##### Table of Contents

---



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 June 29, 2007



OR



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



For the transition period fromto



Commission File Number 000-25393



---



VARIAN, INC.

(Exact Name of Registrant as Specified in its Charter)



---



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



(650)
213-8000

(Telephone Number)



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



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



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



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



The number of shares of the registrants common stock outstanding as of August 3, 2007 was 30,512,204.



---



---

##### Table of Contents

VARIAN, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 29, 2007



TABLE OF CONTENTS



|         |  |                                                                                       |  |     
|-------- |  | ------------------------------------------------------------------------------------- |  | ----
|         |  |                                                                                       |  | Page
|PART I   |  | Financial Information                                                                 |  |     
|         |  |                                                                                      
|Item 1.  |  | Financial Statements:                                                                 |  |     
|         |  |                                                                                      
|         |  | Unaudited Condensed Consolidated Statement of Earnings                                |  | 3   
|         |  |                                                                                      
|         |  | Unaudited Condensed Consolidated Balance Sheet                                        |  | 4   
|         |  |                                                                                      
|         |  | Unaudited Condensed Consolidated Statement of Cash Flows                              |  | 5   
|         |  |                                                                                      
|         |  | Notes to the Unaudited Condensed Consolidated Financial Statements                    |  | 6   
|         |  |                                                                                      
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 20  
|         |  |                                                                                      
|Item 3.  |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 34  
|         |  |                                                                                      
|Item 4.  |  | Controls and Procedures                                                               |  | 35  
|         |  |                                                                                      
|PART II  |  | Other Information                                                                     |  |     
|         |  |                                                                                      
|Item 1A. |  | Risk Factors                                                                          |  | 37  
|         |  |                                                                                      
|Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 37  
|         |  |                                                                                      
|Item 6.  |  | Exhibits                                                                              |  | 37  



2



---

##### Table of Contents

PART I

FINANCIAL INFORMATION



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



VARIAN, INC. AND SUBSIDIARY COMPANIES



UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF EARNINGS

(In thousands, except per share amounts)



|                                              |  |                      |         |   |                   |   |         |              |  |   |              |   |  |   |         |  
|--------------------------------------------- |  | -------------------- | ------- | - | ----------------- | - | ------- | ------------ |  | - | ------------ | - |  | - | ------- | -
|                                              |  | Fiscal Quarter Ended |         |   | Nine Months Ended |  
|                                              |  | June 29,2007         |         |   | June 30,2006      |   |         | June 29,2007 |  |   | June 30,2006 |  
|Sales                                         |  |                      |         |   |                   |   |         |              |  |   |              |   |  |   |         |  
|Products                                      |  | $                    | 195,634 |   |                   | $ | 181,011 |              |  | $ | 584,314      |   |  | $ | 533,514 |  
|Services                                      |  |                      | 31,461  |   |                   |   | 28,734  |              |  |   | 90,649       |   |  |   | 81,594  |  
|                                              |  |                      |         |   |                   |   |         |              |  |   |              |   |  |   |         |  
|Total sales                                   |  |                      | 227,095 |   |                   |   | 209,745 |              |  |   | 674,963      |   |  |   | 615,108 |  
|                                              |  |                      |         |   |                   |   |         |              |  |   |              |   |  |   |         |  
|Cost of sales                                 |  |                      |         |   |                   |   |         |              |  |   |              |   |  |   |         |  
|Products                                      |  |                      | 107,644 |   |                   |   | 99,459  |              |  |   | 317,783      |   |  |   | 297,259 |  
|Services                                      |  |                      | 17,532  |   |                   |   | 15,734  |              |  |   | 50,067       |   |  |   | 44,426  |  
|                                              |  |                      |         |   |                   |   |         |              |  |   |              |   |  |   |         |  
|Total cost of sales                           |  |                      | 125,176 |   |                   |   | 115,193 |              |  |   | 367,850      |   |  |   | 341,685 |  
|                                              |  |                      |         |   |                   |   |         |              |  |   |              |   |  |   |         |  
|Gross profit                                  |  |                      | 101,919 |   |                   |   | 94,552  |              |  |   | 307,113      |   |  |   | 273,423 |  
|                                              |  |                      |         |  
|Operating expenses                            |  |                      |         |   |                   |   |         |              |  |   |              |   |  |   |         |  
|Selling, general and administrative           |  |                      | 64,366  |   |                   |   | 60,122  |              |  |   | 190,822      |   |  |   | 178,045 |  
|Research and development                      |  |                      | 16,879  |   |                   |   | 15,496  |              |  |   | 48,592       |   |  |   | 44,118  |  
|Purchased in-process research and development |  |                      |        |   |                   |   |        |              |  |   |             |   |  |   | 756     |  
|                                              |  |                      |         |   |                   |   |         |              |  |   |              |   |  |   |         |  
|Total operating expenses                      |  |                      | 81,245  |   |                   |   | 75,618  |              |  |   | 239,414      |   |  |   | 222,919 |  
|                                              |  |                      |         |   |                   |   |         |              |  |   |              |   |  |   |         |  
|Operating earnings                            |  |                      | 20,674  |   |                   |   | 18,934  |              |  |   | 67,699       |   |  |   | 50,504  |  
|                                              |  |                      |         |  
|Interest income (expense)                     |  |                      |         |   |                   |   |         |              |  |   |              |   |  |   |         |  
|Interest income                               |  |                      | 1,622   |   |                   |   | 827     |              |  |   | 4,259        |   |  |   | 2,802   |  
|Interest expense                              |  |                      | (454    | ) |                   |   | (534    | )            |  |   | (1,444       | ) |  |   | (1,575  | )
|                                              |  |                      |         |   |                   |   |         |              |  |   |              |   |  |   |         |  
|Total interest income, net                    |  |                      | 1,168   |   |                   |   | 293     |              |  |   | 2,815        |   |  |   | 1,227   |  
|                                              |  |                      |         |   |                   |   |         |              |  |   |              |   |  |   |         |  
|Earnings before income taxes                  |  |                      | 21,842  |   |                   |   | 19,227  |              |  |   | 70,514       |   |  |   | 51,731  |  
|Income tax expense                            |  |                      | 7,291   |   |                   |   | 4,736   |              |  |   | 24,326       |   |  |   | 16,339  |  
|                                              |  |                      |         |   |                   |   |         |              |  |   |              |   |  |   |         |  
|Net earnings                                  |  | $                    | 14,551  |   |                   | $ | 14,491  |              |  | $ | 46,188       |   |  | $ | 35,392  |  
|                                              |  |                      |         |   |                   |   |         |              |  |   |              |   |  |   |         |  
|Net earnings per share:                       |  |                      |         |   |                   |   |         |              |  |   |              |   |  |   |         |  
|Basic                                         |  | $                    | 0.48    |   |                   | $ | 0.47    |              |  | $ | 1.52         |   |  | $ | 1.14    |  
|                                              |  |                      |         |   |                   |   |         |              |  |   |              |   |  |   |         |  
|Diluted                                       |  | $                    | 0.47    |   |                   | $ | 0.46    |              |  | $ | 1.49         |   |  | $ | 1.12    |  
|                                              |  |                      |         |   |                   |   |         |              |  |   |              |   |  |   |         |  
|Shares used in per share calculations:        |  |                      |         |   |                   |   |         |              |  |   |              |   |  |   |         |  
|Basic                                         |  |                      | 30,469  |   |                   |   | 30,847  |              |  |   | 30,497       |   |  |   | 30,988  |  
|                                              |  |                      |         |   |                   |   |         |              |  |   |              |   |  |   |         |  
|Diluted                                       |  |                      | 30,983  |   |                   |   | 31,315  |              |  |   | 31,028       |   |  |   | 31,494  |  
|                                              |  |                      |         |   |                   |   |         |              |  |   |              |   |  |   |         |  



See accompanying Notes
to the Unaudited Condensed Consolidated Financial Statements.



3



---

##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET

(In thousands, except par value amounts)



|                                                                                                                                                      |  |              |         |                   |   |        
|----------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | ----------------- | - | -------
|                                                                                                                                                      |  | June 29,2007 |         | September 29,2006
|ASSETS                                                                                                                                                |  |              |         |                   |   |        
|Current assets                                                                                                                                        |  |              |         |                   |   |        
|Cash and cash equivalents                                                                                                                             |  | $            | 171,340 |                   | $ | 154,155
|Accounts receivable, net                                                                                                                              |  |              | 180,578 |                   |   | 177,037
|Inventories                                                                                                                                           |  |              | 147,649 |                   |   | 133,662
|Deferred taxes                                                                                                                                        |  |              | 33,700  |                   |   | 33,235 
|Prepaid expenses and other current assets                                                                                                             |  |              | 17,119  |                   |   | 15,728 
|                                                                                                                                                      |  |              |         |                   |   |        
|Total current assets                                                                                                                                  |  |              | 550,386 |                   |   | 513,817
|Property, plant and equipment, net                                                                                                                    |  |              | 107,988 |                   |   | 112,528
|Goodwill                                                                                                                                              |  |              | 190,739 |                   |   | 181,563
|Intangible assets, net                                                                                                                                |  |              | 33,200  |                   |   | 39,143 
|Other assets                                                                                                                                          |  |              | 16,952  |                   |   | 14,543 
|                                                                                                                                                      |  |              |         |                   |   |        
|Total assets                                                                                                                                          |  | $            | 899,265 |                   | $ | 861,594
|                                                                                                                                                      |  |              |         |                   |   |        
|                                                                                                                                                      |  |             
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                  |  |              |         |                   |   |        
|                                                                                                                                                      |  |             
|Current liabilities                                                                                                                                   |  |              |         |                   |   |        
|Current portion of long-term debt                                                                                                                     |  | $            | 6,250   |                   | $ | 2,500  
|Accounts payable                                                                                                                                      |  |              | 68,909  |                   |   | 73,138 
|Deferred profit                                                                                                                                       |  |              | 10,504  |                   |   | 13,796 
|Accrued liabilities                                                                                                                                   |  |              | 173,835 |                   |   | 169,063
|                                                                                                                                                      |  |              |         |                   |   |        
|Total current liabilities                                                                                                                             |  |              | 259,498 |                   |   | 258,497
|Long-term debt                                                                                                                                        |  |              | 18,750  |                   |   | 25,000 
|Deferred taxes                                                                                                                                        |  |              | 3,622   |                   |   | 3,721  
|Other liabilities                                                                                                                                     |  |              | 21,108  |                   |   | 22,336 
|                                                                                                                                                      |  |              |         |                   |   |        
|Total liabilities                                                                                                                                     |  |              | 302,978 |                   |   | 309,554
|                                                                                                                                                      |  |              |         |                   |   |        
|                                                                                                                                                      |  |             
|Commitments and contingencies (Notes 5, 7, 8, 9, 10 and 11)                                                                                           |  |              |         |                   |   |        
|                                                                                                                                                      |  |             
|Stockholders equity                                                                                                                                  |  |              |         |                   |   |        
|Preferred stockpar value $0.01, authorized1,000 shares; issuednone                                                                                 |  |              |        |                   |   |       
|Common stockpar value $0.01, authorized99,000 shares; issued and outstanding30,472 shares at June 29, 2007 and 30,870
shares at September 29, 2006 |  |              | 346,247 |                   |   | 319,090
|Retained earnings                                                                                                                                     |  |              | 195,832 |                   |   | 204,182
|Accumulated other comprehensive income                                                                                                                |  |              | 54,208  |                   |   | 28,768 
|                                                                                                                                                      |  |              |         |                   |   |        
|Total stockholders equity                                                                                                                            |  |              | 596,287 |                   |   | 552,040
|                                                                                                                                                      |  |              |         |                   |   |        
|Total liabilities and stockholders equity                                                                                                            |  | $            | 899,265 |                   | $ | 861,594
|                                                                                                                                                      |  |              |         |                   |   |        



See accompanying Notes
to the Unaudited Condensed Consolidated Financial Statements.



