |                        |        |                |   |       



Note 8. Product Warranties



Varian Semiconductor warrants that its products will be free from defects
in materials and workmanship and will conform to its standard published specifications in effect at the time of delivery for a period of three to twelve months from the date the customer accepts the products. Additionally, Varian Semiconductor
warrants that maintenance services will be performed in a workmanlike manner consistent with generally accepted industry standards for a period of ninety days from the completion of any agreed-upon services. Varian Semiconductor provides for the
estimated cost of product warranties, the amount of which is based primarily upon historical information, at the time product revenue is recognized. Varian Semiconductors warranty obligation is affected by a number of factors, including
product failure rates, utilization levels, material usage, service delivery costs incurred in correcting a product failure, and supplier warranties on parts delivered to Varian Semiconductor. Should these factors or other factors affecting warranty
costs differ from Varian Semiconductors estimates, revisions to the estimated warranty liability would be required.



Product warranty activity for the first three months of fiscal year 2005 was as follows:



|                                                 |  |                       |        |  
|------------------------------------------------ |  | --------------------- | ------ | -
|                                                 |  | Amount ofLiability    |       
|                                                 |  | (Amounts inthousands) |       
|Balance as of October 1, 2004                    |  | $                     | 7,841  |  
|Accruals for warranties issued during the period |  |                       | 1,834  |  
|Increase to pre-existing warranties, net         |  |                       | 492    |  
|Settlements made during the period               |  |                       | (2,077 | )
|                                                 |  |                       |        |  
|Balance as of December 31, 2004                  |  | $                     | 8,090  |  
|                                                 |  |                       |        |  



7



---

##### Table of Contents

VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)



Note 9. Long-Term
Accrued Expenses



Long-term accrued expenses are comprised of accruals for
post-employment liabilities and environmental costs not expected to be expended within the next year. The current portion is recorded within accrued expenses.



Note 10. Retirement Plans



On October 5, 2004, Varian Semiconductors Board of Directors amended the definition of retirement to mean (i) for non-employee directors, the voluntary cessation of
service as a director after completion of at least three years of service as a director, (ii) for employees, other than executive officers as provided in clause (iii) below, the voluntary resignation from employment after completion of at least ten
years of service as an employee and the attainment of age 55, and (iv) for executive officers, the voluntary resignation from employment after the attainment of a combined age and years of service as an employee of at least 65, a minimum age of 55,
and completion of at least five years of service as an employee.



On December
8, 2004, Varian Semiconductor entered into a Retirement Agreement and General Release (the Retirement Agreement) with Ernest L. Godshalk, III pursuant to which Mr. Godshalk resigned from his position as a director and as President and
Chief Operating Officer of Varian Semiconductor effective as of December 31, 2004 (the Retirement Date) due to retirement. As a result, approximately $3.5 million was due to Mr. Godshalk, and expensed in the first quarter of fiscal 2005,
of which $2.5 million was a non-cash charge related to stock compensation. For more information, please see Item 9B of Part II of the Annual Report on Form 10-K for the year ended October 1, 2004.



Note 11. Recent Accounting Pronouncements



On October 22, 2004, the President signed the American Jobs Creation Act of 2004 (the
Jobs Act). The Jobs Act creates a temporary incentive for U.S. corporations to repatriate accumulated income earned abroad by providing an 85 percent dividends received deduction for certain dividends from controlled corporations. The
deduction is subject to a number of limitations and, as of today, uncertainty remains as to how to interpret numerous provisions of the Jobs Act. As such, Varian Semiconductor is not yet in a position to decide whether, or to what extent, it might
repatriate foreign earnings that have not yet been remitted to the U.S. Varian Semiconductor expects to complete its evaluation of the effects of the repatriation provision within a reasonable period of time following the publication of additional
guidance. At this time, the range of earnings that may be repatriated and the potential range of income tax effects of such repatriation cannot be reasonably estimated.



In December 2004, the FASB issued FASB Staff Position (FSP) No. 109-2, Accounting and Disclosure Guidance for the Foreign
Earnings Repatriation Provision within the American Jobs Creation Act of 2004 (FSP 109-2). FSP 109-2 provides guidance under FASB Statement No. 109, Accounting for Income Taxes, (FASB No. 109) with respect
to recording the potential impact of the repatriation provisions of the Jobs Act on enterprises income tax expense and deferred tax liability. The Jobs Act was enacted in October 2004. FSP No. 109-2 states that an enterprise is allowed time
beyond the financial reporting period of enactment to evaluate the effect of the Jobs Act on its plan for reinvestment or repatriation of foreign earnings for purposes of applying FASB No. 109.



Under the guidance in FSP No. 109-1, Application of FASB Statement No. 109, Accounting
for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004, issued in December 2004, the deduction will be treated as a special deduction as described in FASB No.
109. As such, the special deduction has no effect on deferred tax assets and liabilities existing at the enactment date. Rather, the impact of this deduction will be reported in the period in which the deduction is claimed on Varian
Semiconductors tax return. This provision will become effective for Varian Semiconductor in fiscal year 2006.



The Jobs Act also provides for a two-year phase-out of the existing extra-territorial income exclusion (the ETI) for foreign sales. This provision is
effective for transactions entered into after December 31, 2004. Varian Semiconductor expects the net effect of the phase-out of the ETI to result in an increase in the effective tax rate for fiscal year 2005 of less than one percentage point, based
on current earnings levels.



In November 2004, the FASB issued Statement No.
151, Inventory Costs  an Amendment of ARB No. 43, Chapter 4 (FASB No. 151). FASB No. 151 amends ARB 43, Chapter 4, to clarify that abnormal amounts of idle facility expense, freight, handling costs, and wasted materials
(spoilage) should be recognized as current-period charges. In addition, this statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. The provisions of
this statement are effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Varian Semiconductor is in the process of evaluating the impact of FASB No. 151.



8



---

##### Table of Contents

VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)



In December 2004, the FASB
issued Statement No. 123 (revised 2004), Share-Based Payment (FASB No. 123(R)). FASB No. 123(R) will require Varian Semiconductor to measure all employee stock-based compensation awards using a fair value method and
record such expense in its consolidated financial statements. In addition, the adoption of FASB No. 123(R) will require additional accounting related to the income tax effects and additional disclosure regarding the cash flow effects resulting from
share-based payment arrangements. FASB No. 123(R) is effective beginning in the fourth quarter of fiscal year 2005. The adoption of FASB No. 123(R) could have a material impact on Varian Semiconductors consolidated financial position, results
of operations and cash flows. Varian Semiconductor is in the process of evaluating the impact of implementing FASB No. 123(R).



Note 12. Operating Segments and Geographic Information



Varian Semiconductor has determined that it operates in one business segment: the manufacturing, marketing and servicing of semiconductor processing equipment for ion
implantation systems. Since Varian Semiconductor operates in one segment, all financial segment information required by FASB Statement No. 131, Disclosures about Segments of an Enterprise and Related Information, can be found in the
consolidated financial statements.



During the first quarter of fiscal year
2005, revenue from three customers, including the non-recurring royalty revenue in the first quarter of fiscal year 2005 of $18.9 million received from Applied Materials, Inc. (Applied Materials), accounted for 14%, 12%, and 11% of
Varian Semiconductors total revenue. Varian Semiconductor expects that sales of its products to relatively few customers will continue to account for a high percentage of its revenue in the foreseeable future. During the first quarter of
fiscal year 2004, revenue from one customer accounted for 20% of Varian Semiconductors total revenue.



As of December 31, 2004, three customers represented 13%, 13% and 10% of the total accounts receivable balance. As of October 1, 2004, two customers accounted for 15% and 12% of the total accounts receivable balance.



The following table summarizes revenue based on final geographic destination
and long-lived assets by geography:



|                                          |  |                        |        |        |   |        |  |       |        |       |   |              |  |   |        |  |   |        
|----------------------------------------- |  | ---------------------- | ------ | ------ | - | ------ |  | ----- | ------ | ----- | - | ------------ |  | - | ------ |  | - | -------
|                                          |  | NorthAmerica           |        | Europe |   | Taiwan |  | Korea |        | Other |   | Consolidated
|                                          |  | (Amounts in thousands) |        |       
|Revenue  Three months ended:             |  |                        |        |        |   |        |  |       |        |       |   |              |  |   |        |  |   |        
|December 31, 2004                         |  | $                      | 57,432 |        | $ | 16,195 |  | $     | 18,326 |       | $ | 33,413       |  | $ | 23,059 |  | $ | 148,425
|January 2, 2004                           |  |                        | 23,980 |        |   | 13,941 |  |       | 11,323 |       |   | 25,647       |  |   | 26,952 |  |   | 101,843
|                                          |  |                        |        |        |   |       
|Property, plant and equipment, net as of: |  |                        |        |        |   |        |  |       |        |       |   |              |  |   |        |  |   |        
|December 31, 2004                         |  | $                      | 50,197 |        | $ | 395    |  | $     | 344    |       | $ | 4,115        |  | $ | 647    |  | $ | 55,698 
|October 1, 2004                           |  |                        | 46,807 |        |   | 426    |  |       | 353    |       |   | 4,062        |  |   | 696    |  |   | 52,344 



The $18.9 million in non-recurring
royalty revenue received from Applied Materials is included in the North America revenue in the table above.



Note 13. Commitments, Contingencies and Guarantees



Varian Semiconductor is currently a defendant in a number of legal actions and could incur an uninsured liability in one or more of them. In the opinion of management, the outcome of such litigation will not have a
material adverse effect on the consolidated financial position, results of operations or cash flows of Varian Semiconductor.



As permitted under Delaware law, Varian Semiconductor has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer
or director is, or was, serving in such capacity at the request of Varian Semiconductor. The term of the indemnification period is for the officers or directors lifetime. The maximum potential amount of future payments Varian
Semiconductor could be required to make under these indemnification agreements is unlimited; however, Varian Semiconductor has a Director and Officer insurance policy that limits its exposure and enables Varian Semiconductor to recover a portion of
any future amounts paid. As a result of Varian Semiconductors insurance policy coverage, management believes the estimated fair value of these indemnification agreements is minimal. Accordingly, Varian Semiconductor has not recorded any
liabilities for these agreements as of December 31, 2004.