4



---

##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands)



|                                                                                    |  |                   |         |   |              |   |         |  
|----------------------------------------------------------------------------------- |  | ----------------- | ------- | - | ------------ | - | ------- | -
|                                                                                    |  | Nine Months Ended |        
|                                                                                    |  | June 29,2007      |         |   | June 30,2006 |  
|Cash flows from operating activities                                                |  |                   |         |   |              |   |         |  
|Net earnings                                                                        |  | $                 | 46,188  |   |              | $ | 35,392  |  
|Adjustments to reconcile net earnings to net cash provided by operating activities: |  |                   |         |   |              |   |         |  
|Depreciation and amortization                                                       |  |                   | 21,163  |   |              |   | 19,807  |  
|(Gain) loss on disposition of property, plant and equipment                         |  |                   | (196    | ) |              |   | 101     |  
|Purchased in-process research and development                                       |  |                   |        |   |              |   | 756     |  
|Share-based compensation expense                                                    |  |                   | 7,890   |   |              |   | 6,232   |  
|Tax benefit from share-based plans                                                  |  |                   | 7,958   |   |              |   | 5,943   |  
|Excess tax benefit from share-based plans                                           |  |                   | (7,070  | ) |              |   | (5,640  | )
|Deferred taxes                                                                      |  |                   | (2,690  | ) |              |   | (4,086  | )
|Changes in assets and liabilities, excluding effects of acquisitions:               |  |                   |         |   |              |   |         |  
|Accounts receivable, net                                                            |  |                   | 2,245   |   |              |   | (2,245  | )
|Inventories                                                                         |  |                   | (9,703  | ) |              |   | (17,110 | )
|Prepaid expenses and other current assets                                           |  |                   | (436    | ) |              |   | 5,265   |  
|Other assets                                                                        |  |                   | (212    | ) |              |   | 123     |  
|Accounts payable                                                                    |  |                   | (6,488  | ) |              |   | (93     | )
|Deferred profit                                                                     |  |                   | (3,269  | ) |              |   | (263    | )
|Accrued liabilities                                                                 |  |                   | 272     |   |              |   | (10,814 | )
|Other liabilities                                                                   |  |                   | 3,613   |   |              |   | 890     |  
|                                                                                    |  |                   |         |   |              |   |         |  
|Net cash provided by operating activities                                           |  |                   | 59,265  |   |              |   | 34,258  |  
|                                                                                    |  |                   |         |   |              |   |         |  
|                                                                                    |  |                  
|Cash flows from investing activities                                                |  |                   |         |   |              |   |         |  
|Proceeds from sale of property, plant and equipment                                 |  |                   | 3,193   |   |              |   | 650     |  
|Purchase of property, plant and equipment                                           |  |                   | (10,879 | ) |              |   | (15,926 | )
|Purchase of businesses, net of cash acquired                                        |  |                   | (5,066  | ) |              |   | (69,915 | )
|                                                                                    |  |                   |         |   |              |   |         |  
|Net cash used in investing activities                                               |  |                   | (12,752 | ) |              |   | (85,191 | )
|                                                                                    |  |                   |         |   |              |   |         |  
|Cash flows from financing activities                                                |  |                   |         |   |              |   |         |  
|Repayment of debt                                                                   |  |                   | (2,500  | ) |              |   | (2,500  | )
|Repurchase of common stock                                                          |  |                   | (69,582 | ) |              |   | (49,133 | )
|Issuance of common stock                                                            |  |                   | 26,748  |   |              |   | 27,332  |  
|Excess tax benefit from share-based plans                                           |  |                   | 7,070   |   |              |   | 5,640   |  
|Transfers to Varian Medical Systems, Inc.                                           |  |                   | (381    | ) |              |   | (506    | )
|                                                                                    |  |                   |         |   |              |   |         |  
|Net cash used in financing activities                                               |  |                   | (38,645 | ) |              |   | (19,167 | )
|                                                                                    |  |                   |         |   |              |   |         |  
|Effect of exchange rate changes on cash and cash equivalents                        |  |                   | 9,317   |   |              |   | 6,321   |  
|                                                                                    |  |                   |         |   |              |   |         |  
|Net increase (decrease) in cash and cash equivalents                                |  |                   | 17,185  |   |              |   | (63,779 | )
|Cash and cash equivalents at beginning of period                                    |  |                   | 154,155 |   |              |   | 188,494 |  
|                                                                                    |  |                   |         |   |              |   |         |  
|Cash and cash equivalents at end of period                                          |  | $                 | 171,340 |   |              | $ | 124,715 |  
|                                                                                    |  |                   |         |   |              |   |         |  



See accompanying Notes
to the Unaudited Condensed Consolidated Financial Statements.



5



---

##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Note 1.    Unaudited Interim Condensed Consolidated Financial Statements



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



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



Note 2.    Description of Business and Basis of Presentation



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



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



Note 3.    Summary of Significant Accounting Policies



Fiscal Periods. The Companys fiscal years reported are the
52- or 53-week periods ending on the Friday nearest September 30. Fiscal year 2007 will comprise the 52-week period ending September 28, 2007, and fiscal year 2006 was comprised of the 52-week period ended September 29, 2006. The
fiscal quarters and nine months ended June 29, 2007 and June 30, 2006 each comprised 13 weeks and 39 weeks, respectively.



Revenue and Cost of Sales. In order to conform to the current year presentation, product revenue for the fiscal quarter and nine months
ended June 30, 2006 has been revised to include $1.4 million and $2.8 million, respectively, that was previously recorded as service revenue. Similarly, product cost of sales for the fiscal quarter and nine months ended
June 30, 2006 has been revised to include $0.8 million and $1.3 million, respectively, that was previously recorded as service cost of sales. These revisions had no impact on total revenue or total cost of sales for the
fiscal quarter and nine months ended June 30, 2006.



6



---

##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



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



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



|                                 |  |                      |        |                   |   |              |  |              |        |  |   |       
|-------------------------------- |  | -------------------- | ------ | ----------------- | - | ------------ |  | ------------ | ------ |  | - | ------
|                                 |  | Fiscal Quarter Ended |        | Nine Months Ended
|                                 |  | June 29,2007         |        | June 30,2006      |   | June 29,2007 |  | June 30,2006
|(in thousands)                   |  |                      |        |                   |   |              |  |              |        |  |   |       
|Net earnings                     |  | $                    | 14,551 |                   | $ | 14,491       |  | $            | 46,188 |  | $ | 35,392
|Other comprehensive income:      |  |                      |        |                   |   |              |  |              |        |  |   |       
|Currency translation adjustment  |  |                      | 6,673  |                   |   | 12,032       |  |              | 25,440 |  |   | 7,615 
|                                 |  |                      |        |                   |   |              |  |              |        |  |   |       
|Total other comprehensive income |  |                      | 6,673  |                   |   | 12,032       |  |              | 25,440 |  |   | 7,615 
|                                 |  |                      |        |                   |   |              |  |              |        |  |   |       
|Total comprehensive income       |  | $                    | 21,224 |                   | $ | 26,523       |  | $            | 71,628 |  | $ | 43,007
|                                 |  |                      |        |                   |   |              |  |              |        |  |   |       



Note
4.    Balance Sheet Detail



|                        |  |              |         |                   |   |        
|----------------------- |  | ------------ | ------- | ----------------- | - | -------
|                        |  | June 29,2007 |         | September 29,2006
|(In thousands)          |  |              |         |                   |   |        
|Inventories             |  |              |         |                   |   |        
|Raw materials and parts |  | $            | 64,687  |                   | $ | 60,596 
|Work in process         |  |              | 25,911  |                   |   | 23,238 
|Finished goods          |  |              | 57,051  |                   |   | 49,828 
|                        |  |              |         |                   |   |        
|                        |  | $            | 147,649 |                   | $ | 133,662
|                        |  |              |         |                   |   |        



Note
5.    Forward Exchange Contracts



The
Company enters into foreign exchange forward contracts to minimize the short-term impact of foreign currency fluctuations on assets and liabilities denominated in non-functional currencies. These contracts are accounted for under Financial
Accounting Standards Board (the FASB) Statement of Financial Accounting Standards No. (SFAS) 133, Accounting for Derivative Instruments and Hedging Activities. Typically, gains and losses on these contracts are
substantially offset by transaction losses and gains on the underlying balances being hedged. During the fiscal quarter and nine months ended June 29, 2007, net foreign currency losses relating to these arrangements were $0.4 million and $1.2
million, respectively. During the fiscal quarter and nine months ended June 30, 2006, net foreign currency losses relating to these arrangements were $0.6 million and $0.8 million, respectively. These amounts were recorded in selling, general
and administrative expenses.



From time to time, the Company
also enters into foreign exchange forward contracts to minimize the impact of foreign currency fluctuations on forecasted transactions. These contracts are designated as cash flow hedges under SFAS 133. At June 29, 2007, there were no
outstanding foreign exchange forward contracts designated as cash flow hedges of forecasted transactions. During the fiscal quarters and nine months ended June 29, 2007 and June 30, 2006, no foreign exchange gains or losses from hedge
ineffectiveness were recognized.



7



---

##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



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



The Companys foreign exchange forward contracts generally range from one to 12 months in
original maturity. The following table summarizes all foreign exchange forward contracts that were outstanding as of June 29, 2007:



|                  |  |                    |        |                        |   |        
|----------------- |  | ------------------ | ------ | ---------------------- | - | -------
|                  |  | NotionalValue Sold |        | NotionalValuePurchased
|(in thousands)    |  |                    |        |                        |   |        
|Euro              |  | $                  |       |                        | $ | 80,979 
|Australian dollar |  |                    |       |                        |   | 36,563 
|Canadian dollar   |  |                    | 4,858  |                        |   |       
|Japanese yen      |  |                    | 2,542  |                        |   |       
|British pound     |  |                    | 1,969  |                        |   |       
|Danish krone      |  |                    | 796    |                        |   |       
|                  |  |                    |        |                        |   |        
|                  |  | $                  | 10,165 |                        | $ | 117,542
|                  |  |                    |        |                        |   |        



Note
6.    Goodwill and Other Intangible Assets



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



|                                               |  |                       |         |                    |   |              |  |   |        
|---------------------------------------------- |  | --------------------- | ------- | ------------------ | - | ------------ |  | - | -------
|                                               |  | ScientificInstruments |         | VacuumTechnologies |   | TotalCompany
|(in thousands)                                 |  |                       |         |                    |   |              |  |   |        
|Balance as of September 29, 2006               |  | $                     | 180,597 |                    | $ | 966          |  | $ | 181,563
|Contingent payments on prior-year acquisitions |  |                       | 4,062   |                    |   |             |  |   | 4,062  
|Foreign currency impacts and other adjustments |  |                       | 5,114   |                    |   |             |  |   | 5,114  
|                                               |  |                       |         |                    |   |              |  |   |        
|Balance as of June 29, 2007                    |  | $                     | 189,773 |                    | $ | 966          |  | $ | 190,739
|                                               |  |                       |         |                    |   |              |  |   |        



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



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



|                            |  |               |        |                         |   |         |     |  |   |       
|--------------------------- |  | ------------- | ------ | ----------------------- | - | ------- | --- |  | - | ------
|                            |  | June 29, 2007
|                            |  | Gross         |        | AccumulatedAmortization |   |         | Net
|(in thousands)              |  |               |        |                         |   |         |     |  |   |       
|Intangible assets           |  |               |        |                         |   |         |     |  |   |       
|Existing technology         |  | $             | 17,614 |                         | $ | (8,633  | )   |  | $ | 8,981 
|Patents and core technology |  |               | 29,295 |                         |   | (9,667  | )   |  |   | 19,628
|Trade names and trademarks  |  |               | 2,456  |                         |   | (1,533  | )   |  |   | 923   
|Customer lists              |  |               | 11,764 |                         |   | (8,890  | )   |  |   | 2,874 
|Other                       |  |               | 2,958  |                         |   | (2,164  | )   |  |   | 794   
|                            |  |               |        |                         |   |         |     |  |   |       
|Total                       |  | $             | 64,087 |                         | $ | (30,887 | )   |  | $ | 33,200
|                            |  |               |        |                         |   |         |     |  |   |       



8



---

##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



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



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



Amortization expense
relating to intangible assets was $1.8 million and $6.1 million during the fiscal quarter and nine months ended June 29, 2007, respectively. Amortization expense relating to intangible assets was $2.5 million and $6.1 million during the fiscal
quarter and nine months ended June 30, 2006, respectively. At June 29, 2007, estimated amortization expense for the remainder of fiscal year 2007 and for each of the five succeeding fiscal years and thereafter was as follows:



|                                       |  |                              |       
|-------------------------------------- |  | ---------------------------- | ------
|                                       |  | EstimatedAmortizationExpense
|(in thousands)                         |  |                              |       
|Three months ending September 28, 2007 |  | $                            | 1,946 
|Fiscal year 2008                       |  |                              | 7,171 
|Fiscal year 2009                       |  |                              | 6,119 
|Fiscal year 2010                       |  |                              | 5,614 
|Fiscal year 2011                       |  |                              | 3,172 
|Fiscal year 2012                       |  |                              | 2,351 
|Thereafter                             |  |                              | 6,827 
|                                       |  |                              |       
|Total                                  |  | $                            | 33,200
|                                       |  |                              |       



Note
7.    Restructuring Activities



Summary of Restructuring Plans. Between fiscal years 2003 and 2007, the Company committed to several restructuring plans in order to adjust its organizational structure, improve operational efficiencies and eliminate
redundant or excess costs resulting from acquisitions or dispositions during those periods.