9



---

##### Table of Contents

VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)



Varian Semiconductor enters
into indemnification agreements in the normal course of business. Pursuant to these agreements, Varian Semiconductor indemnifies, holds harmless, and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party,
generally Varian Semiconductors customers, in connection with any patent, or any copyright or other intellectual property infringement claim by any third party with respect to Varian Semiconductors products. The term of these
indemnification agreements is generally perpetual any time after execution of the agreement. The maximum potential amount of future payments Varian Semiconductor could be required to make under these indemnification agreements is unlimited.
Management believes the estimated fair value of these agreements is minimal. Accordingly, Varian Semiconductor has not recorded any liabilities for these agreements as of December 31, 2004.



Varian Semiconductor also indemnifies certain customers with respect to damages, losses and
liabilities they may suffer or incur relating to personal injury, personal property damage, product liability, and environmental claims relating to the use of Varian Semiconductors products and services or resulting from the acts or omissions
of Varian Semiconductor, its employees, officers, authorized agents or subcontractors. Varian Semiconductor has general and umbrella insurance policies that limit its exposure under these indemnification obligations and guarantees. As a result of
its insurance policy coverage, Varian Semiconductor believes the estimated fair value of these indemnification agreements is minimal. Accordingly, Varian Semiconductor has not recorded any liabilities for these agreements as of December 31, 2004.



Varian Semiconductor also enters into purchase order commitments in the normal
course of business. As of December 31, 2004, Varian Semiconductor has approximately $57.0 million of purchase order commitments with various vendors.



Environmental Remediation



Prior to the spin-off of Varian Semiconductor from Varian Associates, Inc. (VAI) on April 2, 1999, Varian Semiconductors business was operated as the
Semiconductor Equipment Business (SEB) of VAI. On April 2, 1999, VAI contributed its SEB to Varian Semiconductor, its Instruments Business (IB) to Varian, Inc. (VI), and changed its name to Varian Medical Systems,
Inc. (VMS). These transactions were accomplished under the terms of several agreements by and among Varian Semiconductor, VI and VMS which include a Distribution Agreement, an Employee Benefits Allocation Agreement, an Intellectual
Property Agreement, a Tax Sharing Agreement, and a Transition Services Agreement (collectively, the Distribution Related Agreements). VAI 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 eight sites where VAI is alleged to have shipped manufacturing waste for recycling or disposal. VAI is also involved in various
stages of environmental investigation and/or remediation under the direction of, or in consultation with, foreign, federal, state and/or local agencies at certain current or former VAI facilities (including facilities disposed of in connection with
VAIs sale of its Electron Devices business during fiscal year 1995, and the sale of its Thin Film Systems business during fiscal year 1997). The Distribution Related Agreements provide that each of VMS, Varian Semiconductor and VI will
indemnify the others for one-third of these environmental investigation and remediation costs, as adjusted for any insurance proceeds and tax benefits expected to be realized upon payment of these costs.



For certain of these sites and facilities, various uncertainties make it difficult to assess
the likelihood and scope of further investigation or remediation activities or to estimate the future costs of such activities if undertaken. Varian Semiconductor has accrued $1.3 million in estimated environmental investigation and remediation
costs for these sites and facilities as of December 31, 2004. As to other sites and facilities, sufficient knowledge has been gained to be able to reasonably estimate the scope and costs of future environmental activities. As such, Varian
Semiconductor has accrued $4.5 million, which represents future costs discounted at 7%, net of inflation, to cover Varian Semiconductors portion of these costs. This reserve is in addition to the $1.3 million previously described.



As of December 31, 2004, Varian Semiconductors environmental liability, based upon
future environmental-related costs estimated by VMS as of that date and included in current and long-term accrued expenses, totaled $5.8 million, of which $0.9 million is classified as current.



The amounts set forth in the foregoing paragraph are only estimates of anticipated future
environmental-related costs, and the amounts actually spent in the years indicated may be greater or less than such estimates. The aggregate range of cost estimates reflects various uncertainties inherent in many environmental investigation and
remediation activities and the large



10



---

##### Table of Contents

VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)



number of sites where VMS
is undertaking such investigation and remediation activities. VMS believes that most of these cost ranges will narrow as investigation and remediation activities progress. Varian Semiconductor believes that its reserves are adequate, but as the
scope of the obligations becomes more clearly defined, these reserves may be modified and related charges against income may be made.



Although any ultimate liability arising from environmental-related matters described herein could result in significant expenditures that, if aggregated and assumed to
occur within a single fiscal year would be material to Varian Semiconductors financial statements, the likelihood of such occurrence is considered remote. Based on information currently available to management and its best assessment of the
ultimate amount and timing of environmental-related events, Varian Semiconductors management believes that the costs of these environmental-related matters are not reasonably likely to have a material adverse effect on the consolidated
financial statements of Varian Semiconductor.



Varian Semiconductor evaluates
its liability for environmental-related investigation and remediation in light of the liability and financial wherewithal of potentially responsible parties and insurance companies where Varian Semiconductor believes that it has rights to
contribution, indemnity and/or reimbursement. Claims for recovery of environmental investigation and remediation costs already incurred, and to be incurred in the future, have been asserted against various insurance companies and other third
parties. In 1992, VAI filed a lawsuit against 36 insurance companies with respect to most of the above-referenced sites and facilities. VAI received certain cash settlements with respect to these lawsuits in prior years. VMS has also reached an
agreement with an insurance company under which the insurance company agreed to pay a portion of Varian Semiconductors past and future environmental-related expenditures. Varian Semiconductor therefore has a receivable of $1.2 million in other
assets at December 31, 2004, as its portion of the insurance recoveries. Although VMS intends to aggressively pursue additional insurance recoveries, Varian Semiconductor has not reduced any liability in anticipation of recovery with respect to
claims made against third parties.



As part of the purchase of Varian
Semiconductors facility located in Newburyport, Massachusetts, Varian Semiconductor has indemnified the lender for any violation of any local, state and federal laws pertaining to environmental regulations, contamination or clean-up. Varian
Semiconductor believes the estimated fair value of this indemnification is minimal. Accordingly, Varian Semiconductor has not recorded any liabilities for this agreement as of December 31, 2004.



Legal Proceedings



In September 2000, Varian Semiconductor and Applied Materials settled patent infringement and antitrust litigation. After recording a
payment to Applied Materials and legal expenses, Varian Semiconductor recorded a gain of $16.0 million ($10.8 million after taxes) relating to this litigation settlement. Varian Semiconductor maintained a provision of $2.7 million in current
liabilities to cover any residual indemnification obligations described above. After evaluating all of the facts associated with this transaction, and consultation with counsel, management believes that Varian Semiconductor has no further liability
with respect to the settlement. The statute of limitations on the indemnification obligations expired during the first quarter of fiscal year 2005. Consequently, the remaining estimated loss contingency was reversed during the first quarter of
fiscal year 2005, and is included as a component of Other income, net.



Varian
Semiconductor has agreed to indemnify VMS and VI for any costs, liabilities or expenses relating to Varian Semiconductors legal proceedings, including the Applied Materials matter. Under the Distribution Related Agreements, Varian
Semiconductor has agreed to reimburse VMS for one-third of the costs, liabilities, and expenses, adjusted for any related tax benefits recognized or realized by VMS, with respect to certain legal proceedings relating to discontinued operations of
VMS. Varian Semiconductor believes the estimated fair value of the indemnification agreements is minimal, except as already recorded on the financial statements.



Varian Semiconductors operations are subject to various foreign, federal, state and/or local laws relating to the protection of the
environment. These include laws regarding discharges into soil, water and air, and the generation, handling, storage, transportation and disposal of waste and hazardous substances. In addition, several countries are reviewing proposed regulations
that would require manufacturers to dispose of their products at the end of a products useful life. These laws have the effect of increasing costs and potential liabilities associated with the conduct of certain operations.



Varian Semiconductor is currently the plaintiff in several legal disputes related to breach
of contract and certain patents that Varian Semiconductor believes the defendants have infringed. While Varian Semiconductor believes favorable judgments will be rendered with respect to such claims, the timing and amount, if any, of these judgments
is uncertain.



11



---

##### Table of Contents

VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 14. Restructurings



Varian Semiconductors business is cyclical and depends upon the capital expenditures of semiconductor manufacturers, which in turn
depend on the current and anticipated market demand for integrated circuits and products utilizing integrated circuits. The semiconductor industry has historically experienced periodic downturns and in response, Varian Semiconductor has occasionally
recorded restructuring charges in connection with cost reduction initiatives implemented in response to the industry downturns. Restructuring charges typically consist of severance, benefits and outplacement services offered to terminated employees
and sometimes include charges for remaining lease payments on facilities that are closed.



No restructuring costs were recognized during fiscal year 2004 or the first three months of fiscal year 2005. During fiscal year 2003, Varian Semiconductor recognized approximately $1.4 million in restructuring costs.
The restructuring costs related to a reduction in headcount of approximately 55 employees and were severance-related. The majority of the remaining restructuring reserve balance as of December 31, 2004 is expected to be paid during fiscal year 2005.



Below is a table summarizing the restructuring reserve activity in the first
quarter of fiscal year 2005:



|                                 |  |                       |      |  
|-------------------------------- |  | --------------------- | ---- | -
|                                 |  | FacilityClosures      |     
|                                 |  | (Amounts inthousands) |     
|Balance as of September 27, 2002 |  | $                     | 602  |  
|New charges                      |  |                       | 45   |  
|Cash payments                    |  |                       | (529 | )
|                                 |  |                       |      |  
|Balance as of October 3, 2003    |  |                       | 118  |  
|Cash payments                    |  |                       | (31  | )
|                                 |  |                       |      |  
|Balance as of October 1, 2004    |  |                       | 87   |  
|Cash Payments                    |  |                       | (46  | )
|                                 |  |                       |      |  
|Balance as of December 31, 2004  |  | $                     | 41   |  
|                                 |  |                       |      |  

Note 15. Derivative Financial Instruments



Varian Semiconductor uses derivative instruments to protect its interests from fluctuations in earnings and cash flows caused by volatility
in currency exchange rates. Varian Semiconductor continued its policy of hedging its current balance sheet re-measurement and certain foreign currency sales exposures with hedging instruments having terms of up to twelve months.



Varian Semiconductors international sales are primarily denominated in U.S. dollars.
For foreign currency denominated sales, however, the volatility of the foreign currency markets represents risk to Varian Semiconductor. Upon forecasting the exposure, Varian Semiconductor enters into hedges with forward sales contracts whose
critical terms are designed to match those of the underlying exposure. These hedges are evaluated for effectiveness at least quarterly by comparing the change in value of the forward contracts to the change in value of the underlying transaction,
with the effective portion of the hedge accumulated in Other Comprehensive Income (OCI). Any measured ineffectiveness is included immediately in marketing, general and administrative expenses in the consolidated statements of operations.
There has been no amount of ineffectiveness recognized during the three-month period ended December 31, 2004. OCI associated with hedges of sales denominated in foreign currencies are reclassified to revenue upon recognition in income of the
underlying hedged exposure. All amounts reported in OCI at December 31, 2004 are anticipated to be reclassified to revenue within seven months. OCI activity during the year (in thousands):



|                                                   |  |                       |      |  
|-------------------------------------------------- |  | --------------------- | ---- | -
|                                                   |  | Amount ofIncome       |     
|                                                   |  | (Amounts inthousands) |     
|Balance as of October 1, 2004                      |  | $                     |     |  
|Effective portion of cash flow hedging instruments |  |                       | (352 | )
|Reclassified to revenue                            |  |                       | 218  |  
|                                                   |  |                       |      |  
|Balance as of December 31, 2004                    |  | $                     | (134 | )
|                                                   |  |                       |      |  



12



---

##### Table of Contents

VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)



Note 16. Comprehensive
Income



|                                                   |  |                           |        |   |                |   |       |  
|-------------------------------------------------- |  | ------------------------- | ------ | - | -------------- | - | ----- | -
|                                                   |  | Fiscal Three Months Ended |       
|                                                   |  | December 31,2004          |        |   | January 2,2004 |  
|                                                   |  | (Amounts in thousands)    |       
|Net income                                         |  | $                         | 27,967 |   |                | $ | 4,803 |  
|Other comprehensive loss:                          |  |                           |        |   |                |   |       |  
|Effective portion of cash flow hedging instruments |  |                           | (352   | ) |                |   |      |  
|Reclassified to revenue                            |  |                           | 218    |   |                |   |      |  
|Unrealized loss on short-term investments          |  |                           | (733   | ) |                |   | (49   | )
|                                                   |  |                           |        |   |                |   |       |  
|Comprehensive income                               |  | $                         | 27,100 |   |                | $ | 4,754 |  
|                                                   |  |                           |        |   |                |   |       |  



13



---

##### Table of Contents

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



This Form 10-Q contains certain forward-looking statements. For purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995, any
statements using the terms believes, anticipates, expects, plans or similar expressions are forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from those projected. There are a number of important factors that could cause Varian Semiconductor Equipment Associates, Inc. (Varian Semiconductor)s actual results to differ materially from
those indicated by forward-looking statements made in this report and presented by management from time to time. Some of the important risks and uncertainties that may cause Varian Semiconductors financial results to differ are described under
the heading Risk Factors in this report and in the annual report on Form 10-K for the fiscal year ended October 1, 2004, filed with the Securities and Exchange Commission (SEC) on December 14, 2004.



The following information should be read in conjunction with the unaudited interim
consolidated financial statements and notes thereto included in Item 1. Consolidated Financial Statements of this quarterly report and the audited consolidated financial statements and notes thereto and the section titled Item 7.
Managements Discussion and Analysis of Financial Condition and Results of Operations in Varian Semiconductors annual report on Form 10-K for the fiscal year ended October 1, 2004, filed with the SEC on December 14, 2004.



Overview



Varian Semiconductor is a leading supplier of ion implantation equipment used in the fabrication of semiconductor chips. Varian
Semiconductor designs, manufactures, markets and services semiconductor processing equipment for virtually all of the major semiconductor manufacturers in the United States (U.S.), Europe and Asia Pacific. The VIISta®ion implanter products are designed to leverage single wafer processing technology for the full range
of semiconductor implant applications.



Varian Semiconductor provides support,
training, and after-market products and services that help its customers to obtain high utilization and productivity, reduce operating costs, and extend capital productivity of customer investments through multiple product generations. In 2004,
Varian Semiconductor was ranked number one in customer satisfaction in VLSI Research Inc.s customer survey for all large suppliers of wafer processing equipment, an honor received in seven of the past eight years.



Varian Semiconductors business is cyclical and depends upon the capital expenditures of
semiconductor manufacturers, which in turn depends on the current and anticipated market demand for integrated circuits and products utilizing integrated circuits. In fiscal 2001 and fiscal 2002, the semiconductor equipment manufacturers experienced
a significant contraction in the demand for products due to the slowdown in economies worldwide, specifically the slowdown in technology sectors that utilize integrated circuits. In fiscal year 2003, Varian Semiconductor experienced an increase in
business activity owing to a generally strengthening economy and increased demand for semiconductors. During fiscal year 2004, demand was strong for products in the semiconductor industry. However, visibility is still limited and thus, it is not
known whether or not the industry will continue in its current pattern.



Critical Accounting Policies and Significant Judgments and Accounting Estimates



Varian Semiconductors discussion and analysis of its financial condition and results of operations are based upon Varian Semiconductors consolidated financial statements, which have been prepared in
accordance with generally accepted accounting principles (GAAP) in the U.S. The preparation of these consolidated financial statements requires Varian Semiconductor to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a continual basis, Varian Semiconductor evaluates its estimates, including those related to inventories, accounts receivable, intangible
assets, income taxes, warranty obligations, post-retirement benefits, contingencies, and functional currencies. Varian Semiconductor operates in a highly cyclical and competitive industry that is influenced by a variety of diverse factors including,
but not limited to, technological advances, product life cycles, customer and supplier lead times, and macroeconomic and geographic economic trends. Estimating product demand beyond a relatively short forecasting horizon is difficult and prone to
forecasting error due to the cyclical nature and inherent lack of visibility in the industry. Varian Semiconductor bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions
or conditions. See also the factors discussed below under the section titled 
Risk Factors.



14



---

##### Table of Contents

Varian Semiconductor believes that the following sets forth the critical accounting policies used by Varian Semiconductor
in the preparation of its consolidated financial statements.



Revenue
Recognition



Product revenue includes established products, new products
and spare parts.



Varian Semiconductor recognizes revenue from product sales
upon shipment provided title and risk of loss has passed to the customer, evidence of an arrangement exists, fees are contractually fixed or determinable, collectibility is reasonably assured through historical collection results and regular credit
evaluations, and there are no uncertainties regarding customer acceptance.



For
established and new products, a portion of the total purchase price is typically not due until installation occurs and the customer accepts the product. For established products, the lesser of the amount allocated to the equipment or the contractual
amount due upon delivery is recorded as product revenue upon delivery. The amount deferred is recognized as revenue upon customer acceptance. For new products, revenue allocated to the equipment is recognized upon customer acceptance. Revenue
related to spare parts and upgrade sales is recognized upon the later of delivery or when the title and risk of loss passes to the customer.



Products are classified as established products if post-delivery acceptance provisions and the installation process have been determined to be routine (due to the fact
that the acceptance provisions are generally a replication of pre-shipment procedures) and there is a demonstrated history of achieving predetermined installation cost targets. The majority of products are designed and manufactured to meet
contractual customer specifications. To ensure customer specifications are satisfied, the systems are tested at Varian Semiconductors manufacturing facility prior to shipment. To the extent that customers conditions cannot be replicated
in Varian Semiconductors facilities or if there is not a demonstrated history of meeting newer customer specifications, then the product is treated as new for revenue recognition purposes. Varian Semiconductor has predetermined criteria for
changing the classification of a new product to an established product. A new product must achieve a set number of acceptances and a set target for installation cost. Once the criteria have been achieved for a new product, the product is considered
established.



Service revenue includes revenue from maintenance and service
contracts, extended warranties, paid service and installation services. Revenue related to maintenance and service contracts is recognized ratably over the duration of the contracts. Extended warranties are deferred as deferred revenue and
recognized ratably over the applicable warranty term. Revenue related to paid service is recorded when earned and revenue related to installation is recorded upon fulfillment of the service obligation. Royalty and license revenue is recognized when
contractual obligations are met, and in the case of royalties, upon receipt of a royalty report from the customer, evidence of an arrangement exists, fees are fixed or determinable and collection is reasonably assured.



When fees are not fixed or determinable, revenue is recorded when payments become due.



Varian Semiconductors transactions frequently include the sale of
systems and services under multiple element arrangements. Revenue under these arrangements is allocated to all elements, except systems, based upon the fair market value of those elements. The amount allocated to installation is based upon hourly
rates at the estimated time to complete the service. The fair value of all other elements is based upon the price charged when these amounts are sold separately and unaccompanied by other elements. The amount of revenue allocated to systems is done
on a residual method basis. Under this method, the total value of the arrangement is allocated first to the undelivered elements based on their fair values, with the remainder being allocated to systems revenue.



Inventory and Purchase Order Commitments



Varian Semiconductor values its inventory at the lower of cost or market. The determination
of lower of cost or market requires that Varian Semiconductor make significant assumptions about future demand for products and the transition to new product offerings from legacy products. Estimating product demand beyond a relatively short
forecasting horizon is difficult and prone to forecasting error due to the cyclical nature and inherent lack of visibility in the industry. Varian Semiconductor also provides for losses on those open purchase order commitments in which Varian
Semiconductors estimated obligation to receive inventory under these commitments exceeds expected production demand. These assumptions include, but are not limited to, future manufacturing schedules, customer demand, supplier lead time and
technological and



15



---

##### Table of Contents

market obsolescence. Once inventory is written down and a new cost basis has been established, it is not written back up if demand increases. If market
conditions are less favorable than those projected by management, additional inventory provisions may be required. If market conditions are more favorable than those projected by management, and specific products previously written down are
subsequently sold, gross profit would improve by the amount of the specific write down reversed in the quarter the inventory is sold. In the case of purchase order commitments, more favorable market conditions or successful negotiations with
suppliers will result in a reduction of provisions in the quarter the excess purchase order commitments are reduced.