9



---

##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



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



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



|                                               |  |                  |       |   |                    |   |     |       |  |   |       |  
|---------------------------------------------- |  | ---------------- | ----- | - | ------------------ | - | --- | ----- |  | - | ----- | -
|                                               |  | Employee-Related |       |   | Facilities-Related |   |     | Total | 
|(in thousands)                                 |  |                  |       |   |                    |   |     |       |  |   |       |  
|Balance at September 29, 2006                  |  | $                | 233   |   |                    | $ | 818 |       |  | $ | 1,051 |  
|Charges                                        |  |                  | 115   |   |                    |   |    |       |  |   | 115   |  
|Cash payments                                  |  |                  | (166  | ) |                    |   | (35 | )     |  |   | (201  | )
|Foreign currency impacts and other adjustments |  |                  | 10    |   |                    |   |    |       |  |   | 10    |  
|                                               |  |                  |       |   |                    |   |     |       |  |   |       |  
|Balance at December 29, 2006                   |  |                  | 192   |   |                    |   | 783 |       |  |   | 975   |  
|Charges                                        |  |                  | 64    |   |                    |   |    |       |  |   | 64    |  
|Cash payments                                  |  |                  | (82   | ) |                    |   | (43 | )     |  |   | (125  | )
|Foreign currency impacts and other adjustments |  |                  | 2     |   |                    |   | 1   |       |  |   | 3     |  
|                                               |  |                  |       |   |                    |   |     |       |  |   |       |  
|Balance at March 30, 2007                      |  |                  | 176   |   |                    |   | 741 |       |  |   | 917   |  
|Charges                                        |  |                  | 1,888 |   |                    |   |    |       |  |   | 1,888 |  
|Cash payments                                  |  |                  |      |   |                    |   | (20 | )     |  |   | (20   | )
|Foreign currency impacts and other adjustments |  |                  | (4    | ) |                    |   | 10  |       |  |   | 6     |  
|                                               |  |                  |       |   |                    |   |     |       |  |   |       |  
|Balance at June 29, 2007                       |  | $                | 2,060 |   |                    | $ | 731 |       |  | $ | 2,791 |  
|                                               |  |                  |       |   |                    |   |     |       |  |   |       |  



The Company has
incurred a total of $17.4 million in restructuring expense under these restructuring plans. In addition, the Company has recorded other costs related directly to these plans (comprised primarily of employee retention and relocation costs and
accelerated depreciation of assets to be disposed upon closure of facilities) totaling $4.4 million. Of this amount, a total of $1.0 million was recorded during the third quarter and nine months ended June 29, 2007.



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



As a result of the plan, a number of employee positions have been or will be
relocated or eliminated and certain facilities will be consolidated. These actions primarily impact the Scientific Instruments segment and involve the elimination of between approximately 40 and 60 positions. The Company expects these activities to
be completed during the first half of fiscal year 2009.



Restructuring and other related costs associated with this plan include one-time termination benefits, retention payments, costs to relocate facilities (including decommissioning costs, moving costs and temporary facility/storage costs),
accelerated depreciation of fixed assets to be disposed as a result of facilities actions and lease termination costs.



10



---

##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



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



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



|                                               |  |                  |       |   |                    |   |       |  |   |       |  
|---------------------------------------------- |  | ---------------- | ----- | - | ------------------ | - | ----- |  | - | ----- | -
|                                               |  | Employee-Related |       |   | Facilities-Related |   | Total | 
|(in thousands)                                 |  |                  |       |   |                    |   |       |  |   |       |  
|Balance at March 30, 2007                      |  | $                |      |   |                    | $ |      |  | $ |      |  
|Charges                                        |  |                  | 1,888 |   |                    |   |      |  |   | 1,888 |  
|Cash payments                                  |  |                  |      |   |                    |   |      |  |   |      |  
|Foreign currency impacts and other adjustments |  |                  | (6    | ) |                    |   |      |  |   | (6    | )
|                                               |  |                  |       |   |                    |   |       |  |   |       |  
|Balance at June 29, 2007                       |  | $                | 1,882 |   |                    | $ |      |  | $ | 1,882 |  
|                                               |  |                  |       |   |                    |   |       |  |   |       |  



The restructuring
charges of $1.9 million recorded during the third quarter of fiscal year 2007 related to employee termination benefits. In addition, the Company incurred $1.0 million in other costs relating directly to this restructuring plan during the third
quarter of fiscal year 2007. These costs were comprised of a $0.2 million non-cash charge for accelerated depreciation of assets to be disposed upon the closure of facilities, $0.3 million in employee retention costs and $0.5 million in other
facility-related costs.



Note 8.    Warranty and
Indemnification Obligations



Product Warranties.
The Companys products are generally subject to warranties. Liabilities for the estimated future costs of repair or replacement are established and charged to cost of sales at the time the related sale is recognized. The amount of liability to
be recorded is based on managements best estimates of future warranty costs after considering historical and projected product failure rates and product repair costs. Changes in the Companys estimated liability for product warranty
during the nine months ended June 29, 2007 and June 30, 2006 were as follows:



|                              |  |                   |        |   |              |   |        |  
|----------------------------- |  | ----------------- | ------ | - | ------------ | - | ------ | -
|                              |  | Nine Months Ended |       
|                              |  | June 29,2007      |        |   | June 30,2006 |  
|(in thousands)                |  |                   |        |   |              |   |        |  
|Beginning balance             |  | $                 | 11,042 |   |              | $ | 10,723 |  
|Charges to costs and expenses |  |                   | 3,856  |   |              |   | 3,440  |  
|Warranty expenditures         |  |                   | (3,433 | ) |              |   | (3,809 | )
|                              |  |                   |        |   |              |   |        |  
|Ending balance                |  | $                 | 11,465 |   |              | $ | 10,354 |  
|                              |  |                   |        |   |              |   |        |  



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



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



11



---

##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



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



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



The Companys By-Laws require it to indemnify its officers and directors, as well as those who act as directors and officers of other entities at the
request of the Company, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceedings arising out of their services to the Company. In addition, the Company has entered into
separate indemnity agreements with each director and officer that provide for indemnification of these directors and officers under certain circumstances. The form of these indemnity agreements is disclosed as an exhibit to the Companys Annual
Report on Form 10-K. The indemnification obligations are more fully described in these indemnity agreements and the Companys By-Laws. The Company purchases insurance to cover claims or a portion of any claims made against its directors and
officers. Since a maximum obligation is not explicitly stated in the Companys By-Laws or these indemnity agreements and will depend on the facts and circumstances that arise out of any future claims, the overall maximum amount of the
obligations cannot reasonably be estimated. Historically, the Company has not made payments related to these indemnification obligations and the estimated fair value of these indemnification obligations is not considered to be material.



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



Note 9.    Debt and Credit Facilities



Credit Facilities. As of June 29, 2007, the Company and its subsidiaries had a total of $62.2 million in uncommitted and unsecured credit
facilities for working capital purposes with interest rates to be established at the time of borrowing. No borrowings were outstanding under these credit facilities as of June 29, 2007. Of the $62.2 million in uncommitted and unsecured credit
facilities, a total of $35.5 million was limited for use by, or in favor of, certain subsidiaries at June 29, 2007, and a total of $13.0 million of this $35.5 million was being utilized in the form of bank guarantees and short-term standby
letters of credit. These guarantees and letters of credit related primarily to advance payments and deposits made to the Companys subsidiaries by customers for which separate liabilities were recorded in the unaudited condensed consolidated
financial statements at June 29, 2007. No amounts had been drawn by beneficiaries under these or any other outstanding guarantees or letters of credit as of that date.



12



---

##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



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



Long-term Debt. As of June 29, 2007, the Company had a $25.0 million term loan
outstanding with a U.S. financial institution, compared to $27.5 million at September 29, 2006. As of June 29, 2007, the fixed interest rate on the term loan was 6.7%. As of September 29, 2006, fixed interest rates on the term loan
ranged from 6.7% to 7.2%. The weighted-average interest rate on the term loan was 6.8% at September 29, 2006. The term loan contains certain covenants that limit future borrowings and the payment of cash dividends and require the maintenance of
certain levels of working capital and operating results. The Company was in compliance with all restrictive covenants of the term loan agreement at June 29, 2007.



The following table summarizes future principal payments on borrowings under long-term debt outstanding as of June 29, 2007:



|                                           |  |                                   |      |              |      |       |      |   |      |  |      |       |            |   |       |  |   |       |  |   |       |  |   |       
|------------------------------------------ |  | --------------------------------- | ---- | ------------ | ---- | ----- | ---- | - | ---- |  | ---- | ----- | ---------- | - | ----- |  | - | ----- |  | - | ----- |  | - | ------
|                                           |  | Three Months Ending Sept. 28,2007 |      | Fiscal Years |      |      
|                                           |  |                                   | 2008 |              | 2009 |       | 2010 |   | 2011 |  | 2012 |       | Thereafter |   | Total
|(in thousands)                             |  |                                   |      |              |      |       |      |   |      |  |      |       |            |   |       |  |   |       |  |   |       |  |   |       
|Long-term debt (including current portion) |  | $                                 |     |              | $    | 6,250 |      | $ |     |  | $    | 6,250 |            | $ |      |  | $ | 6,250 |  | $ | 6,250 |  | $ | 25,000
|                                           |  |                                   |      |              |      |       |      |   |      |  |      |       |            |   |       |  |   |       |  |   |       |  |   |       



Note
10.    Defined Benefit Pension Plans



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



|                                                                  |  |                      |      |   |                   |   |      |               |  |   |              |   |  |   |        |  
|----------------------------------------------------------------- |  | -------------------- | ---- | - | ----------------- | - | ---- | ------------- |  | - | ------------ | - |  | - | ------ | -
|                                                                  |  | Fiscal Quarter Ended |      |   | Nine Months Ended |  
|                                                                  |  | June 29,2007         |      |   | June 30,2006      |   |      | June 29, 2007 |  |   | June 30,2006 |  
|(in thousands)                                                    |  |                      |      |   |                   |   |      |               |  |   |              |   |  |   |        |  
|Service cost                                                      |  | $                    | 334  |   |                   | $ | 329  |               |  | $ | 1,002        |   |  | $ | 987    |  
|Interest cost                                                     |  |                      | 626  |   |                   |   | 527  |               |  |   | 1,878        |   |  |   | 1,581  |  
|Expected return on plan assets                                    |  |                      | (512 | ) |                   |   | (419 | )             |  |   | (1,536       | ) |  |   | (1,257 | )
|Amortization of prior service cost and actuarial gains and losses |  |                      | 111  |   |                   |   | 129  |               |  |   | 333          |   |  |   | 387    |  
|                                                                  |  |                      |      |   |                   |   |      |               |  |   |              |   |  |   |        |  
|Net periodic pension cost                                         |  | $                    | 559  |   |                   | $ | 566  |               |  | $ | 1,677        |   |  | $ | 1,698  |  
|                                                                  |  |                      |      |   |                   |   |      |               |  |   |              |   |  |   |        |  



Employer
Contributions. During the nine months ended June 29, 2007, the Company made contributions totaling $1.0 million to its defined benefit pension plans. The Company currently anticipates contributing an additional $0.4 million to these plans
in the fourth quarter of fiscal year 2007.



Note
11.    Contingencies



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



13



---

##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



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



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



For certain
of these sites and facilities, various uncertainties make it difficult to assess the likelihood and scope of further environmental-related activities or to estimate the future costs of such activities if undertaken. As of June 29, 2007, it was
nonetheless estimated that the Companys share of the future exposure for environmental-related costs for these sites and facilities ranged in the aggregate from $1.2 million to $2.6 million (without discounting to present value). The time
frame over which these costs are expected to be incurred varies with each site and facility, ranging up to approximately 14 years as of June 29, 2007. No amount in the foregoing range of estimated future costs is believed to be more probable of
being incurred than any other amount in such range and the Company therefore had an accrual of $1.2 million as of June 29, 2007.



As to certain sites and facilities, sufficient knowledge has been gained to be able to better estimate the scope and certain costs of future
environmental-related activities. As of June 29, 2007, it was estimated that the Companys share of the future exposure for these environmental-related costs for these sites and facilities ranged in the aggregate from $3.2 million to $12.7
million (without discounting to present value). The time frame over which these costs are expected to be incurred varies with each site and facility, ranging up to approximately 30 years as of June 29, 2007. As to each of these sites and
facilities, it was determined that a particular amount within the range of certain estimated costs was a better estimate of the future environmental-related cost than any other amount within the range and that the amount and timing of these future
costs were reliably determinable. Together, these amounts totaled $6.0 million at June 29, 2007. The Company therefore had an accrual of $4.2 million as of June 29, 2007, which represents the best estimate of its share of these future
environmental-related costs discounted at 4%, net of inflation. This accrual is in addition to the $1.2 million described in the preceding paragraph.



An insurance company has agreed to pay a portion of certain of VAIs (now VMS) future environmental-related costs for which the Company has an
indemnification obligation and the Company therefore has a long-term receivable of $1.0 million (discounted at 4%, net of inflation) in other assets as of June 29, 2007, for the Companys share of such recovery. The Company has not
reduced any environmental-related liability in anticipation of recoveries from third parties.