Allowance for Doubtful Accounts



Varian Semiconductor maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments for products
and services. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the amount of days the balance is past due and the estimated loss
is calculated as a percentage of the total category based upon past history. If the financial conditions of Varian Semiconductors customers were to deteriorate resulting in their inability to make payments, additional allowances may be
required. If accounts previously identified as a risk and reserved for subsequently stabilize and are deemed to no longer be at risk for collection, or categories past due decrease, the allowance for doubtful accounts may be reduced. As a result, a
reduction to bad debt expense would be recognized in the period the determination was made.



Valuation Allowance on Deferred Tax Assets and Income Tax Provision



Financial Accounting Standards Board (FASB) Statement No. 109, Accounting for Income Taxes, (FASB No. 109) requires that deferred tax assets be reduced by a valuation allowance if
it is more likely than not that a portion of the deferred tax asset will not be realized. On a quarterly basis, Varian Semiconductor evaluates both the positive and negative evidence bearing upon the realizability of its deferred tax assets. Varian
Semiconductor considers future taxable income, ongoing prudent and feasible tax planning strategies, and the ability to utilize tax losses and credits in assessing the need for a valuation allowance. A valuation allowance related to certain state
tax credit carryforwards has been recorded. Management has concluded that it is more likely than not that these credits will not be utilized since historically the annual amount of state credits generated exceeds the amount of credits that can be
used. Should Varian Semiconductor determine that it is not able to realize all or part of its other deferred tax assets in the future, a valuation allowance would be required resulting in an expense recorded within the provision for income taxes
line in the Statement of Income in the period in which such determination was made. It is reasonably possible that the amount of the deferred tax asset considered realizable could be reduced in the near term if future taxable income is reduced.
Varian Semiconductors effective tax rate is affected by levels of taxable income in domestic and foreign tax jurisdictions, U.S. tax credits generated and utilized for research and development expenditures, U.S. foreign income exclusion,
investment tax credits and other tax incentives specific to domestic and foreign operations. In the normal course of business, Varian Semiconductor and its subsidiaries are examined by various tax authorities, including the Internal Revenue Service
(IRS). The IRS is presently conducting an examination for the tax years 1999 through 2002 as part of its routine examinations of Varian Semiconductors income tax returns. The outcome of this examination cannot be determined at this
time since fieldwork is still underway. Varian Semiconductor anticipates that the examination may be completed during fiscal year 2005. Unfavorable settlement of any particular issue would require the use of cash. Favorable resolution would result
in a reduction to Varian Semiconductors effective tax rate in the quarter of resolution. Any additional impact on Varian Semiconductors liability for income taxes cannot presently be determined; however, Varian Semiconductor believes its
accrued income tax liabilities are adequate.



Product Warranties



Varian Semiconductor provides for the estimated cost of product
warranties, the amount of which is based primarily upon historical information, at the time product revenue is recognized. While Varian Semiconductor engages in extensive product quality programs and processes including actively monitoring and
evaluating the quality of its component supplies, Varian Semiconductors warranty obligation is affected by product failure rates, utilization levels, material usage, service delivery costs incurred in correcting a product failure, and supplier
warranties on parts delivered to Varian Semiconductor. Should actual product failure rates, utilization levels, material usage, service delivery costs or supplier warranties on parts differ from Varian Semiconductors estimates, revisions to
the estimated warranty liability would be required.



Environmental
Liabilities



Liabilities are recorded when environmental assessments
and/or remedial efforts are probable and the costs can be reasonably estimated. Generally, the timing of these accruals coincides with completion of a feasibility study or Varian Semiconductors



16



---

##### Table of Contents

commitment to a formal plan of action. In situations where the various uncertainties make it difficult to assess the likelihood and scope of further
investigation or remediation activities or to estimate then future costs, the lower limit of an estimated range is accrued on a non-discounted basis. All other liabilities, which are usually where Varian Semiconductor has generally sufficient
knowledge to be able to better estimate the scope of costs and future activities, are accrued on a discounted basis. Should new information become available and/or different assumptions be applied in the estimation of environmental liabilities,
revisions to the accrued environmental liability would be required.



Results
of Operations



Revenue



The following table sets forth revenue by category for the three-month periods ended
December 31, 2004 and January 2, 2004:



|                    |  |                           |         |                |   |         |  |               |        |  |     |  
|------------------- |  | ------------------------- | ------- | -------------- | - | ------- |  | ------------- | ------ |  | --- | -
|                    |  | Fiscal Three Months Ended |         |                |   |         | 
|                    |  | December 31,2004          |         | January 2,2004 |   | Change  |  | PercentChange |       
|                    |  | (Amounts in thousands)    |        
|Product             |  | $                         | 107,088 |                | $ | 86,439  |  | $             | 20,649 |  | 24  | %
|Service             |  |                           | 19,395  |                |   | 13,310  |  |               | 6,085  |  | 46  | %
|Royalty and license |  |                           | 21,942  |                |   | 2,094   |  |               | 19,848 |  | 948 | %
|                    |  |                           |         |                |   |         |  |               |        |  |     |  
|Revenue             |  | $                         | 148,425 |                | $ | 101,843 |  | $             | 46,582 |  | 46  | %
|                    |  |                           |         |                |   |         |  |               |        |  |     |  



Product



During the first quarter of fiscal year 2005, product revenue was $107.1 million, compared
to $86.4 million for the same period a year ago. The increase was due to increased demand for all product lines, especially in North America, and continued strength in Asia. The increase is also attributable to higher parts revenue and sales of
upgrades compared to the same period a year ago.



Service



Service revenue during the first quarter of fiscal year 2005 was $19.4 million, compared to
$13.3 million for the same period a year ago. The increase is primarily the result of increased recognition of installation revenue, which is a result of increased volume of shipments during the past few quarters.



Royalty



Pursuant to the terms of a Settlement and License Agreement between Varian Semiconductor and Lam Research Corporation (Lam), Lam
made its last quarterly cash payment of $1.25 million in December 2004. Lam was required to make quarterly cash payments of $1.25 million through December 2004 for use of certain of Varian Semiconductors patents. These quarterly cash payments
have been recognized as royalty revenue in the first quarter of fiscal year 2005 and 2004.



As a result of an arbitration panel ruling in the second phase of the arbitration between Varian Semiconductor and Applied Materials, Inc. (Applied Materials), Varian Semiconductor received $24.6 million
during the first quarter of fiscal year 2005 for past due royalties and interest. Of the $24.6 million, $18.9 million has been included in royalty revenue and $5.7 million in interest income in the first quarter of fiscal year 2005. Applied
Materials is also required to make quarterly unit-based royalty payments to Varian Semiconductor on future sales of certain products found to be within the scope of the patent license agreement (the Agreement) through expiration of the
Agreement in March 2007.



During the first quarter of fiscal year 2005, revenue
from three customers, including the non-recurring royalty revenue in the first quarter of fiscal year 2005 of $18.9 million received from Applied Materials, accounted for 14%, 12%, and 11% of Varian Semiconductors total revenue. Varian
Semiconductor expects that sales of its products to relatively few customers will continue to account for a high percentage of its revenue in the foreseeable future. During the first quarter of fiscal year 2004, revenue from one customer accounted
for 20% of Varian Semiconductors total revenue.



Fluctuations in
the timing and mix of product shipments, customer requirements for systems, and the completion of the installation of the product will continue to have a significant impact on the timing and amount of revenue in any given period (see also Risk
Factors and Critical Accounting Policies - Revenue Recognition).



17



---

##### Table of Contents

Cost of Product and Service Revenue. Cost of product revenue was $58.9 million and gross margin was 45% for first
quarter of fiscal year 2005, compared to the cost of product revenue of $50.4 million and gross margin of 42% for first quarter of fiscal year 2004. Gross profit was favorably affected in the first quarter of fiscal year 2005 by increased
sales of parts and upgrades, when compared to the same period a year ago. Varian Semiconductor has historically, and may in the future, sustain inventory-related charges resulting from numerous factors, including changes in customers purchase
commitments, changes in commitments to Varian Semiconductor vendors, technology changes and Varian Semiconductors manufacturing lead-times. Cost of service revenue was $13.4 million and gross margin was 31% for the first quarter of fiscal year
2005, compared to a cost of service revenue of $9.0 million and gross margin of 32% for the first quarter of fiscal year 2004.



Research and Development. Research and development expenses were $18.7 million for the first quarter of fiscal year 2005, compared to $16.3 million for the first
quarter of fiscal year 2004. The increase was a result of increased labor and material spending associated with the development of new products, particularly high current implanters.



Marketing, General and Administrative. Marketing, general and administrative expenses were $27.4 million for the first quarter of
fiscal year 2005, compared to $19.8 million in the same period in 2004. The increase in expenses was the result of $3.5 million in expense related to the Chief Operating Officers retirement agreement discussed below, increased customer
demonstrations and evaluation tools and higher business activity compared to the same period a year ago.



On December 8, 2004, Varian Semiconductor entered into a Retirement Agreement and General Release (the Retirement Agreement) with Ernest L. Godshalk, III pursuant to which Mr. Godshalk resigned from his
position as a director and as President and Chief Operating Officer of Varian Semiconductor effective as of December 31, 2004 (the Retirement Date) due to retirement. As a result, approximately $3.5 million was due to Mr. Godshalk, and
expensed in the first quarter of fiscal 2005, of which $2.5 million was a non-cash charge related to stock compensation. For more information, please see Item 9B of Part II of the Annual Report on Form 10-K for the year ended October 1, 2004.