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



14



---

##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



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



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



Note
12.    Stockholders Equity and Stock Plans



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



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



|                                                                                |  |                      |        |   |                   |   |        |              |  |   |              |   |  |   |        |  
|------------------------------------------------------------------------------- |  | -------------------- | ------ | - | ----------------- | - | ------ | ------------ |  | - | ------------ | - |  | - | ------ | -
|                                                                                |  | Fiscal Quarter Ended |        |   | Nine Months Ended |  
|                                                                                |  | June 29,2007         |        |   | June 30,2006      |   |        | June 29,2007 |  |   | June 30,2006 |  
|(in thousands, except per share amounts)                                        |  |                      |        |   |                   |   |        |              |  |   |              |   |  |   |        |  
|Share-based compensation expense by award type:                                 |  |                      |        |   |                   |   |        |              |  |   |              |   |  |   |        |  
|Employee and non-employee director stock options                                |  | $                    | (1,424 | ) |                   | $ | (1,337 | )            |  | $ | (5,404       | ) |  | $ | (4,872 | )
|Employee stock purchase plan                                                    |  |                      | (219   | ) |                   |   | (301   | )            |  |   | (722         | ) |  |   | (738   | )
|Restricted (nonvested) stock (1)                                                |  |                      | (533   | ) |                   |   | (172   | )            |  |   | (1,639       | ) |  |   | (472   | )
|Non-employee director stock units                                               |  |                      |       |   |                   |   |       |              |  |   | (125         | ) |  |   | (150   | )
|                                                                                |  |                      |        |   |                   |   |        |              |  |   |              |   |  |   |        |  
|Total share-based compensation expense (effect on earnings before income taxes) |  |                      | (2,176 | ) |                   |   | (1,810 | )            |  |   | (7,890       | ) |  |   | (6,232 | )
|Effect on income tax expense                                                    |  |                      | 794    |   |                   |   | 661    |              |  |   | 2,879        |   |  |   | 2,233  |  
|                                                                                |  |                      |        |   |                   |   |        |              |  |   |              |   |  |   |        |  
|Effect on net earnings                                                          |  | $                    | (1,382 | ) |                   | $ | (1,149 | )            |  | $ | (5,011       | ) |  | $ | (3,999 | )
|                                                                                |  |                      |        |   |                   |   |        |              |  |   |              |   |  |   |        |  
|Effect on net earnings per share:                                               |  |                      |        |   |                   |   |        |              |  |   |              |   |  |   |        |  
|Basic                                                                           |  | $                    | (0.05  | ) |                   | $ | (0.04  | )            |  | $ | (0.16        | ) |  | $ | (0.13  | )
|                                                                                |  |                      |        |   |                   |   |        |              |  |   |              |   |  |   |        |  
|Diluted                                                                         |  | $                    | (0.04  | ) |                   | $ | (0.04  | )            |  | $ | (0.16        | ) |  | $ | (0.13  | )
|                                                                                |  |                      |        |   |                   |   |        |              |  |   |              |   |  |   |        |  

---

|(1) | Includes $46,000 in the fiscal quarter and nine months ended June 29, 2007 related to shares granted in connection with the Companys fiscal year 2007 restructuring
plan.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



|                                    |  |                      |       |                   |   |              |  |              |       |  |   |      
|----------------------------------- |  | -------------------- | ----- | ----------------- | - | ------------ |  | ------------ | ----- |  | - | -----
|                                    |  | Fiscal Quarter Ended |       | Nine Months Ended
|                                    |  | June 29,2007         |       | June 30,2006      |   | June 29,2007 |  | June 30,2006
|(in thousands)                      |  |                      |       |                   |   |              |  |              |       |  |   |      
|Cost of sales                       |  | $                    | 103   |                   | $ | 101          |  | $            | 322   |  | $ | 299  
|Selling, general and administrative |  |                      | 1,936 |                   |   | 1,567        |  |              | 7,177 |  |   | 5,530
|Research and development            |  |                      | 137   |                   |   | 142          |  |              | 391   |  |   | 403  
|                                    |  |                      |       |                   |   |              |  |              |       |  |   |      
|Total                               |  | $                    | 2,176 |                   | $ | 1,810        |  | $            | 7,890 |  | $ | 6,232
|                                    |  |                      |       |                   |   |              |  |              |       |  |   |      



15



---

##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



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



Stock Options.During the fiscal quarter ended June 29, 2007, the Company granted 5,000
employee stock options having a weighted-average exercise price of $58.78 and an estimated grant date fair value (net of expected forfeitures) of $0.1 million. During the nine months ended June 29, 2007, the Company granted 335,000 stock
options to employees and non-employee directors having a weighted-average exercise price of $45.93 and an estimated grant date fair value (net of expected forfeitures) of $4.5 million. During the fiscal quarter ended June 30, 2006, the Company
did not grant any stock options. During the nine months ended June 30, 2006, the Company granted 533,000 stock options to employees and non-employee directors having a weighted-average exercise price of $41.82 and an estimated grant date fair
value (net of expected forfeitures) of $6.2 million.



As of
June 29, 2007, the unrecorded deferred share-based compensation balance related to stock options was $5.2 million. This amount will be recognized as expense using the straight-line attribution method over an estimated weighted-average
amortization period of 1.3 years.



Employee Stock Purchase
Plan.The Company maintains an Employee Stock Purchase Plan (ESPP) under which eligible employees may purchase shares of its common stock, subject to certain conditions and limitations. During the fiscal quarter and nine months ended
June 29, 2007, employees purchased 25,000 shares for $0.9 million and 79,000 shares for $2.9 million, respectively, under the ESPP. During the fiscal quarter and nine months ended June 30, 2006, employees purchased 27,000 shares for
$0.9 million and 92,000 shares for $2.8 million, respectively, under the ESPP. As of June 29, 2007, a total of 284,000 shares remained available for issuance under the ESPP.



Restricted (Nonvested) Stock.Under the Omnibus Stock Plan (OSP), the Company periodically grants
restricted (nonvested) common stock to employees. Such grants are valued as of the grant date. These amounts are recognized by the Company as share-based compensation expense ratably over their respective vesting periods, which range from two to
three years. During the fiscal quarter and nine months ended June 29, 2007, the Company granted 12,000 shares and 59,200 shares, respectively, of restricted (nonvested) common stock with an aggregate value of $0.7 million and $2.8 million,
respectively. During the fiscal quarter and nine months ended June 29, 2007, the Company recognized $0.5 million and $1.6 million, respectively, in share-based compensation expense relating to restricted stock grants. During the fiscal quarter
and nine months ended June 30, 2006, the Company granted 27,500 shares of restricted (nonvested) common stock with an aggregate value of $1.2 million. There were no grants of restricted (nonvested) common stock during the fiscal quarter ended
June 30, 2006. During the fiscal quarter and nine months ended June 30, 2006, the Company recognized $0.2 million and $0.5 million, respectively, in share-based compensation expense relating to restricted (nonvested) common stock
grants.



As of June 29, 2007, there was $2.4 million of
total unrecognized compensation expense related to restricted (nonvested) common stock granted under the OSP. This expense is expected to be recognized over a weighted-average period of 1.3 years.



Non-Employee Director Stock Units. Under the terms of the OSP, on the
first business day following each annual meeting of the Companys stockholders, each person then serving as a non-employee director is automatically granted stock units having an initial value of $25,000. The stock units will vest upon
termination of the directors service on the Board of Directors and will be then satisfied by issuance of shares of the Companys common stock. Each non-employee director who holds stock units will not have rights as a stockholder with
respect to the shares issuable thereunder until such shares are paid out. The stock units are not transferable, except to the non-employee directors designated beneficiary or estate in the event of his or her death. During the nine months
ended June 29, 2007 and June 30, 2006, the Company granted stock units with an aggregate value of $125,000 and $150,000, respectively, to non-employee directors and recognized the total value of $125,000 and $150,000, respectively, as
share-based compensation expense at the time of grant in each of those respective periods.



16



---

##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



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



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



In January 2007, the Companys Board of Directors approved a new stock repurchase program under which the Company is
authorized to utilize up to $100 million to repurchase shares of its common stock. This repurchase program is effective through December 31, 2008. During the second and third quarters of fiscal year 2007, the Company repurchased and retired
575,000 shares under this authorization at an aggregate cost of $32.5 million. As of June 29, 2007, the Company had remaining authorization to repurchase $67.5 million of its common stock under this program.



Note 13.     Net Earnings Per Share



Basic earnings per share are calculated based on net earnings and the
weighted-average number of shares of common stock outstanding during the reported period. Diluted earnings per share are calculated similarly, except that the weighted-average number of common shares outstanding during the period increased by the
number of additional shares of common stock that would have been outstanding if the dilutive potential shares of common stock had been issued. The dilutive effect of potential common stock (including outstanding stock options, ESPP shares,
restricted stock and non-employee director stock units) is reflected in diluted earnings per share by application of the treasury stock method, which includes consideration of share-based compensation as required by SFAS 123(R) in the fiscal
quarters and nine months ended June 29, 2007 and June 30, 2006.



For the fiscal quarter and nine months ended June 29, 2007, options to purchase 5,000 and 31,000 shares, respectively, with exercise prices that exceeded the average market prices for the respective periods were
excluded from the calculation of diluted earnings per share as their effect was anti-dilutive. For the fiscal quarter and nine months ended June 30, 2006, options to purchase 421,000 and 510,000 shares, respectively, with exercise prices that
exceeded the average market prices for the respective periods were excluded from the calculation of diluted earnings per share as their effect was anti-dilutive.



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



|                                              |  |                      |  |                   |  |              |  |             
|--------------------------------------------- |  | -------------------- |  | ----------------- |  | ------------ |  | ------------
|                                              |  | Fiscal Quarter Ended |  | Nine Months Ended
|                                              |  | June 29,2007         |  | June 30,2006      |  | June 29,2007 |  | June 30,2006
|(in thousands)                                |  |                      |  |                   |  |              |  |             
|Weighted-average basic shares outstanding     |  | 30,469               |  | 30,847            |  | 30,497       |  | 30,988      
|Net effect of dilutive potential common stock |  | 514                  |  | 468               |  | 531          |  | 506         
|                                              |  |                      |  |                   |  |              |  |             
|Weighted-average diluted shares outstanding   |  | 30,983               |  | 31,315            |  | 31,028       |  | 31,494      
|                                              |  |                      |  |                   |  |              |  |             



17



---

##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



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



Note 14.     Industry Segments



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



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



|                        |  |                      |       |                   |   |              |  |              |       |  |   |      
|----------------------- |  | -------------------- | ----- | ----------------- | - | ------------ |  | ------------ | ----- |  | - | -----
|                        |  | Sales                |       | Sales            
|                        |  | Fiscal Quarter Ended |       | Nine Months Ended
|                        |  | June 29,2007         |       | June 30,2006      |   | June 29,2007 |  | June 30,2006
|(in millions)           |  |                      |       |                   |   |              |  |              |       |  |   |      
|Scientific Instruments  |  | $                    | 187.0 |                   | $ | 170.3        |  | $            | 554.2 |  | $ | 503.0
|Vacuum Technologies     |  |                      | 40.1  |                   |   | 39.4         |  |              | 120.8 |  |   | 112.1
|                        |  |                      |       |                   |   |              |  |              |       |  |   |      
|Total industry segments |  | $                    | 227.1 |                   | $ | 209.7        |  | $            | 675.0 |  | $ | 615.1
|                        |  |                      |       |                   |   |              |  |              |       |  |   |      



|                        |  |                      |      |   |                   |   |      |              |  |   |              |   |  |   |       |  
|----------------------- |  | -------------------- | ---- | - | ----------------- | - | ---- | ------------ |  | - | ------------ | - |  | - | ----- | -
|                        |  | Pretax Earnings      |      |   | Pretax Earnings   |  
|                        |  | Fiscal Quarter Ended |      |   | Nine Months Ended |  
|                        |  | June 29,2007         |      |   | June 30,2006      |   |      | June 29,2007 |  |   | June 30,2006 |  
|(in millions)           |  |                      |      |   |                   |   |      |              |  |   |              |   |  |   |       |  
|Scientific Instruments  |  | $                    | 17.4 |   |                   | $ | 14.7 |              |  | $ | 58.0         |   |  | $ | 41.4  |  
|Vacuum Technologies     |  |                      | 7.8  |   |                   |   | 8.5  |              |  |   | 23.9         |   |  |   | 21.8  |  
|                        |  |                      |      |   |                   |   |      |              |  |   |              |   |  |   |       |  
|Total industry segments |  |                      | 25.2 |   |                   |   | 23.2 |              |  |   | 81.9         |   |  |   | 63.2  |  
|General corporate       |  |                      | (4.5 | ) |                   |   | (4.3 | )            |  |   | (14.2        | ) |  |   | (12.7 | )
|Interest income         |  |                      | 1.6  |   |                   |   | 0.8  |              |  |   | 4.2          |   |  |   | 2.8   |  
|Interest expense        |  |                      | (0.5 | ) |                   |   | (0.5 | )            |  |   | (1.4         | ) |  |   | (1.6  | )
|                        |  |                      |      |   |                   |   |      |              |  |   |              |   |  |   |       |  
|Total                   |  | $                    | 21.8 |   |                   | $ | 19.2 |              |  | $ | 70.5         |   |  | $ | 51.7  |  
|                        |  |                      |      |   |                   |   |      |              |  |   |              |   |  |   |       |  