Interest Income and Interest Expense. During the first quarter of
fiscal year 2005, Varian Semiconductor earned $7.6 million in net interest income, compared to $0.9 million for the first quarter of fiscal year 2004. $5.7 million of interest income in the first quarter of fiscal year 2005 related to past due
royalties from Applied Materials as a result of an arbitration ruling (see also Royalty Revenue). The remaining net interest income relates to interest income from investments slightly offset by interest expense related to the debt assumed as part
of the purchase of the facility in Newburyport, Massachusetts in February 2003. The net interest income for the first quarter of fiscal year 2004 related to investment interest income offset by interest expense on the facility loan.



Other Income, Net. Other income, net, was $2.8 million and $3,000 for the three-month
periods ended December 31, 2004 and January 2, 2004, respectively. In the first quarter of fiscal year 2005 other income included $2.7 million for the reduction of an estimated loss contingency that had been established to cover any residual
indemnification obligations related to patent infringement and antitrust litigation. After evaluating all of the facts associated with this transaction, and consultation with counsel, management believes that Varian Semiconductor has no further
liability with respect to the settlement. The statute of limitations on the indemnification obligations expired during the first quarter of fiscal year 2005 (See Note 13. Commitments, Contingencies and Guarantees in the Notes to the Unaudited
Interim Consolidated Financial Statements).



Provision for Income Taxes.
Varian Semiconductors effective income tax rate was 31% for the three-month period ended December 31, 2004 and 33% for the same period ended January 2, 2004. The rates are lower than the U.S. federal statutory rate principally due to credits
and lower-taxed foreign income. Future tax rates may vary from the historic rates depending on the worldwide composition of earnings and the continuing availability of income tax credits as well as the potential resolution of tax contingencies. On
October 22, 2004, the President signed the American Jobs Creation Act of 2004 (the Jobs Act). The Jobs Act creates a temporary incentive for U.S. corporations to repatriate accumulated income earned abroad by providing an 85 percent
dividends received deduction for certain dividends from controlled corporations. The deduction is subject to a number of limitations and, as of today, uncertainty remains as to how to interpret numerous provisions of the Jobs Act. As such, Varian
Semiconductor is not yet in a position to decide whether, or to what extent, Varian Semiconductor might repatriate foreign earnings that have not yet been remitted to the U.S. Varian Semiconductor expects to complete its evaluation of the effects of
the repatriation provision within a reasonable period of time following the publication of additional guidance. At this time, the range of earnings that may be repatriated and the potential range of income tax effects of such repatriation cannot be
reasonably estimated.



The Jobs Act also provides for a two-year phase-out of
the existing extra-territorial income exclusion (the ETI) for foreign sales. This provision is effective for transactions entered into after December 31, 2004. Varian Semiconductor expects the net effect of the phase-out of the ETI to
result in an increase in the effective tax rate for fiscal year 2005 of less than one percentage point, based on current earnings levels.



18



---

##### Table of Contents

In addition, the Jobs Act provides a deduction for income from qualified domestic production activities, which will be
phased in from 2005 through 2010. This provision will become effective for Varian Semiconductor in fiscal year 2006.



Net Income. As a result of the foregoing factors, in the first quarter of fiscal year 2005, Varian Semiconductor recorded net income of $28.0 million, compared to
net income of $4.8 million for the first quarter of fiscal year 2004. The net income per diluted share was $0.75 for the first quarter of fiscal year 2005, compared to net income per diluted share of $0.13 for the first quarter of fiscal year 2004.



Liquidity and Capital Resources



Varian Semiconductor generated $52.9 million of cash from operations during the first
quarter of fiscal year 2005, compared to $19.4 million of cash used in operations during the first quarter of fiscal year 2004. Cash provided by operations in the first quarter of fiscal year 2005 was primarily a result of net income of $28.0
million, an increase in accounts payable of $12.3 million, and decreases in other current assets and accounts receivable of $20.8 million and $4.5 million, respectively. These increases were partially offset by a $15.5 million increase in
inventories and a $5.0 million decrease in accrued expenses. Cash used in operations in the first quarter of fiscal year 2004 was primarily from the increases in accounts receivable of $32.8 million and inventories of $14.9 million. These changes
were partially offset by increases in accounts payable of $8.9 million and deferred revenue of $7.3 million, in addition to net income of $4.8 million and a tax benefit of $8.9 million from stock option exercises.



Varian Semiconductor used a net of $49.9 million and $52.1 million of cash and cash
equivalents for the purchase of short-term investments during the first quarter of fiscal year 2005 and 2004, respectively, and $3.3 million and $0.9 million of cash and cash equivalents for the purchase of property, plant and equipment during the
first quarter of fiscal year 2005 and 2004, respectively.



During the first
quarter of fiscal year 2005, Varian Semiconductor generated $1.9 million of cash from financing activities, primarily due to $2.0 million from the issuance of common stock upon the exercise of stock options, offset by repayments on long-term
borrowings. During the first quarter of fiscal year 2004, Varian Semiconductor generated $14.8 million of cash from financing activities, primarily due to $14.9 million from the issuance of common stock upon the exercise of stock options and under
the employee stock purchase plan, offset by repayments on short- and long-term borrowings.



Varian Semiconductors liquidity is affected by many factors, some based on the normal operations of the business and others related to the uncertainties of the industry and global economies. Varian Semiconductor
believes that cash, cash equivalents and short-term investments of $443.4 million at December 31, 2004 will be sufficient to satisfy working capital requirements, commitments for capital expenditures and other purchase commitments, environmental
contingencies and cash requirements for the foreseeable future.



Off-Balance
Sheet Arrangements



Varian Semiconductor does not have any relationships
with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance-sheet arrangements or other
contractually narrow or limited purposes. As such, Varian Semiconductor is not exposed to any financing, liquidity, market or credit risk that could arise if Varian Semiconductor had engaged in such relationships.



Contractual Obligations



Under GAAP, certain obligations and commitments are not required to be included in the consolidated balance sheets and statements of income.
These obligations and commitments, while entered into in the normal course of business, may have a



19



---

##### Table of Contents

material impact on liquidity. The following commitments as of December 31, 2004 have not been included in the consolidated balance sheets and statements of
income included under Item 1. Consolidated Financial Statements; however, they have been disclosed in the following table in order to provide a more accurate picture of Varian Semiconductors financial position and liquidity.



|                           |  |                        |        |                       |   |          |  |   |      
|-------------------------- |  | ---------------------- | ------ | --------------------- | - | -------- |  | - | -----
|                           |  | Payments Due by Period
|                           |  | Total                  |        | Less than1 Year       |   | 1-3Years
|                           |  |                        |        | (Amounts inthousands)
|Operating leases           |  | $                      | 2,993  |                       | $ | 1,862    |  | $ | 1,131
|Purchase order commitments |  |                        | 56,957 |                       |   | 55,757   |  |   | 1,200
|                           |  |                        |        |                       |   |          |  |   |      
|Total commitments          |  | $                      | 59,950 |                       | $ | 57,619   |  | $ | 2,331
|                           |  |                        |        |                       |   |          |  |   |      



Transactions with Affiliates and
Related Parties



Operations prior to April 2, 1999 had been part of the
former Varian Associates, Inc. (VAI), now known as Varian Medical Systems, Inc. (VMS) (See Note 13. Commitments, Contingencies and Guarantees in the Notes to the Unaudited Interim Consolidated Financial Statements). On April
2, 1999, VAI contributed its Semiconductor Equipment Business (SEB) to Varian Semiconductor, then distributed to the holders of record of VAI common stock one share of common stock of Varian Semiconductor for each share of VAI common
stock owned on March 24, 1999. At the same time, VAI contributed its Instruments Business (IB) to Varian, Inc. (VI) and distributed to the holders of record of VAI common stock one share of common stock of IB for each share
of VAI common stock owned on March 24, 1999. VAI retained its Health Care Systems business and changed its name to VMS effective as of April 2, 1999. These transactions were accomplished under the terms of a Distribution Agreement by and among
Varian Semiconductor, VAI, hereafter referred to as VMS for periods following the spin-off and VI (the Distribution Agreement). For purposes of providing an orderly transition and to define certain ongoing relationships between and among
Varian Semiconductor, VMS and VI after the spin-off Varian Semiconductor, VMS and VI also entered into certain other agreements which include an Employee Benefits Allocation Agreement, an Intellectual Property Agreement, a Tax Sharing Agreement and
a Transition Services Agreement (collectively, the Distribution Related Agreements).



The Distribution Related Agreements provide that from and after the spin-off, VMS, VI, and Varian Semiconductor will indemnify each and their respective subsidiaries, directors, officers, employees and agents against
all losses arising in connection with shared liabilities (including certain environmental and legal liabilities). All shared liabilities will be managed and administered by VMS and expenses and losses, net of proceeds and other receivables, will be
borne one-third each by VMS, VI, and Varian Semiconductor. The Distribution Related Agreements also provide that Varian Semiconductor shall assume all of its liabilities, other than shared liabilities (including accounts payable, accrued payroll and
pension liabilities) in accordance with their terms. During fiscal years 2004, 2003 and 2002, Varian Semiconductor was charged $1.6 million, $1.4 million, and $4.0 million, respectively, by VMS in settlement of these obligations. During the first
quarter of fiscal year 2005, Varian Semiconductor was charged by VMS $0.3 million in settlement of these obligations. During the first quarter of fiscal year 2004, Varian Semiconductor was charged by VMS $0.4 million in settlement of these
obligations.



Recent Accounting Pronouncements



On October 22, 2004, the President signed the Jobs Act. The Jobs Act creates a temporary
incentive for U.S. corporations to repatriate accumulated income earned abroad by providing an 85 percent dividends received deduction for certain dividends from controlled corporations. The deduction is subject to a number of limitations and, as of
today, uncertainty remains as to how to interpret numerous provisions of the Jobs Act. As such, Varian Semiconductor is not yet in a position to decide whether, or to what extent, it might repatriate foreign earnings that have not yet been remitted
to the U.S. Varian



20



---

##### Table of Contents

Semiconductor expects to complete its evaluation of the effects of the repatriation provision within a reasonable period of time following the publication of
additional guidance. At this time, the range of earnings that may be repatriated and the potential range of income tax effects of such repatriation cannot be reasonably estimated.