18



---

##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



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



Note 15.     Recent Accounting Pronouncements



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



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



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



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



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



19



---

##### Table of Contents

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



Caution Regarding Forward-Looking Statements



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



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



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



20



---

##### Table of Contents

Results of Operations



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



Segment Results



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



|                               |  |                      |       |   |               |       |   |                    |   |       |           |  |       |   |  |   |      |   |  |      |  
|------------------------------ |  | -------------------- | ----- | - | ------------- | ----- | - | ------------------ | - | ----- | --------- |  | ----- | - |  | - | ---- | - |  | ---- | -
|                               |  | Fiscal Quarter Ended |       |   |               |      
|                               |  | June 29, 2007        |       |   | June 30, 2006 |       |   | Increase(Decrease) |  
|                               |  | $                    |       |   | % ofSales     |       |   | $                  |   |       | % ofSales |  |       | $ |  |   | %    |  
|(dollars in millions)          |  |                      |       |   |               |       |   |                    |   |       |           |  |       |   |  |   |      |   |  |      |  
|Sales by Segment:              |  |                      |       |   |               |       |   |                    |   |       |           |  |       |   |  |   |      |   |  |      |  
|Scientific Instruments         |  | $                    | 187.0 |   |               | 82.3  | % |                    | $ | 170.3 |           |  | 81.2  | % |  | $ | 16.7 |   |  | 9.8  | %
|Vacuum Technologies            |  |                      | 40.1  |   |               | 17.7  |   |                    |   | 39.4  |           |  | 18.8  |   |  |   | 0.7  |   |  | 1.7  |  
|                               |  |                      |       |   |               |       |   |                    |   |       |           |  |       |   |  |   |      |   |  |      |  
|Total company                  |  | $                    | 227.1 |   |               | 100.0 | % |                    | $ | 209.7 |           |  | 100.0 | % |  | $ | 17.4 |   |  | 8.3  | %
|                               |  |                      |       |   |               |       |   |                    |   |       |           |  |       |   |  |   |      |   |  |      |  
|Operating Earnings by Segment: |  |                      |       |   |               |       |   |                    |   |       |           |  |       |   |  |   |      |   |  |      |  
|Scientific Instruments         |  | $                    | 17.4  |   |               | 9.3   | % |                    | $ | 14.7  |           |  | 8.6   | % |  | $ | 2.7  |   |  | 18.2 | %
|Vacuum Technologies            |  |                      | 7.8   |   |               | 19.5  |   |                    |   | 8.5   |           |  | 21.6  |   |  |   | (0.7 | ) |  | (8.2 | )
|                               |  |                      |       |   |               |       |   |                    |   |       |           |  |       |   |  |   |      |   |  |      |  
|Total segments                 |  |                      | 25.2  |   |               | 11.1  |   |                    |   | 23.2  |           |  | 11.1  |   |  |   | 2.0  |   |  | 8.5  |  
|General corporate              |  |                      | (4.5  | ) |               | (2.0  | ) |                    |   | (4.3  | )         |  | (2.1  | ) |  |   | (0.2 | ) |  | 5.7  |  
|                               |  |                      |       |   |               |       |   |                    |   |       |           |  |       |   |  |   |      |   |  |      |  
|Total company                  |  | $                    | 20.7  |   |               | 9.1   | % |                    | $ | 18.9  |           |  | 9.0   | % |  | $ | 1.8  |   |  | 9.2  | %
|                               |  |                      |       |   |               |       |   |                    |   |       |           |  |       |   |  |   |      |   |  |      |  



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



Scientific Instruments operating earnings for the third quarter of fiscal
year 2007 include restructuring and other related costs of $2.9 million, acquisition-related intangible amortization of $1.8 million and share-based compensation expense of $0.7 million. In comparison, Scientific Instruments operating earnings for
the third quarter of fiscal year 2006 include restructuring and other related costs of $0.1 million, acquisition-related intangible amortization of $2.4 million, share-based compensation expense of $0.8 million and amortization of $0.6 million
related to inventory written up in connection with the acquisitions of Magnex Scientific Limited (Magnex) in November 2004 and IonSpec Corporation (IonSpec) in February 2006. Excluding the impact of these items, the increase
in operating earnings as a percentage of sales resulted primarily from efficiency improvements and sales volume leverage (as the higher sales volume improved the absorption rate of fixed and semi-variable costs) favorably impacting selling, general
and administrative expenses.



Vacuum Technologies.
Vacuum Technologies sales increased slightly due to higher overall sales volume. Higher sales into life science applications were partially offset by lower sales into industrial applications.



Vacuum Technologies operating earnings for the third quarters of fiscal years
2007 and 2006 include the impact of share-based compensation expense of $0.1 million and $0.3 million, respectively. Excluding the impact of these items, the decrease in operating earnings as a percentage of sales resulted primarily from lower gross
margins compared to an exceptionally favorable product mix in the third quarter of the prior year. We currently believe that this segments operating profit margin (defined as operating earnings as a percentage of sales) for the third quarter
of fiscal year 2007 is more indicative of operating profit margins to be expected over the next several quarters than the margin for the third quarter of fiscal year 2006.



21



---

##### Table of Contents

Consolidated Results



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



|                                             |  |                      |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|-------------------------------------------- |  | -------------------- | ----- | - | ------------- | ----- | - | ------------------- | - | ----- | --------- |  | ----- | - |  | - | ---- | - |  | ----- | -
|                                             |  | Fiscal Quarter Ended |       |   |               |      
|                                             |  | June 29, 2007        |       |   | June 30, 2006 |       |   | Increase (Decrease) |  
|                                             |  | $                    |       |   | % ofSales     |       |   | $                   |   |       | % ofSales |  |       | $ |  |   | %    |  
|(dollars in millions, except per share data) |  |                      |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|Sales                                        |  | $                    | 227.1 |   |               | 100.0 | % |                     | $ | 209.7 |           |  | 100.0 | % |  | $ | 17.4 |   |  | 8.3   | %
|                                             |  |                      |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|Gross profit                                 |  |                      | 101.9 |   |               | 44.9  |   |                     |   | 94.5  |           |  | 45.1  |   |  |   | 7.4  |   |  | 7.8   |  
|                                             |  |                      |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|Operating expenses:                          |  |                      |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|Selling, general and administrative          |  |                      | 64.3  |   |               | 28.4  |   |                     |   | 60.1  |           |  | 28.7  |   |  |   | 4.2  |   |  | 7.1   |  
|Research and development                     |  |                      | 16.9  |   |               | 7.4   |   |                     |   | 15.5  |           |  | 7.4   |   |  |   | 1.4  |   |  | 8.9   |  
|                                             |  |                      |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|Total operating expenses                     |  |                      | 81.2  |   |               | 35.8  |   |                     |   | 75.6  |           |  | 36.1  |   |  |   | 5.6  |   |  | 7.4   |  
|                                             |  |                      |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|Operating earnings                           |  |                      | 20.7  |   |               | 9.1   |   |                     |   | 18.9  |           |  | 9.0   |   |  |   | 1.8  |   |  | 9.2   |  
|Interest income                              |  |                      | 1.6   |   |               | 0.7   |   |                     |   | 0.8   |           |  | 0.4   |   |  |   | 0.8  |   |  | 96.2  |  
|Interest expense                             |  |                      | (0.4  | ) |               | (0.2  | ) |                     |   | (0.5  | )         |  | (0.3  | ) |  |   | 0.1  |   |  | (15.0 | )
|Income tax expense                           |  |                      | (7.3  | ) |               | (3.2  | ) |                     |   | (4.7  | )         |  | (2.2  | ) |  |   | (2.6 | ) |  | 53.9  |  
|                                             |  |                      |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|Net earnings                                 |  | $                    | 14.6  |   |               | 6.4   | % |                     | $ | 14.5  |           |  | 6.9   | % |  | $ | 0.1  |   |  | 0.4   | %
|                                             |  |                      |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|Net earnings per diluted share               |  | $                    | 0.47  |   |               |       |   |                     | $ | 0.46  |           |  |       |   |  | $ | 0.01 |   |  |       |  
|                                             |  |                      |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  



Sales. As
discussed under the heading Segment Results above, sales by the Scientific Instruments and Vacuum Technologies segments in the third quarter of fiscal year 2007 increased by 9.8% and 1.7%, respectively, compared to the prior-year quarter. On
a consolidated basis, sales grew 8.3% in the third quarter of fiscal year 2007 compared to the third quarter of fiscal year 2006, with the increase driven by strong demand in the Scientific Instruments segment for industrial applications.



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



|                            |  |                      |       |           |               |   |   |                    |           |  |       |   |  |   |      |   |  |      |   
|--------------------------- |  | -------------------- | ----- | --------- | ------------- | - | - | ------------------ | --------- |  | ----- | - |  | - | ---- | - |  | ---- | --
|                            |  | Fiscal Quarter Ended |       |           |               |  
|                            |  | June 29, 2007        |       |           | June 30, 2006 |   |   | Increase(Decrease) |          
|                            |  | $                    |       | % ofSales |               |   | $ |                    | % ofSales |  |       | $ |  |   | %    |  
|(dollars in millions)       |  |                      |       |           |               |   |   |                    |           |  |       |   |  |   |      |   |  |      |   
|Sales by Geographic Region: |  |                      |       |           |               |   |   |                    |           |  |       |   |  |   |      |   |  |      |   
|North America               |  | $                    | 78.7  |           | 34.7          | % |   | $                  | 85.9      |  | 41.0  | % |  | $ | (7.2 | ) |  | (8.4 | )%
|Europe                      |  |                      | 90.4  |           | 39.8          |   |   |                    | 74.7      |  | 35.6  |   |  |   | 15.7 |   |  | 21.1 |   
|Asia Pacific                |  |                      | 47.4  |           | 20.9          |   |   |                    | 41.7      |  | 19.9  |   |  |   | 5.7  |   |  | 13.6 |   
|Latin America               |  |                      | 10.6  |           | 4.6           |   |   |                    | 7.4       |  | 3.6   |   |  |   | 3.2  |   |  | 41.5 |   
|                            |  |                      |       |           |               |   |   |                    |           |  |       |   |  |   |      |   |  |      |   
|Total company               |  | $                    | 227.1 |           | 100.0         | % |   | $                  | 209.7     |  | 100.0 | % |  | $ | 17.4 |   |  | 8.3  | % 
|                            |  |                      |       |           |               |   |   |                    |           |  |       |   |  |   |      |   |  |      |   



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



22



---

##### Table of Contents

We believe the reduction in sales in North America was primarily due to a general trend in many
industries of manufacturing moving out of the U.S. for cost and tax reasons and softness in demand from pharmaceutical companies in the U.S., which was in part due to consolidations and a shift in pharmaceutical research and manufacturing to the
Asia Pacific region. While both of these trends negatively impacted sales in North America in the third quarter of fiscal year 2007, they probably benefited us in Asia Pacific. On a sequential basis, North America sales were higher by approximately
10%, primarily as a result of increased government funding for purchases of our Scientific Instruments products.



Gross Profit. Gross profit for the third quarter of fiscal year 2007 reflects the impact of $1.3 million in amortization expense relating to
acquisition-related intangible assets, $0.7 million in restructuring and other related costs, and share-based compensation expense of $0.1 million. In comparison, gross profit for the third quarter of fiscal year 2006 reflects the impact of $1.6
million in amortization expense relating to acquisition-related intangible assets, $0.6 million in amortization expense related to inventory written up in connection with the Magnex and IonSpec acquisitions and share-based compensation expense of
$0.1 million. Excluding the impact of these items, the gross profit percentage decreased primarily as a result of the sale of two low-margin high-field NMR systems during the third quarter of fiscal year 2007. Both of these systems had been in
backlog for some time and required significant installation time. One of these systems also included a higher-cost OEM magnet sourced from a third-party supplier. As of June 29, 2007, only a few such OEM magnets remained for shipment in future
periods. In addition, the product mix in the Vacuum Technologies segment was exceptionally favorable in the third quarter of the prior year. The decrease from these factors was partially offset by the positive impact on gross margins of internally
sourced magnets for MR products.



Selling, General and
Administrative. Selling, general and administrative expenses for the third quarter of fiscal year 2007 include $0.5 million in amortization expense relating to acquisition-related intangible assets, $1.9 million in restructuring and other
related costs and $1.9 million in share-based compensation expense. In comparison, selling, general and administrative expenses for the third quarter of fiscal year 2006 included $0.1 million in restructuring and other related costs, $0.9
million in acquisition-related intangible amortization and $1.6 million in share-based compensation expense. Excluding the impact of these items, selling, general and administrative expenses were lower as a percentage of sales in the third quarter
of fiscal year 2007 primarily as a result of sales volume leverage and efficiency improvements in the Scientific Instruments segment.



Research and Development. Research and development expenses for the third quarter of fiscal year 2007 reflect the impact of $0.3 million in
restructuring and other related costs and $0.1 million in share-based compensation expense. In comparison, research and development expenses for the third quarter of fiscal year 2006 reflect the impact of share-based compensation expense of $0.1
million. Excluding the impact of these items, research and development expenses were relatively flat as a percentage of sales. The increase in research and development expenses in absolute dollars resulted primarily from higher spending on new
product development for mainly information rich detection products.



Restructuring Activities. Between fiscal years 2003 and 2007, we committed to several restructuring plans in order to adjust our organizational structure, improve operational efficiencies and eliminate redundant or
excess costs resulting from acquisitions or dispositions during those periods.



23



---

##### Table of Contents

The following table sets forth changes in our aggregate liability relating to all restructuring plans
during the third quarter of fiscal year 2007:



|                                               |  |                  |       |   |                    |   |     |       |  |   |       |  
|---------------------------------------------- |  | ---------------- | ----- | - | ------------------ | - | --- | ----- |  | - | ----- | -
|                                               |  | Employee-Related |       |   | Facilities-Related |   |     | Total | 
|(in thousands)                                 |  |                  |       |   |                    |   |     |       |  |   |       |  
|Balance at March 30, 2007                      |  | $                | 176   |   |                    | $ | 741 |       |  | $ | 917   |  
|Charges                                        |  |                  | 1,888 |   |                    |   |    |       |  |   | 1,888 |  
|Cash payments                                  |  |                  |      |   |                    |   | (20 | )     |  |   | (20   | )
|Foreign currency impacts and other adjustments |  |                  | (4    | ) |                    |   | 10  |       |  |   | 6     |  
|                                               |  |                  |       |   |                    |   |     |       |  |   |       |  
|Balance at June 29, 2007                       |  | $                | 2,060 |   |                    | $ | 731 |       |  | $ | 2,791 |  
|                                               |  |                  |       |   |                    |   |     |       |  |   |       |  



We have incurred a
total of $17.4 million in restructuring expense under these restructuring plans. In addition, we have also recorded other costs related directly to these plans (comprised primarily of employee retention and relocation costs and accelerated
depreciation of assets to be disposed upon the closure of facilities) totaling $4.4 million. Of this amount, a total of $1.0 million was recorded during the third quarter of fiscal year 2007.



Fiscal Year 2007 Plan. During the third quarter of fiscal year 2007,
we committed to a plan to combine and optimize the development and assembly of most of our NMR and mass spectrometry products, to further centralize related administration and other functions and to reallocate certain resources toward more rapidly
growing product lines and geographies. As part of the plan, we are creating an information rich detection (IRD) center in Walnut Creek, California, where NMR operations currently located in Palo Alto, California will be integrated with
mass spectrometry operations already located in Walnut Creek. Merging our IRD talent base into this single location will capitalize on our strength in NMR and mass spectrometry, and enhance our ability to develop innovative IRD solutions that are
more powerful, complementary, routine and user-friendly. Underscoring our commitment to IRD and the benefits that a combined location and organization will provide, we will invest in a new 45,000 square foot building and a substantial remodel of an
existing building there to house the IRD center.



As a result
of the plan, a number of employee positions have been or will be relocated or eliminated and certain facilities will be consolidated. These actions primarily impact the Scientific Instruments segment and involve the elimination of between
approximately 40 and 60 positions. We expect these activities to be completed during the first half of fiscal year 2009.



Restructuring and other related costs associated with this plan include one-time termination benefits, retention payments, costs to relocate facilities
(including decommissioning costs, moving costs and temporary facility/storage costs), accelerated depreciation of fixed assets to be disposed as a result of facilities actions and lease termination costs. These costs are currently estimated to be
between $9.5 million and $14.5 million, of which $2.9 million was incurred in the third quarter of fiscal year 2007 and between $1.0 million and $2.0 million is expected to be recorded in the fourth quarter of fiscal year 2007. These costs are
expected to be settled through the second quarter of fiscal year 2009 except for certain lease termination-related costs, which might be settled as late as the fourth quarter of fiscal year 2012.



24



---

##### Table of Contents

The following table sets forth changes in our restructuring liability relating to the foregoing plan
during the third quarter of fiscal year 2007:



|                                               |  |                  |       |   |                    |   |       |  |   |       |  
|---------------------------------------------- |  | ---------------- | ----- | - | ------------------ | - | ----- |  | - | ----- | -
|                                               |  | Employee-Related |       |   | Facilities-Related |   | Total | 
|(in thousands)                                 |  |                  |       |   |                    |   |       |  |   |       |  
|Balance at March 30, 2007                      |  | $                |      |   |                    | $ |      |  | $ |      |  
|Charges                                        |  |                  | 1,888 |   |                    |   |      |  |   | 1,888 |  
|Cash payments                                  |  |                  |      |   |                    |   |      |  |   |      |  
|Foreign currency impacts and other adjustments |  |                  | (6    | ) |                    |   |      |  |   | (6    | )
|                                               |  |                  |       |   |                    |   |       |  |   |       |  
|Balance at June 29, 2007                       |  | $                | 1,882 |   |                    | $ |      |  | $ | 1,882 |  
|                                               |  |                  |       |   |                    |   |       |  |   |       |  



The restructuring
charges of $1.9 million recorded during the third quarter of fiscal year 2007 related to employee termination benefits. In addition, we incurred $1.0 million in other costs relating directly to this restructuring plan during the third quarter of
fiscal year 2007. These costs were comprised of a $0.2 million non-cash charge for accelerated depreciation of assets to be disposed upon the closure of facilities as well as $0.3 million in employee retention costs and $0.5 million in other
facility-related costs, both of which will be settled in cash.



Upon its completion, the plan is expected to result in certain operational improvements and efficiencies, which we anticipate will result in a reduction of our overall cost structure and annual operating expenses. We currently estimate the
annual cost savings to be achieved following completion of this plan to be between $3.0 million and $5.0 million per year. These estimated cost savings, which are not expected to be realized until the plan is substantially completed in the
first half of fiscal year 2009, are expected to impact cost of sales and selling, general and administrative expenses. Some of these cost savings have been and will continue to be reinvested in other parts of our business, for example, as part of
our continued emphasis on information rich detection and consumable products. In addition, unrelated cost increases in other areas of our operations have and could in the future offset some or all of these cost savings. Although it is difficult to
quantify with any precision our actual cost savings to date from these activities, many of which are still ongoing, we currently believe that the ultimate savings realized will not differ materially from these estimates.



Interest Income.The increase in interest income was primarily due to
higher average invested cash balances and higher rates of interest on those balances during the third quarter of fiscal year 2007 compared to the third quarter of fiscal year 2006.



Income Tax Expense.The effective income tax rate was 33.4% for the third quarter of fiscal year 2007, compared to
24.6% for the third quarter of fiscal year 2006. The lower effective income tax rate in the third quarter of fiscal year 2006 was primarily due to a release of $2.3 million in tax reserves resulting from the positive outcome of tax uncertainties
during that period.



Net Earnings. Net earnings for
the third quarter of fiscal year 2007 reflect the impact of $2.1 million in share-based compensation expense, $1.8 million in acquisition-related intangible amortization and $2.9 million in restructuring and other related costs. Net earnings for the
third quarter of fiscal year 2006 reflect the impact of $1.8 million in share-based compensation expense, $2.4 million in acquisition-related intangible amortization, $0.6 million in amortization related to inventory written up in connection with
recent acquisitions and $0.1 million in restructuring and other related costs. Excluding the impact of these items, the increase in net earnings in the third quarter of fiscal year 2007 resulted primarily from higher sales volume and lower
selling, general and administrative expenses as a percentage of sales, partially offset by lower gross profit margins and the higher effective income tax rate in the period.



25



---

##### Table of Contents

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



Segment Results



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



|                               |  |                   |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|------------------------------ |  | ----------------- | ----- | - | ------------- | ----- | - | ------------------- | - | ----- | --------- |  | ----- | - |  | - | ---- | - |  | ----- | -
|                               |  | Nine Months Ended |       |   |               |      
|                               |  | June 29, 2007     |       |   | June 30, 2006 |       |   | Increase (Decrease) |  
|                               |  | $                 |       |   | % ofSales     |       |   | $                   |   |       | % ofSales |  |       | $ |  |   | %    |  
|(dollars in millions)          |  |                   |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|Sales by Segment:              |  |                   |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|Scientific Instruments         |  | $                 | 554.2 |   |               | 82.1  | % |                     | $ | 503.0 |           |  | 81.8  | % |  | $ | 51.2 |   |  | 10.2  | %
|Vacuum Technologies            |  |                   | 120.8 |   |               | 17.9  |   |                     |   | 112.1 |           |  | 18.2  |   |  |   | 8.7  |   |  | 7.7   |  
|                               |  |                   |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|Total company                  |  | $                 | 675.0 |   |               | 100.0 | % |                     | $ | 615.1 |           |  | 100.0 | % |  | $ | 59.9 |   |  | 9.7   | %
|                               |  |                   |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|Operating Earnings by Segment: |  |                   |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|Scientific Instruments         |  | $                 | 58.0  |   |               | 10.5  | % |                     | $ | 41.4  |           |  | 8.2   | % |  | $ | 16.6 |   |  | 40.3  | %
|Vacuum Technologies            |  |                   | 23.9  |   |               | 19.7  |   |                     |   | 21.8  |           |  | 19.5  |   |  |   | 2.1  |   |  | 9.2   |  
|                               |  |                   |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|Total segments                 |  |                   | 81.9  |   |               | 12.1  |   |                     |   | 63.2  |           |  | 10.3  |   |  |   | 18.7 |   |  | 29.6  |  
|General corporate              |  |                   | (14.2 | ) |               | (2.1  | ) |                     |   | (12.7 | )         |  | (2.1  | ) |  |   | (1.5 | ) |  | (11.7 | )
|                               |  |                   |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|Total company                  |  | $                 | 67.7  |   |               | 10.0  | % |                     | $ | 50.5  |           |  | 8.2   | % |  | $ | 17.2 |   |  | 34.0  | %
|                               |  |                   |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  



Scientific
Instruments. The increase in Scientific Instruments sales was primarily attributable to higher sales volume, in particular from mass spectrometers and other analytical instruments. Sales into industrial applications increased strongly, while
sales into life science applications were relatively flat. Scientific Instruments revenues for the first nine months of fiscal year 2006 do not include sales for the full period from PL International Limited (Polymer Labs), which was
acquired in November 2005. Excluding the impact of Polymer Labs, Scientific Instruments sales in the first nine months of fiscal year 2007 increased by approximately 9.5% compared to the first nine months of fiscal year 2006.



Scientific Instruments operating earnings for the first nine months of fiscal
year 2007 include restructuring and other related costs of $3.1 million, acquisition-related intangible amortization of $6.0 million, share-based compensation expense of $2.6 million and amortization of $0.5 million related to inventory written up
in connection with the acquisition of IonSpec. In comparison, Scientific Instruments operating earnings for the first nine months of fiscal year 2006 include restructuring and other related costs of $0.3 million, an in-process research and
development charge of $0.8 million relating to the acquisition of Polymer Labs, acquisition-related intangible amortization of $6.1 million, share-based compensation expense of $2.6 million and amortization of $3.9 million related to inventory
written up in connection with the acquisitions of Magnex in November 2004, Polymer Labs in November 2005 and IonSpec in February 2006. Excluding the impact of these items, the increase in operating earnings as a percentage of sales resulted
primarily from sales volume leverage, a favorable mix shift toward higher-margin products including mass spectrometers and consumables, the transition to internally sourced magnets for MR products and the positive impact of efficiency improvements
on selling, general and administrative expenses.



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



Vacuum Technologies operating earnings for the first nine months of fiscal year 2007 and 2006 include the impact of
share-based compensation expense of $1.0 million and $0.8 million, respectively. Excluding the impact of these items, the increase in operating earnings as a percentage of sales was primarily attributable to sales volume leverage.