In December 2004, the FASB issued FASB Staff Position (FSP) No. 109-2, Accounting and Disclosure Guidance for the Foreign
Earnings Repatriation Provision within the American Jobs Creation Act of 2004 (FSP 109-2). FSP 109-2 provides guidance under FASB No. 109 with respect to recording the potential impact of the repatriation provisions of the Jobs Act
on enterprises income tax expense and deferred tax liability. The Jobs Act was enacted in October 2004. FSP No. 109-2 states that an enterprise is allowed time beyond the financial reporting period of enactment to evaluate the effect of the
Jobs Act on its plan for reinvestment or repatriation of foreign earnings for purposes of applying FASB No. 109. At this time, the range of earnings that may be repatriated and the potential range of income tax effects of such repatriation cannot be
reasonably estimated.



Under the guidance in FSP No. 109-1, Application
of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004, issued in December 2004, the deduction will be treated as a special
deduction as described in FASB No. 109. As such, the special deduction has no effect on deferred tax assets and liabilities existing at the enactment date. Rather, the impact of this deduction will be reported in the period in which the
deduction is claimed on Varian Semiconductors tax return. This provision will become effective for Varian Semiconductor in fiscal year 2006.



The Jobs Act also provides for a two-year phase-out of the existing extra-territorial income exclusion (the ETI) for foreign sales. This provision is
effective for transactions entered into after December 31, 2004. Varian Semiconductor expects the net effect of the phase-out of the ETI to result in an increase in the effective tax rate for fiscal year 2005 of less than one percentage point, based
on current earnings levels.



In November 2004, the FASB issued Statement No.
151, Inventory Costs  an Amendment of ARB No. 43, Chapter 4 (FASB No. 151). FASB No. 151 amends ARB 43, Chapter 4, to clarify that abnormal amounts of idle facility expense, freight, handling costs, and wasted materials
(spoilage) should be recognized as current-period charges. In addition, this statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. The provisions of
this statement are effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Varian Semiconductor is in the process of evaluating the impact of FASB No. 151.



In December 2004, the FASB issued Statement No. 123 (revised 2004), Share-Based
Payment (FASB No. 123(R)). FASB No. 123(R) will require Varian Semiconductor to measure all employee stock-based compensation awards using a fair value method and record such expense in its consolidated financial statements.
In addition, the adoption of FASB No. 123(R) will require additional accounting related to the income tax effects and additional disclosure regarding the cash flow effects resulting from share-based payment arrangements. FASB No. 123(R) is effective
beginning in the fourth quarter of fiscal 2005. The adoption of FASB No. 123(R) could have a material impact on Varian Semiconductors consolidated financial position, results of operations and cash flows. Varian Semiconductor is in the process
of evaluating the impact of implementing FASB No. 123(R).



Risk Factors



The semiconductor industry is
cyclical, and a slowdown in demand for Varian Semiconductors semiconductor manufacturing equipment could negatively affect financial results.



The semiconductor industry historically has been cyclical in nature and has experienced periodic downturns. The industry is currently experiencing volatility in product
pricing and in product demand. Volatility may result in significant reductions and delays in the purchase of semiconductor manufacturing equipment and the construction of new fabrication facilities. Even though Varian Semiconductors revenues
fluctuate significantly from period to period, in order to remain competitive, Varian Semiconductor continues to invest in research and development and to maintain its worldwide customer service and support capability. These investments in the
business may adversely affect Varian Semiconductors financial results.



Varian Semiconductor faces intense competition in the semiconductor equipment industry.



Significant competitive factors in semiconductor equipment manufacturing include the strength of customer relationships, pricing, technological performance and timing, distribution capabilities and financial
viability. Varian Semiconductor believes that in order to remain competitive in this industry, it will need to devote significant financial resources to research and development, to offer and market a broad range of products, and maintain and
enhance customer service and support centers worldwide. The semiconductor equipment industry is increasingly dominated by large manufacturers who have resources to support customers worldwide, and some of Varian Semiconductors competitors have
substantially greater financial resources and more extensive engineering, manufacturing, marketing, service and support than does Varian Semiconductor. With fewer resources, Varian Semiconductor may not be able to match the product offerings or
customer service and technical support offered by its competitors. In addition, there are several smaller companies that provide innovative technology that may have performance advantages over Varian Semiconductors systems. If these
manufacturers continue to improve their product performance and pricing, enter into strategic relationships, expand their current targeted geographic territory or consolidate with large equipment manufacturers, sales of Varian Semiconductors
products may suffer.



21



---

##### Table of Contents

Varian Semiconductor derives a substantial portion of its revenues from a small number of customers, and its business
may be harmed by the loss of any one significant customer.



Varian
Semiconductor has historically sold at least half of its systems in any particular period to its major customers, some of which include Hynix Semiconductor, Inc., International Business Machines Corporation, Infineon Technologies AG, Intel
Corporation, Micron Technology, Inc., Samsung Electronics Corporation Limited, Sony Corporation, STMicroelectronics, Texas Instruments, Inc., Taiwan Semiconductor Machines Corporation and United Microelectronics Corporation. During some quarters,
some of these customers have individually accounted for more than ten percent of Varian Semiconductors total revenue. Varian Semiconductor expects that sales of its products to relatively few customers will continue to account for a high
percentage of its revenue in the foreseeable future. Furthermore, Varian Semiconductor may have difficulty attracting additional large customers because its sales depend, in large part, upon the decision of a prospective customer to increase
manufacturing capacity in an existing fabrication facility or to transfer a manufacturing process to a new fabrication facility, both of which typically involve a significant capital commitment. Once a semiconductor manufacturer has selected a
particular suppliers capital equipment, the manufacturer generally relies upon that equipment for the specific production line application and frequently will attempt to consolidate its other capital equipment requirements with the same
supplier. Consequently, Varian Semiconductor may experience difficulty in selling to a prospective customer if that customer initially selects a competitors capital equipment.



Varian Semiconductors quarterly results of operations are likely to fluctuate, and as a result, Varian Semiconductor may fail to
meet the expectations of its investors and securities analysts, which may cause the price of its common stock to decline.



Varian Semiconductor has experienced and expects to continue to experience significant fluctuations in its quarterly financial results. From time to time, customers may
accelerate, postpone, or cancel shipments, or production difficulties could delay shipments. A cancellation, delay in shipment or delay in customer acceptance of the product upon installation in any quarter may cause revenue in such quarter to fall
significantly below expectations, which could cause the market price of Varian Semiconductors common stock to decline. Varian Semiconductors financial results also fluctuate based on gross profit realized on sales. Gross profit as a
percentage of revenue may vary based on a variety of factors, including the mix and average selling prices of products sold, costs to manufacture and customize systems and inventory management. In addition, a number of other factors could impact
Varian Semiconductors quarterly financial results, including, but not limited to the following:



| |  |  | changing global economic conditions and worldwide political instability;
| | - |  | ------------------------------------------------------------------------



| |  |  | general conditions in the semiconductor equipment industry;
| | - |  | -----------------------------------------------------------



| |  |  | unexpected procurement or manufacturing difficulties;
| | - |  | -----------------------------------------------------



| |  |  | pricing of key components;
| | - |  | --------------------------



| |  |  | fluctuations in foreign exchange rates;
| | - |  | ---------------------------------------



| |  |  | ability to develop, introduce and market new, enhanced and competitive products in a timely manner;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | introduction of new products by Varian Semiconductors competitors;
| | - |  | -------------------------------------------------------------------



| |  |  | legal or technical challenges to Varian Semiconductors products and technology; and
| | - |  | ------------------------------------------------------------------------------------



| |  |  | adverse weather conditions at its manufacturing facilities or customers facilities.
| | - |  | -----------------------------------------------------------------------------------



Because Varian Semiconductors operating expenses are based on anticipated capacity levels and a high percentage of Varian
Semiconductors expenses are relatively fixed, a variation in the timing of recognition of revenue and the level of gross profit from a single transaction could cause financial results to vary significantly from quarter to quarter.



22



---

##### Table of Contents

It is difficult for Varian Semiconductor to predict the quarter in which it will be recognizing revenue from large
product orders.



During a quarter, Varian Semiconductor customarily sells
a relatively small number of ion implantation systems. Consequently, Varian Semiconductors revenue and financial results could be negatively impacted for a particular quarter if anticipated orders from even a few customers are not received in
time to permit shipment and/or there are delays in customer acceptance of the product upon installation. Varian Semiconductor recognizes all or a portion of the revenue from a product at the time the product is shipped and title and risk of loss has
passed to the customer. As a result, it is often difficult to determine the timing of product revenue recognition. In addition, Varian Semiconductors product order backlog at the beginning of each quarter may not include all systems needed to
achieve expected revenues for that quarter. Because Varian Semiconductor may build systems according to forecast, the absence of a significant backlog for an extended period of time could adversely affect financial results.



Varian Semiconductors future business depends, in part, on its ability to
successfully introduce and manage the transition to new products, and Varian Semiconductor may not succeed in accomplishing these goals.



Varian Semiconductor believes that its future success will depend on its ability to develop, manufacture and successfully introduce new systems and product lines with
improved capabilities and to continue enhancing existing products; in particular, products that respond to the trend toward single wafer processing and 300mm wafer processing. Varian Semiconductor derives virtually all of its revenue from sales and
servicing of ion implantation systems and related products and services. Varian Semiconductor must accurately forecast the demand for new products while managing the transition from older products. In addition, Varian Semiconductor may be unable to
complete the development or meet the technical specifications of new systems or enhancements or to manufacture and ship these systems or enhancements in volume and on time, which may harm its reputation and business. In the past, Varian
Semiconductor has experienced some delays in manufacturing and shipping systems and enhancements. If any of Varian Semiconductors new products have reliability or quality problems, Varian Semiconductor may incur additional warranty and service
expenses, experience a decline in product orders or incur higher manufacturing costs to correct such problems, all of which could adversely affect financial results.



Varian Semiconductor is subject to the risks of operating internationally and it derives a substantial portion of its revenues from
outside the U.S.



International revenue accounted for approximately 80%,
61%, and 61% of Varian Semiconductors revenue in fiscal years 2004, 2003, and 2002, respectively; and specifically, revenue in Asia has accounted for a substantial portion of this revenue. Sales to Asia accounted for approximately 68%, 46%,
and 44% of revenue in fiscal years 2004, 2003 and 2002, respectively. Because Varian Semiconductor relies on sales to customers in Asia for a substantial portion of its revenue, its business is very likely to be adversely impacted by economic
downturns and instability in that region. Varian Semiconductors business in Asia is affected by demand in each country. In addition, international sales are subject to risks, including, but not limited to:



| |  |  | fluctuations in foreign exchange rates;
| | - |  | ---------------------------------------



| |  |  | changes in legal and regulatory requirements;
| | - |  | ---------------------------------------------



| |  |  | political and economic instability and acts of terrorism;
| | - |  | ---------------------------------------------------------



| |  |  | difficulties in accounts receivable collection;
| | - |  | -----------------------------------------------



| |  |  | any public health crisis such as Severe Acute Respiratory Syndrome, or SARS;
| | - |  | ----------------------------------------------------------------------------



| |  |  | difficulties in staffing cultural diversity and managing international operations; and
| | - |  | --------------------------------------------------------------------------------------



| |  |  | foreign trade disputes.
| | - |  | -----------------------



If Varian Semiconductor is unable to protect its proprietary rights adequately, it may lose its ability to compete effectively in the semiconductor equipment industry.



Varian Semiconductor relies on obtaining and maintaining patent, copyright and trade secret
protection for significant new technologies, products and processes and obtaining key licenses because of the length of time and expense associated with bringing new products through the development process to market. Varian Semiconductor intends to
continue to file applications as appropriate for patents covering new products and manufacturing processes. However, Varian Semiconductor cannot provide assurance of the following:



| |  |  | that patents will issue from any pending or future patent applications owned by, or licensed to, Varian Semiconductor;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



23



---

##### Table of Contents

| |  |  | that the claims allowed under any issued patents will be sufficiently broad to protect Varian Semiconductors technology position against competitors;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | that any issued patents owned by or licensed to Varian Semiconductor will not be challenged, invalidated or circumvented; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | that the rights granted under Varian Semiconductors patents will provide it with competitive advantages.
| | - |  | ---------------------------------------------------------------------------------------------------------



Varian Semiconductor also has agreements with third parties for licensing of patented or
proprietary technology. These agreements include royalty-bearing licenses and technology cross-licenses.



In addition, Varian Semiconductor maintains and enforces its trademarks to increase customer recognition of its products. If its trademarks are used by unauthorized third parties, its business may be harmed. Varian
Semiconductor also relies on contractual restrictions on disclosure, copying and transferring title, including confidentiality agreements with vendors, strategic partners, co-developers, employees, consultants and other third parties to protect its
proprietary rights. If these contractual agreements are breached, Varian Semiconductor may not have adequate remedies for any such breaches. Varian Semiconductor also cannot provide assurance that its trade secrets will not otherwise become known to
or be independently developed by others.



Patent claims may be expensive to
pursue, defend or settle and may substantially divert Varian Semiconductors resources and the attention of management.



Varian Semiconductor could incur substantial costs and diversion of management resources in defending patent suits brought against it or in asserting its patent rights
against others. If the outcome of any such litigation is unfavorable to Varian Semiconductor, its business may be harmed. Varian Semiconductor may not be aware of pending or issued patents held by third parties that relate to its products or
technologies. In the event that a claim is asserted against Varian Semiconductor, it may need to acquire a license to or contest the validity of a competitors patent. Varian Semiconductor cannot be certain that it could acquire such a license
on commercially acceptable terms, if at all, or that it would prevail in such a proceeding. From time to time Varian Semiconductor has received notices from and has issued notices to such third parties alleging infringement of patent and other
intellectual property rights relating to its products. If Varian Semiconductor is subject to future claims of patent infringement, it may be required to make substantial settlement or damages payments and may have to devote substantial resources to
reengineering its products.



Varian Semiconductor depends on limited groups
of suppliers or single source suppliers, the loss of which could impair its ability to manufacture products and systems.



Varian Semiconductor obtains some of the components and subassemblies included in its products from a limited group of suppliers, or in some cases a single source
supplier. The loss of any supplier, including any single source supplier, would require obtaining one or more replacement suppliers and may also require devoting significant resources to product development to incorporate new parts from other
sources into Varian Semiconductors products. The need to change suppliers or to alternate between suppliers might cause delays in delivery or significantly increase Varian Semiconductors costs. Although Varian Semiconductor has insurance
to protect against loss due to business interruption from these and other sources, Varian Semiconductor cannot provide assurance that such coverage will be adequate or that it will remain available on commercially acceptable terms. Although Varian
Semiconductor seeks to reduce its dependence on these limited source suppliers, disruption or loss of these sources could negatively impact its business and damage customer relationships.



Varian Semiconductors indemnification obligations under the Distribution Related Agreements could be substantial, and Varian
Semiconductor may not be fully indemnified in accordance with the Distribution Related Agreements for the expenses it incurs.



Under the terms of the Distribution Related Agreements, each of VMS, VI and Varian Semiconductor has agreed to indemnify the other parties (and certain related persons)
from and after the spin-off with respect to certain indebtedness, liabilities and obligations which could be significant. The availability of such indemnities will depend upon the future



24



---

##### Table of Contents

financial strength of the companies. There is a risk that one or more of these companies will not be able to satisfy their indemnification obligations. In
addition, the Distribution Related Agreements generally provide that if a court prohibits a company from satisfying its indemnification obligations, then such obligations will be shared equally by the other companies.



Failure to comply with present or future environmental regulations could subject Varian
Semiconductor to penalties and environmental remediation costs.



Varian
Semiconductor is subject to a variety of foreign, federal, state and local laws regulating the discharge of materials into the environment and the protection of the environment. These regulations include discharges into the soil, water and air and
the generation, handling, storage and transportation and disposal of waste and hazardous substances. These laws increase the costs and potential liabilities associated with the conduct of Varian Semiconductors operations.



VAI has been named by the U.S. Environmental Protection Agency and third parties as a
potentially responsible party under the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, at eight sites where VAI is alleged to have shipped manufacturing waste for recycling or disposal. VAI is also in
various stages of environmental investigation and or remediation under the direction of, or in consultation with foreign, federal, state and local agencies at certain current or former VAI facilities (including facilities disposed of in connection
with VAIs sale of its Electron Devices business during fiscal year 1995, and the sale of its TFS business during fiscal year 1997). The Distribution Related Agreements provides that each of VMS, Varian Semiconductor and VI will indemnify the
others for one-third of these environmental investigation and remediation costs, as adjusted for any insurance proceeds and tax benefits expected to be realized upon payment of these costs.



For certain of these sites and facilities, various uncertainties make it difficult to assess
the likelihood and scope of further investigation or remediation activities or to estimate the future costs of such activities if undertaken. Varian Semiconductor has accrued $1.4 million in estimated environmental investigation and remediation
costs for these sites and facilities as of October 1, 2004. As to other sites and facilities, sufficient knowledge has been gained to be able to reasonably estimate the scope and costs of future environmental activities. As such, Varian
Semiconductor has accrued $4.6 million, which represents future costs discounted at 7%, net of inflation, to cover Varian Semiconductors portion of these costs. This reserve is in addition to the $1.4 million previously described.



These accrued amounts are only estimates of anticipated future environmental-related
costs, and the amounts actually spent may be greater than such estimates. Accordingly, Varian Semiconductor may need to make additional payments to cover its indemnification obligations that would exceed current estimates. In addition, Varian
Semiconductors present and past facilities have been in operation for many years, and over that time in the course of those operations, such facilities have used substances which are or might be considered hazardous. Varian Semiconductor also
may have generated and disposed of wastes which are or might be considered hazardous. Therefore, it is possible that additional environmental issues may arise in the future that Varian Semiconductor cannot now predict.



Varian Semiconductors ability to manage potential growth or decline, integration of
potential acquisitions, and potential disposition of product lines and technologies creates risks.



The cyclical nature of the semiconductor industry may cause Varian Semiconductor to experience rapid growth or decline in demand for products and services. As a result, Varian Semiconductor may face significant
challenges in maintaining adequate financial and business controls, management processes, information systems and procedures on a timely basis and training, managing and appropriately sizing the work force. Current conditions in the semiconductor
equipment industry challenge management to control spending on operating activities. There can be no assurance that Varian Semiconductor will be able to perform such actions successfully.



An important element of Varian Semiconductors management strategy is to review acquisition prospects that would complement existing
products, augment market coverage and distribution ability, or enhance technological capabilities. In the future, Varian Semiconductor may make acquisitions of complementary companies, products or technologies, or may reduce or dispose of certain
product lines or technologies that no longer fit Varian Semiconductors long-term strategies. Managing an acquired business, disposing of product technologies or reducing personnel entails numerous operational and financial risks, including
difficulties in assimilating acquired operations and new personnel or separating existing business or product groups, diversion of managements attention to other business concerns, amortization of acquired intangible assets, the incurrence of
debt and contingent liabilities and potential loss of key employees or customers of acquired or disposed operations, among others. Varian Semiconductors success will depend, to a significant extent, on the ability of its executive officers and
other members of its senior management to identify and respond to these challenges effectively. In



25



---

##### Table of Contents

addition, any acquisitions could result in dilutive issuances of equity securities. There can be no assurance that Varian Semiconductor will be able to
achieve and manage successfully any such growth, decline, integration of potential acquisitions, disposition of product lines or technologies, or reduction in personnel, or that management, personnel or systems will be adequate to support continued
operations. Any such inabilities or inadequacies would have a material adverse effect on Varian Semiconductors business, operating results, financial condition, cash flows and/or the price of Varian Semiconductor common stock.



Varian Semiconductor manufactures its products at one primary manufacturing facility and
is thus subject to risk of disruption.



Varian Semiconductor has one
primary manufacturing facility, located in Gloucester, Massachusetts, and its operations are subject to disruption for a variety of reasons, including, but not limited to natural disasters, work stoppages, operational facility constraints and
terrorism. Such disruption could cause delays in shipments of products to Varian Semiconductors customers and could result in cancellation of orders or loss of customers and could seriously harm Varian Semiconductors business.