26



---

##### Table of Contents

Consolidated Results



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



|                                              |  |                   |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |        |  
|--------------------------------------------- |  | ----------------- | ----- | - | ------------- | ----- | - | ------------------- | - | ----- | --------- |  | ----- | - |  | - | ---- | - |  | ------ | -
|                                              |  | Nine Months Ended |       |   |               |       |   |                     |  
|                                              |  | June 29, 2007     |       |   | June 30, 2006 |       |   | Increase (Decrease) |  
|                                              |  | $                 |       |   | % ofSales     |       |   | $                   |   |       | % ofSales |  |       | $ |  |   | %    |  
|(dollars in millions, except per share data)  |  |                   |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |        |  
|Sales                                         |  | $                 | 675.0 |   |               | 100.0 | % |                     | $ | 615.1 |           |  | 100.0 | % |  | $ | 59.9 |   |  | 9.7    | %
|                                              |  |                   |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |        |  
|Gross profit                                  |  |                   | 307.1 |   |               | 45.5  |   |                     |   | 273.4 |           |  | 44.4  |   |  |   | 33.7 |   |  | 12.3   |  
|                                              |  |                   |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |        |  
|Operating expenses:                           |  |                   |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |        |  
|Selling, general and administrative           |  |                   | 190.8 |   |               | 28.3  |   |                     |   | 178.0 |           |  | 28.9  |   |  |   | 12.8 |   |  | 7.2    |  
|Research and development                      |  |                   | 48.6  |   |               | 7.2   |   |                     |   | 44.1  |           |  | 7.2   |   |  |   | 4.5  |   |  | 10.1   |  
|Purchased in-process research and development |  |                   |      |   |               |      |   |                     |   | 0.8   |           |  | 0.1   |   |  |   | (0.8 | ) |  | (100.0 | )
|                                              |  |                   |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |        |  
|Total operating expenses                      |  |                   | 239.4 |   |               | 35.5  |   |                     |   | 222.9 |           |  | 36.2  |   |  |   | 16.5 |   |  | 7.4    |  
|                                              |  |                   |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |        |  
|Operating earnings                            |  |                   | 67.7  |   |               | 10.0  |   |                     |   | 50.5  |           |  | 8.2   |   |  |   | 17.2 |   |  | 34.0   |  
|Interest income                               |  |                   | 4.2   |   |               | 0.6   |   |                     |   | 2.8   |           |  | 0.5   |   |  |   | 1.4  |   |  | 52.0   |  
|Interest expense                              |  |                   | (1.4  | ) |               | (0.2  | ) |                     |   | (1.6  | )         |  | (0.3  | ) |  |   | 0.2  |   |  | (8.3   | )
|Income tax expense                            |  |                   | (24.3 | ) |               | (3.6  | ) |                     |   | (16.3 | )         |  | (2.6  | ) |  |   | (8.0 | ) |  | 48.9   |  
|                                              |  |                   |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |        |  
|Net earnings                                  |  | $                 | 46.2  |   |               | 6.8   | % |                     | $ | 35.4  |           |  | 5.8   | % |  | $ | 10.8 |   |  | 30.5   | %
|                                              |  |                   |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |        |  
|Net earnings per diluted share                |  | $                 | 1.49  |   |               |       |   |                     | $ | 1.12  |           |  |       |   |  | $ | 0.36 |   |  |        |  
|                                              |  |                   |       |   |               |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |        |  



Sales. As
discussed under the heading Segment Results above, sales by the Scientific Instruments and Vacuum Technologies segments in the first nine months of fiscal year 2007 increased by 10.2% and 7.7%, respectively, compared to the first nine months
of fiscal year 2006. On a consolidated basis, sales grew 9.7% in the first nine months of fiscal year 2007, with strong growth into industrial applications and modest growth into life science applications. Revenues for the first nine months of
fiscal year 2006 do not include sales for the full nine months from Polymer Labs, which was acquired in November 2005. Excluding the impact of Polymer Labs, sales in the first nine months of fiscal year 2007 increased by approximately 9.4% compared
to the first nine months of fiscal year 2006.



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



|                            |  |                   |       |           |               |   |   |                     |           |  |       |   |  |   |       |   |  |      |   
|--------------------------- |  | ----------------- | ----- | --------- | ------------- | - | - | ------------------- | --------- |  | ----- | - |  | - | ----- | - |  | ---- | --
|                            |  | Nine Months Ended |       |           |               |  
|                            |  | June 29, 2007     |       |           | June 30, 2006 |   |   | Increase (Decrease) |          
|                            |  | $                 |       | % ofSales |               |   | $ |                     | % ofSales |  |       | $ |  |   | %     |  
|(dollars in millions)       |  |                   |       |           |               |   |   |                     |           |  |       |   |  |   |       |   |  |      |   
|Sales by Geographic Region: |  |                   |       |           |               |   |   |                     |           |  |       |   |  |   |       |   |  |      |   
|North America               |  | $                 | 224.4 |           | 33.2          | % |   | $                   | 245.1     |  | 39.8  | % |  | $ | (20.7 | ) |  | (8.5 | )%
|Europe                      |  |                   | 279.2 |           | 41.4          |   |   |                     | 224.6     |  | 36.5  |   |  |   | 54.6  |   |  | 24.3 |   
|Asia Pacific                |  |                   | 138.6 |           | 20.5          |   |   |                     | 118.4     |  | 19.3  |   |  |   | 20.2  |   |  | 17.0 |   
|Latin America               |  |                   | 32.8  |           | 4.9           |   |   |                     | 27.0      |  | 4.4   |   |  |   | 5.8   |   |  | 21.9 |   
|                            |  |                   |       |           |               |   |   |                     |           |  |       |   |  |   |       |   |  |      |   
|Total company               |  | $                 | 675.0 |           | 100.0         | % |   | $                   | 615.1     |  | 100.0 | % |  | $ | 59.9  |   |  | 9.7  | % 
|                            |  |                   |       |           |               |   |   |                     |           |  |       |   |  |   |       |   |  |      |   



The increases in sales
in Europe, Asia Pacific and Latin America were primarily attributable to stronger demand across a broad range of our products, in particular analytical instruments and vacuum products. In Europe, higher sales of MR products also contributed to the
increase.



27



---

##### Table of Contents

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



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



Gross Profit. Gross profit for the first nine months of fiscal year 2007 reflects the impact of $3.9 million in
amortization expense relating to acquisition-related intangible assets, $0.5 million in amortization expense related to inventory written up in connection with the IonSpec acquisition, share-based compensation expense of $0.3 million and $0.7
million in restructuring and other related costs. In comparison, gross profit for the first nine months of fiscal year 2006 reflects the impact of $3.6 million in amortization expense relating to acquisition-related intangible assets, $3.9 million
in amortization expense related to inventory written up in connection with the IonSpec, Polymer Labs and Magnex acquisitions and share-based compensation expense of $0.3 million. Excluding the impact of these items, the gross profit percentage
increased primarily as a result of sales volume leverage and a favorable mix shift toward higher-margin products including mass spectrometers and lower-field NMR and MR imaging systems and away from lower-margin high-field NMR systems.



Selling, General and Administrative. Selling, general and
administrative expenses for the first nine months of fiscal year 2007 included $2.1 million in amortization expense relating to acquisition-related intangible assets, $2.1 million in restructuring and other related costs and $7.1 million in
share-based compensation expense. In comparison, selling, general and administrative expenses for the first nine months of fiscal year 2006 included $2.4 million in acquisition-related intangible amortization, $0.3 million in restructuring and other
related costs and $5.5 million in share-based compensation expense. Excluding the impact of these items, selling, general and administrative expenses were lower as a percentage of sales in the first nine months of fiscal year 2007 primarily as a
result of sales volume leverage and efficiency improvements resulting from cost reduction activities.



Research and Development. Research and development expenses for the first nine months of fiscal year 2007 reflect the impact of $0.3 million
in restructuring and other related costs and $0.4 million in share-based compensation expense. In comparison, research and development expenses for the third quarter of fiscal year 2006 reflect the impact of share-based compensation expense of $0.4
million. Excluding the impact of these items, research and development expenses were relatively flat as a percentage of sales. The increase in research and development expenses in absolute dollars resulted primarily from acquisitions of Polymer Labs
in the first quarter of fiscal year 2006 and IonSpec in the second quarter of fiscal year 2006 and higher spending on new product development for mainly information rich detection products.



Restructuring Activities. Between fiscal years 2003 and
2007, we committed to several restructuring plans in order to adjust our organizational structure, improve operational efficiencies and eliminate redundant or excess costs resulting from acquisitions or dispositions during those periods.



28



---

##### Table of Contents

The following table sets forth changes in our aggregate liability relating to all restructuring plans
during the first nine months of fiscal year 2007:



|                                               |  |                  |       |   |                    |   |     |       |  |   |       |  
|---------------------------------------------- |  | ---------------- | ----- | - | ------------------ | - | --- | ----- |  | - | ----- | -
|                                               |  | Employee-Related |       |   | Facilities-Related |   |     | Total | 
|(in thousands)                                 |  |                  |       |   |                    |   |     |       |  |   |       |  
|Balance at September 29, 2006                  |  | $                | 233   |   |                    | $ | 818 |       |  | $ | 1,051 |  
|Charges                                        |  |                  | 2,067 |   |                    |   |    |       |  |   | 2,067 |  
|Cash payments                                  |  |                  | (248  | ) |                    |   | (98 | )     |  |   | (346  | )
|Foreign currency impacts and other adjustments |  |                  | 8     |   |                    |   | 11  |       |  |   | 19    |  
|                                               |  |                  |       |   |                    |   |     |       |  |   |       |  
|Balance at June 29, 2007                       |  | $                | 2,060 |   |                    | $ | 731 |       |  | $ | 2,791 |  
|                                               |  |                  |       |   |                    |   |     |       |  |   |       |  



We have incurred a
total of $17.4 million in restructuring expense under these restructuring plans. In addition, we have also recorded other costs related directly to these plans (comprised primarily of employee retention and relocation costs and accelerated
depreciation of assets to be disposed upon the closure of facilities) totaling $4.4 million. Of this amount, a total of $1.0 million was recorded during the first nine months of fiscal year 2007.



Fiscal Year 2007 Plan. During the first nine months of fiscal year
2007, we committed to a plan to combine and optimize the development and assembly of most of our NMR and mass spectrometry products, to further centralize related administration and other functions and to reallocate certain resources toward more
rapidly growing product lines and geographies.



The following
table sets forth changes in our restructuring liability relating to the foregoing plan during the first nine months of fiscal year 2007:



|                                               |  |                  |       |   |                    |   |       |  |   |       |  
|---------------------------------------------- |  | ---------------- | ----- | - | ------------------ | - | ----- |  | - | ----- | -
|                                               |  | Employee-Related |       |   | Facilities-Related |   | Total | 
|(in thousands)                                 |  |                  |       |   |                    |   |       |  |   |       |  
|Balance at September 29, 2006                  |  | $                |      |   |                    | $ |      |  | $ |      |  
|Charges                                        |  |                  | 1,888 |   |                    |   |      |  |   | 1,888 |  
|Cash payments                                  |  |                  |      |   |                    |   |      |  |   |      |  
|Foreign currency impacts and other adjustments |  |                  | (6    | ) |                    |   |      |  |   | (6    | )
|                                               |  |                  |       |   |                    |   |       |  |   |       |  
|Balance at June 29, 2007                       |  | $                | 1,882 |   |                    | $ |      |  | $ | 1,882 |  
|                                               |  |                  |       |   |                    |   |       |  |   |       |  



The restructuring
charges of $1.9 million recorded during the third quarter of fiscal year 2007 related to employee termination benefits. In addition, we incurred $1.0 million in other costs relating directly to this restructuring plan during the first nine months of
fiscal year 2007. These costs were comprised of a $0.2 million non-cash charge for accelerated depreciation of assets to be disposed upon the closure of facilities as well as $0.3 million in employee retention costs and $0.5 million in other
facility-related costs both of which will be settled in cash.



Interest Income.The increase in interest income was primarily due to higher average invested cash balances and higher rates of interest on those balances during the first nine months of fiscal year 2007 compared to the first nine
months of fiscal year 2006.



Income Tax Expense.The
effective income tax rate was 34.5% for the first nine months of fiscal year 2007, compared to 31.6% for the first nine months of fiscal year 2006. The lower effective income tax rate in the first nine months of fiscal year 2006 was primarily due to
a release of $2.3 million in tax reserves resulting from the positive outcome of tax uncertainties during that period. The positive impact of this release on the effective income tax rate was partially offset by the negative impact of an $0.8
million non-deductible in-process research and development charge recorded during the same period.



29



---

##### Table of Contents

We currently expect our effective income tax rate to be between 34.5% and 35.0% for the full fiscal year
2007, which compares to 32.9% for fiscal year 2006.



Net
Earnings. Net earnings for the first nine months of fiscal year 2007 reflect the impact of $7.8 million in share-based compensation expense, $6.0 million in acquisition-related intangible amortization, $3.1 million in restructuring and
other related costs and $0.5 million in amortization related to inventory written up in connection with recent acquisitions. Net earnings for the first nine months of fiscal year 2006 reflect the impact of $6.2 million in share-based compensation
expense, $6.1 million in acquisition-related intangible amortization, $3.9 million in amortization related to inventory written up in connection with recent acquisitions, $0.3 million in restructuring and other related costs and an in-process
research and development charge of $0.8 million. Excluding the impact of these items, the increase in net earnings in the first nine months of fiscal year 2007 resulted primarily from higher sales volume, improved gross profit margins and lower
selling, general and administrative expenses as a percentage of sales.



Liquidity and Capital Resources



We generated
$59.3 million of cash from operating activities in the first nine months of fiscal year 2007, compared to $34.3 million generated in the first nine months of fiscal year 2006. The increase in cash from operating activities was primarily driven by
higher net earnings in the first nine months of fiscal year 2007 compared to the first nine months of fiscal year 2006. The increase was also attributable to a relative increase of $10.3 million in cash from changes in assets and liabilities
(excluding the effect of acquisitions).



The relative increase
in cash from changes in assets and liabilities was primarily due to relative increases in cash from accrued liabilities ($11.1 million), inventories ($7.4 million) and accounts receivable ($4.5 million). The relative increase from accrued
liabilities was primarily due to an increase in customer advances in the current-year period, while the increase from inventories was primarily due to a greater increase in inventories in the prior-year period as a result of our transition to
internally sourced magnets for our MR products and the timing of new product launches. The relative increase from accounts receivable was primarily due to the timing of sales (particularly late in the nine-month period) and collections from
customers. The increase in cash inflows attributable to the foregoing factors was partially offset by relative decreases in cash from accounts payable ($6.4 million) and prepaid expenses and other current assets ($5.7 million) during the first
nine months of 2007. The relative decrease from accounts payable was primarily due to increased purchasing volume to support higher sales and the timing of vendor payments, while the relative decrease from prepaid expenses and other current assets
was primarily attributable to a reduction in deposits made for OEM magnets for our MR products due to our transition to internally sourced magnets.