If Varian Semiconductor loses key employees or is unable to attract and
retain key employees, it may be unable to pursue business opportunities.



Varian Semiconductors future success depends to a significant extent on the continued service of key managerial, technical and engineering personnel. Competition for such personnel is intense, particularly in the labor markets around
Varian Semiconductors facilities in Massachusetts. The available pool of qualified candidates is limited, and Varian Semiconductor may not be able to retain its key personnel or to attract, train, assimilate or retain other highly qualified
engineers and technical and managerial personnel in the future. The loss of these persons or Varian Semiconductors inability to hire, train or retrain qualified personnel could harm Varian Semiconductors business and results of
operations.



Varian Semiconductor has anti-takeover defenses that could
delay or prevent an acquisition and could adversely affect the price of its common stock.



Provisions of Varian Semiconductors certificate of incorporation and by-laws and of Delaware law could delay, defer or prevent an acquisition or change in control of Varian Semiconductor or otherwise adversely
affect the price of its common stock. For example, Varian Semiconductors Board of Directors is classified into three classes, and stockholders do not have the right to call special meetings of stockholders. Varian Semiconductors
certificate of incorporation also permits its Board of Directors to issue shares of preferred stock without stockholder approval. In addition to delaying or preventing an acquisition, the issuance of a substantial number of preferred shares could
adversely affect the price of the common stock. Varian Semiconductor has also adopted a stockholders rights plan which may significantly dilute the equity interests of a person seeking to acquire control of Varian Semiconductor without the approval
of the Board of Directors.



Varian Semiconductor does not anticipate paying
dividends on its common stock in the future.



Varian Semiconductor has not
paid and does not anticipate paying dividends on its common stock. Varian Semiconductors Board of Directors has discretion to make decisions to pay dividends to common stockholders in the future. The decision will depend on a number of
factors, including results of operations, financial conditions and contractual restrictions, that the Board, in its opinion, deems relevant.



Compliance with Internal Controls Evaluation and Attestation Requirements.



Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, Varian Semiconductor will be required, beginning in fiscal 2005, to perform an
evaluation of its internal controls over financial reporting and have its independent registered public accounting firm publicly attest to such evaluation. Varian Semiconductor has prepared an internal plan of action for compliance, which includes a
timeline and scheduled activities, although as of the date of this filing, Varian Semiconductor has not yet prepared the evaluation. Compliance with these requirements is expected to be expensive and time-consuming. If Varian Semiconductor fails to
timely complete this evaluation, or if its independent registered public accounting firm cannot timely attest to its evaluation, Varian Semiconductor could be subject to regulatory scrutiny and a loss of public confidence in its internal controls.
In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm Varian Semiconductors operating results or cause Varian Semiconductor to fail to meet its reporting
obligations, resulting in an adverse opinion from its independent registered public accounting firm.





26



---

##### Table of Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK



Foreign Currency Exchange Risk



As a
multinational company, Varian Semiconductor faces exposure to adverse movements in foreign currency exchange rates. This exposure may change over time as Varian Semiconductors business practices evolve and could have a material adverse impact
on Varian Semiconductors financial results. Historically, Varian Semiconductors primary exposures have resulted from non-U.S. dollar denominated sales in Asia and Europe. Varian Semiconductor does not enter into forward exchange
contracts for trading purposes. Varian Semiconductors forward exchange contracts generally range from one to six months in original maturity. No forward exchange contract has an original maturity greater than one year.



Varian Semiconductor hedges currency exposures that are associated with certain of its assets
and liabilities denominated in various non-U.S. dollar currencies. The aggregate exchange gain was immaterial for the first quarter of fiscal year 2005.



Forward exchange contracts outstanding are summarized as follows (amounts in thousands):



|                                          |  |                   |        |                 |          |           |   |               |  |              |        |           |          |  |   |       
|----------------------------------------- |  | ----------------- | ------ | --------------- | -------- | --------- | - | ------------- |  | ------------ | ------ | --------- | -------- |  | - | ------
|                                          |  | December 31, 2004 |        | October 1, 2004
|                                          |  | NotionalValue     |        | ContractRate    |          | FairValue |   | NotionalValue |  | ContractRate |        | FairValue
|Foreign currency purchase contracts:      |  |                   |        |                 |          |           |   |               |  |              |        |           |          |  |   |       
|Korean Won                                |  | $                 | 2,688  |                 | 1,045.62 |           | $ | 2,684         |  | $            | 2,520  |           | 1,148.68 |  | $ | 2,520 
|New Taiwan Dollar                         |  |                   | 1,603  |                 | 32.00    |           |   | 1,604         |  |              | 1,633  |           | 33.81    |  |   | 1,626 
|Japanese Yen                              |  |                   | 243    |                 | 104.39   |           |   | 246           |  |              | 826    |           | 109.44   |  |   | 820   
|British Pound                             |  |                   | 148    |                 | 0.52     |           |   | 148           |  |              | 125    |           | 0.56     |  |   | 126   
|Euro                                      |  |                   | 73     |                 | 0.74     |           |   | 73            |  |              |       |           |         |  |   |      
|                                          |  |                   |        |                 |          |           |   |               |  |              |        |           |          |  |   |       
|Total foreign currency purchase contracts |  | $                 | 4,755  |                 |          |           | $ | 4,755         |  | $            | 5,104  |           |          |  | $ | 5,092 
|                                          |  |                   |        |                 |          |           |   |               |  |              |        |           |          |  |   |       
|Foreign currency sell contracts:          |  |                   |        |                 |          |           |   |               |  |              |        |           |          |  |   |       
|Korean Won                                |  | $                 | 7,841  |                 | 1,049.40 |           | $ | 7,855         |  | $            | 6,467  |           | 1,155.45 |  | $ | 6,504 
|Japanese Yen                              |  |                   | 6,871  |                 | 102.40   |           |   | 6,824         |  |              |       |           |         |  |   |      
|Euro                                      |  |                   | 454    |                 | 0.75     |           |   | 466           |  |              | 745    |           | 0.82     |  |   | 760   
|New Taiwan Dollar                         |  |                   | 135    |                 | 31.82    |           |   | 134           |  |              | 477    |           | 33.96    |  |   | 477   
|                                          |  |                   |        |                 |          |           |   |               |  |              |        |           |          |  |   |       
|Total foreign currency sell contracts     |  |                   | 15,301 |                 |          |           |   | 15,279        |  |              | 7,689  |           |          |  |   | 7,741 
|                                          |  |                   |        |                 |          |           |   |               |  |              |        |           |          |  |   |       
|Total contracts                           |  | $                 | 20,056 |                 |          |           | $ | 20,034        |  | $            | 12,793 |           |          |  | $ | 12,833
|                                          |  |                   |        |                 |          |           |   |               |  |              |        |           |          |  |   |       



Varian Semiconductor also hedges
currency exposures that are associated with certain of its product sales denominated in Japanese Yen. In accordance with Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities,
these forward foreign exchange contracts are designated as hedges of anticipated product sales, and accordingly the gains and losses resulting from the impact of currency rate movements on these contracts are not recognized in income until the
underlying hedged transactions are recognized. Upon recognition, such gains and losses are recorded in revenue as an adjustment to the carrying amount of the underlying transactions in the period in which these transactions are recognized. Should
the hedged anticipated product sales not occur within two months of the expiration of the forward foreign exchange contract, any unrealized gain or loss would be recorded in other (loss) income. There were two forward foreign exchange contracts
designated as hedges of anticipated product sales in Japanese Yen outstanding at December 31, 2004 totaling $7.9 million. In addition, there was one forward foreign exchange purchase contract in the amount of $4.0 million offsetting one of the two
forward sell contracts.



Interest Rate Risk



Although payments under certain of Varian Semiconductors overseas borrowing facilities
are tied to market indices, Varian Semiconductor is not exposed to material interest rate risk from these borrowing facilities. Varian Semiconductor has no material cash flow exposure due to rate changes for cash equivalents and short-term
investments. Varian Semiconductor maintains cash investments primarily in commercial paper, investment-grade money market funds and municipal securities, as well as short-term time deposits with investment grade financial institutions. Cash
equivalents at December 31, 2004 and October 1, 2004 were $200.9 million and $212.8 million, respectively. At December 31, 2004 and October 1, 2004, Varian Semiconductors short-term investments were $222.7 million and $173.9 million,
respectively and consisted primarily of U.S. Treasury and government agency securities, certificates of deposit and corporate bonds with ratings of AA or better that are available-for-sale with maturities of less than five years.



27



---

##### Table of Contents

Commodity Price Risk



Varian Semiconductor is not exposed to material commodity price risk.



ITEM 4. CONTROLS AND PROCEDURES



The management
of Varian Semiconductor, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the 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 Exchange Act)) of Varian Semiconductor as of December 31, 2004. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2004, the
disclosure controls and procedures of Varian Semiconductor were (1) designed to ensure that material information relating to Varian Semiconductor, including its consolidated subsidiaries, is made known to the Chief Executive Officer and Chief
Financial Officer by others within those entities, particularly during the period in which this report was being prepared and (2) effective, in that they provide reasonable assurance that information required to be disclosed by Varian Semiconductor
in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms.



No change in Varian Semiconductors internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) occurred during the fiscal quarter ended December 31, 2004 that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting.



28



---

##### Table of Contents

PART II. OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



Information required
by this Item is provided in Note 13. Commitments, Contingencies and Guarantees to the Unaudited Interim Consolidated Financial Statements under Part I, Item 1.



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS



None



ITEM 3. DEFAULTS UPON SENIOR SECURITIES



None



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



None.



ITEM 5. OTHER INFORMATION



None



ITEM 6. EXHIBITS



Exhibits



|     |  |                                                                                                                                                       
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                               
|     | 
|31.2 |  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                               
|     | 
|32.1 |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|     | 
|32.2 |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



29



---

##### 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 SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC.RegistrantBy:

/s/ Robert J. HallidayRobert J. HallidayExecutive Vice President, Treasurer and Chief Financial Officer(Principal Financial Officer and Duly Authorized Officer)




Date: February 9, 2005



30