We used $12.8 million of cash for investing activities in the first nine months of fiscal year 2007, compared to $85.2 million used for investing
activities in the first nine months of fiscal year 2006. The decrease in cash used for investing activities in the first nine months of fiscal year 2007 was primarily the result of lower acquisition-related payments. During the first nine months of
fiscal year 2007, acquisition-related payments totaled $5.1 million and consisted of amounts previously retained to secure sellers indemnification obligations and contingent consideration payments related to acquisitions made in prior periods.
During the first nine months of fiscal year 2006, acquisition-related payments totaled $69.9 million and included $44.1 million and $14.5 million for the acquisitions of Polymer Labs and IonSpec, respectively, and $11.3 million for contingent
consideration payments relating to acquisitions made in prior years.



We used $38.6 million of cash for financing activities in the first nine months of fiscal year 2007, compared to $19.2 million used for financing activities in the first nine months of fiscal year 2006. The increase in cash used for
financing activities was primarily due to higher expenditures to repurchase and retire common stock (such expenditures were made in both periods as a result of a continued effort to utilize excess cash to reduce the number of outstanding common
shares).



30



---

##### Table of Contents

As of June 29, 2007, we had a total of $62.2 million in uncommitted and unsecured credit facilities
for working capital purposes with interest rates to be established at the time of borrowing. No borrowings were outstanding under these credit facilities as of June 29, 2007. Of the $62.2 million in uncommitted and unsecured credit facilities,
a total of $35.5 million was limited for use by, or in favor of, certain subsidiaries at June 29, 2007, and a total of $13.0 million of this $35.5 million was being utilized in the form of bank guarantees and short-term standby letters of
credit. These guarantees and letters of credit related primarily to advance payments and deposits made to our subsidiaries by customers for which separate liabilities were recorded in our unaudited condensed consolidated financial statements at
June 29, 2007. No amounts had been drawn by beneficiaries under these or any other outstanding guarantees or letters of credit as of that date.



Long-term Debt. As of June 29, 2007, we had a $25.0 million term loan outstanding with a U.S. financial institution, compared to $27.5 million
at September 29, 2006. As of June 29, 2007, the fixed interest rate on the term loan was 6.7%. As of September 29, 2006, fixed interest rates on the term loan ranged from 6.7% to 7.2%. The weighted-average interest rate on the term
loan was 6.8% at September 29, 2006. The term loan contains certain covenants that limit future borrowings and the payment of cash dividends and require the maintenance of certain levels of working capital and operating results. We were in
compliance with all restrictive covenants of the term loan agreement at June 29, 2007.



In connection with the IonSpec acquisition, we have accrued but not yet paid a portion of the purchase price that has been retained to secure the sellers indemnification obligations. As of June 29, 2007,
retained amounts for the IonSpec acquisition totaled $0.7 million, which is due to be paid (net of any indemnification claims) in February 2008.



As of June 29, 2007, up to a maximum of $37.2 million could be payable through February 2009 under contingent consideration arrangements relating to
acquired businesses. Amounts subject to these arrangements can be earned over the respective measurement period, depending on the performance of the acquired business relative to certain financial targets.



The following table summarizes key terms of outstanding contingent
consideration arrangements as of June 29, 2007:



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



The Distribution
Agreement provides that we are responsible for certain litigation to which VAI was a party, and further provides that we will indemnify VMS and VSEA for one-third of the costs, expenses, and other liabilities relating to certain discontinued,
former, and corporate operations of VAI, including certain environmental liabilities (see Note 11 of the Notes to the Unaudited Condensed Consolidated Financial Statements).



We had no material non-cancelable commitments for capital expenditures as of June 29, 2007. In the aggregate, we
currently anticipate that our capital expenditures will be approximately 2% of sales for the full fiscal year 2007.



31



---

##### Table of Contents

In April 2007, we committed to a plan to combine and optimize the development and assembly of most of our
NMR and mass spectrometry products, to further centralize related administration and other functions and to reallocate certain resources toward more rapidly growing product lines and geographies. In connection with this plan, we expect to make
capital expenditures of up to $25 million beginning in the fourth quarter of fiscal year 2007 and continuing through the first half of fiscal year 2009. We expect that a significant portion of these expenditures will fall within our typical capital
spending pattern (of approximately 3% of sales) measured over a two-year period. We also expect to incur total restructuring and other related costs associated with this plan of between $9.5 million and $14.5 million, of which $2.9 million was
incurred in the third quarter of fiscal year 2007 and between $1.0 million and $2.0 million is expected to be recorded in the fourth quarter of fiscal year 2007. Some portion of these costs is expected to be settled through the second quarter of
fiscal year 2009, except for certain lease termination-related costs, which might be settled as late as the fourth quarter of fiscal year 2012. A total of $8.0 million to $12.5 million of these costs are expected to result in cash expenditures.



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



In January 2007, our Board of Directors approved a new stock repurchase program under which we are authorized to utilize up to $100 million to repurchase
shares of our common stock. This repurchase program is effective until December 31, 2008. During the second and third quarters of fiscal year 2007, we repurchased and retired 575,000 shares at an aggregate cost of $32.5 million. As of
June 29, 2007, we had remaining authorization to repurchase $67.5 million of our common stock under this program.



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



Contractual Obligations and Other Commercial Commitments



The following table summarizes the amount and estimated timing of future cash expenditures relating to principal payments on outstanding debt, minimum
rentals due for certain facilities and other leased assets under long-term, non-cancelable operating leases as of June 29, 2007:



|                                           |  |                                |       |              |   |        |  |      |       |      |   |            |  |   |       |  |   |       |  |   |        |  |   |       
|------------------------------------------ |  | ------------------------------ | ----- | ------------ | - | ------ |  | ---- | ----- | ---- | - | ---------- |  | - | ----- |  | - | ----- |  | - | ------ |  | - | ------
|                                           |  | ThreeMonthsEndingSept. 28,2007 |       | Fiscal Years |   | Total 
|                                           |  | 2008                           |       | 2009         |   | 2010   |  | 2011 |       | 2012 |   | Thereafter | 
|(in thousands)                             |  |                                |       |              |   |        |  |      |       |      |   |            |  |   |       |  |   |       |  |   |        |  |   |       
|Operating leases                           |  | $                              | 2,547 |              | $ | 7,059  |  | $    | 5,073 |      | $ | 3,243      |  | $ | 2,007 |  | $ | 1,853 |  | $ | 5,557  |  | $ | 27,339
|Long-term debt (including current portion) |  |                                |      |              |   | 6,250  |  |      |      |      |   | 6,250      |  |   |      |  |   | 6,250 |  |   | 6,250  |  |   | 25,000
|                                           |  |                                |       |              |   |        |  |      |       |      |   |            |  |   |       |  |   |       |  |   |        |  |   |       
|Total contractual cash obligations         |  | $                              | 2,547 |              | $ | 13,309 |  | $    | 5,073 |      | $ | 9,493      |  | $ | 2,007 |  | $ | 8,103 |  | $ | 11,807 |  | $ | 52,339
|                                           |  |                                |       |              |   |        |  |      |       |      |   |            |  |   |       |  |   |       |  |   |        |  |   |       



In addition to the
non-cancelable contractual obligations included in the above table, we had cancelable commitments to purchase certain superconducting magnets intended for use with NMR systems totaling $3.2 million, net of deposits paid, as of June 29,
2007. In the event that these commitments are canceled for reasons other than the suppliers default, we may be responsible for reimbursement of actual costs incurred by the supplier.



32



---

##### Table of Contents

As of June 29, 2007, we did not have any off-balance sheet commercial commitments that could result
in a significant cash outflow upon the occurrence of some contingent event, except for contingent payments of up to a maximum of $37.2 million related to acquisitions as discussed under Liquidity and Capital Resources above, the specific
amounts of which are not currently determinable.



Recent Accounting
Pronouncements



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



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



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



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



33



---

##### Table of Contents

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



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



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



At June 29, 2007, there were no outstanding forward contracts designated
as cash flow hedges of forecasted transactions. During the first nine months of fiscal year 2007, no foreign exchange gains or losses from cash flow hedge ineffectiveness were recognized.



Our foreign exchange forward contracts generally range from one to 12 months in original maturity. The following table
summarizes all foreign exchange forward contracts that were outstanding as of June 29, 2007:



|                  |  |                    |        |                        |   |        
|----------------- |  | ------------------ | ------ | ---------------------- | - | -------
|                  |  | NotionalValue Sold |        | NotionalValuePurchased
|(in thousands)    |  |                    |        |                        |   |        
|Euro              |  | $                  |       |                        | $ | 80,979 
|Australian dollar |  |                    |       |                        |   | 36,563 
|Canadian dollar   |  |                    | 4,858  |                        |   |       
|Japanese yen      |  |                    | 2,542  |                        |   |       
|British pound     |  |                    | 1,969  |                        |   |       
|Danish krone      |  |                    | 796    |                        |   |       
|                  |  |                    |        |                        |   |        
|                  |  | $                  | 10,165 |                        | $ | 117,542
|                  |  |                    |        |                        |   |        



Interest Rate
Risk. We have no material exposure to market risk for changes in interest rates. We invest any excess cash primarily in short-term U.S. Treasury securities and money market funds, and changes in interest rates would not be material to our
financial condition or results of operations. We enter into debt obligations principally to support general corporate purposes, including working capital requirements, capital expenditures and acquisitions. At June 29, 2007, our debt
obligations had fixed interest rates.



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



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



34



---

##### Table of Contents

Debt Obligations.



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



|                                           |  |                                |   |   |              |   |       |      |  |   |      |   |  |      |       |   |            |   |   |       |  |   |       |   |  |   |       |   |  |   |        |  
|------------------------------------------ |  | ------------------------------ | - | - | ------------ | - | ----- | ---- |  | - | ---- | - |  | ---- | ----- | - | ---------- | - | - | ----- |  | - | ----- | - |  | - | ----- | - |  | - | ------ | -
|                                           |  | ThreeMonthsEndingSept. 28,2007 |   |   | Fiscal Years |   |       |      | 
|                                           |  | 2008                           |   |   | 2009         |   |       | 2010 |  |   | 2011 |   |  | 2012 |       |   | Thereafter |   |   | Total | 
|(dollars in thousands)                     |  |                                |   |   |              |   |       |      |  |   |      |   |  |      |       |   |            |   |   |       |  |   |       |   |  |   |       |   |  |   |        |  
|Long-term debt (including current portion) |  | $                              |  |   |              | $ | 6,250 |      |  | $ |     |   |  | $    | 6,250 |   |            | $ |  |       |  | $ | 6,250 |   |  | $ | 6,250 |   |  | $ | 25,000 |  
|Average interest rate                      |  |                                |  | % |              |   | 6.7   | %    |  |   |     | % |  |      | 6.7   | % |            |   |  | %     |  |   | 6.7   | % |  |   | 6.7   | % |  |   | 6.7    | %



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



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



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



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



Disclosure Controls and Procedures. Based on the evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended (the Exchange Act)) required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, our Chief Executive Officer and the Chief Financial Officer have concluded that as of the end of the
period covered by this Quarterly Report on Form 10-Q (June 29, 2007), our disclosure controls and procedures were effective.



35



---

##### Table of Contents

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



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



36



---

##### Table of Contents

PART II



OTHER INFORMATION



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



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



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



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



|                                         |  |                   |  |                            |       |                                                                          |   |                                                                     |  |   |       
|---------------------------------------- |  | ----------------- |  | -------------------------- | ----- | ------------------------------------------------------------------------ | - | ------------------------------------------------------------------- |  | - | ------
|Fiscal Month                             |  | SharesRepurchased |  | Average Price    Per Share |       | Total Value of SharesRepurchased as Part ofPublicly AnnouncedPlan (1)(2) |   | Maximum Total Valueof Shares that May YetBe Purchased Underthe Plan
|(In thousands, except per share amounts) |  |                   |  |                            |       |                                                                          |   |                                                                     |  |   |       
|Balance  March 30, 2007                 |  |                   |  |                            |       |                                                                          |   |                                                                     |  | $ | 85,111
|March 31, 2007  April 27, 2007          |  |                  |  | $                          |      |                                                                          | $ |                                                                    |  |   | 85,111
|April 28, 2007  May 25, 2007            |  | 153               |  |                            | 58.27 |                                                                          |   | 8,892                                                               |  |   | 76,219
|May 26, 2007  June 29, 2007             |  | 151               |  |                            | 57.63 |                                                                          |   | 8,723                                                               |  | $ | 67,496
|                                         |  |                   |  |                            |       |                                                                          |   |                                                                     |  |   |       
|Total shares repurchased                 |  | 304               |  | $                          | 57.95 |                                                                          | $ | 17,615                                                              |  |   |       
|                                         |  |                   |  |                            |       |                                                                          |   |                                                                     |  |   |       

---

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

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



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



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



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



37



---

##### Table of Contents

SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



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



38