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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



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FORM 10-Q



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(Mark One)



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



For the quarterly period ended June 30, 2006



OR



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



For the transition period fromto



Commission File Number 000-25393



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VARIAN, INC.

(Exact Name of Registrant as Specified in its Charter)



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



(650)
213-8000

(Telephone Number)



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



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



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



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



The number of shares of the registrants common stock outstanding as of August 4, 2006 was 30,953,306.



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##### Table of Contents

VARIAN, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2006



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 |  | 30  
|         |  |                                                                                      
|Item 3.  |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 46  
|         |  |                                                                                      
|Item 4.  |  | Controls and Procedures                                                               |  | 48  
|         |  |                                                                                      
|PART II  |  | Other Information                                                                     |  |     
|         |  |                                                                                      
|Item 1A. |  | Risk Factors                                                                          |  | 49  
|         |  |                                                                                      
|Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 49  
|         |  |                                                                                      
|Item 6.  |  | Exhibits                                                                              |  | 49  



2



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##### Table of Contents

PART I

FINANCIAL INFORMATION



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



VARIAN, INC. AND SUBSIDIARY COMPANIES



UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF EARNINGS

(In thousands, except per share amounts)



|                                                                                      |  |                      |         |   |                   |   |         |              |  |   |             |   |  |   |         |  
|------------------------------------------------------------------------------------- |  | -------------------- | ------- | - | ----------------- | - | ------- | ------------ |  | - | ----------- | - |  | - | ------- | -
|                                                                                      |  | Fiscal Quarter Ended |         |   | Nine Months Ended |  
|                                                                                      |  | June 30,2006         |         |   | July 1,2005       |   |         | June 30,2006 |  |   | July 1,2005 |  
|Sales                                                                                 |  |                      |         |   |                   |   |         |              |  |   |             |   |  |   |         |  
|Products                                                                              |  | $                    | 179,625 |   |                   | $ | 160,082 |              |  | $ | 530,748     |   |  | $ | 495,309 |  
|Services                                                                              |  |                      | 30,120  |   |                   |   | 26,673  |              |  |   | 84,360      |   |  |   | 79,396  |  
|                                                                                      |  |                      |         |   |                   |   |         |              |  |   |             |   |  |   |         |  
|Total sales                                                                           |  |                      | 209,745 |   |                   |   | 186,755 |              |  |   | 615,108     |   |  |   | 574,705 |  
|                                                                                      |  |                      |         |   |                   |   |         |              |  |   |             |   |  |   |         |  
|Cost of sales                                                                         |  |                      |         |   |                   |   |         |              |  |   |             |   |  |   |         |  
|Products                                                                              |  |                      | 99,050  |   |                   |   | 89,441  |              |  |   | 295,918     |   |  |   | 283,569 |  
|Services                                                                              |  |                      | 16,143  |   |                   |   | 13,796  |              |  |   | 45,767      |   |  |   | 43,028  |  
|                                                                                      |  |                      |         |   |                   |   |         |              |  |   |             |   |  |   |         |  
|Total cost of sales                                                                   |  |                      | 115,193 |   |                   |   | 103,237 |              |  |   | 341,685     |   |  |   | 326,597 |  
|                                                                                      |  |                      |         |   |                   |   |         |              |  |   |             |   |  |   |         |  
|Gross profit                                                                          |  |                      | 94,552  |   |                   |   | 83,518  |              |  |   | 273,423     |   |  |   | 248,108 |  
|                                                                                      |  |                      |         |  
|Operating expenses                                                                    |  |                      |         |   |                   |   |         |              |  |   |             |   |  |   |         |  
|Selling, general and administrative                                                   |  |                      | 60,122  |   |                   |   | 57,571  |              |  |   | 178,045     |   |  |   | 167,055 |  
|Research and development                                                              |  |                      | 15,496  |   |                   |   | 14,021  |              |  |   | 44,118      |   |  |   | 41,094  |  
|Purchased in-process research and development                                         |  |                      |        |   |                   |   |        |              |  |   | 756         |   |  |   | 700     |  
|                                                                                      |  |                      |         |   |                   |   |         |              |  |   |             |   |  |   |         |  
|Total operating expenses                                                              |  |                      | 75,618  |   |                   |   | 71,592  |              |  |   | 222,919     |   |  |   | 208,849 |  
|                                                                                      |  |                      |         |   |                   |   |         |              |  |   |             |   |  |   |         |  
|Operating earnings                                                                    |  |                      | 18,934  |   |                   |   | 11,926  |              |  |   | 50,504      |   |  |   | 39,259  |  
|                                                                                      |  |                      |         |  
|Interest income (expense)                                                             |  |                      |         |   |                   |   |         |              |  |   |             |   |  |   |         |  
|Interest income                                                                       |  |                      | 827     |   |                   |   | 1,870   |              |  |   | 2,802       |   |  |   | 4,162   |  
|Interest expense                                                                      |  |                      | (534    | ) |                   |   | (542    | )            |  |   | (1,575      | ) |  |   | (1,671  | )
|                                                                                      |  |                      |         |   |                   |   |         |              |  |   |             |   |  |   |         |  
|Total interest income (expense), net                                                  |  |                      | 293     |   |                   |   | 1,328   |              |  |   | 1,227       |   |  |   | 2,491   |  
|                                                                                      |  |                      |         |   |                   |   |         |              |  |   |             |   |  |   |         |  
|Earnings from continuing operations before income taxes                               |  |                      | 19,227  |   |                   |   | 13,254  |              |  |   | 51,731      |   |  |   | 41,750  |  
|Income tax expense                                                                    |  |                      | 4,736   |   |                   |   | 2,706   |              |  |   | 16,339      |   |  |   | 9,633   |  
|                                                                                      |  |                      |         |   |                   |   |         |              |  |   |             |   |  |   |         |  
|Earnings from continuing operations                                                   |  |                      | 14,491  |   |                   |   | 10,548  |              |  |   | 35,392      |   |  |   | 32,117  |  
|                                                                                      |  |                      |         |  
|Discontinued operations (Note 5)                                                      |  |                      |         |   |                   |   |         |              |  |   |             |   |  |   |         |  
|Earnings from operations of disposed Electronics Manufacturing business, net of taxes |  |                      |        |   |                   |   | 32      |              |  |   |            |   |  |   | 5,201   |  
|Gain on sale of Electronics Manufacturing business, net of taxes                      |  |                      |        |   |                   |   | 3,964   |              |  |   |            |   |  |   | 74,049  |  
|                                                                                      |  |                      |         |   |                   |   |         |              |  |   |             |   |  |   |         |  
|Earnings from discontinued operations                                                 |  |                      |        |   |                   |   | 3,996   |              |  |   |            |   |  |   | 79,250  |  
|                                                                                      |  |                      |         |   |                   |   |         |              |  |   |             |   |  |   |         |  
|Net earnings                                                                          |  | $                    | 14,491  |   |                   | $ | 14,544  |              |  | $ | 35,392      |   |  | $ | 111,367 |  
|                                                                                      |  |                      |         |   |                   |   |         |              |  |   |             |   |  |   |         |  
|Net earnings per basic share:                                                         |  |                      |         |   |                   |   |         |              |  |   |             |   |  |   |         |  
|Continuing operations                                                                 |  | $                    | 0.47    |   |                   | $ | 0.32    |              |  | $ | 1.14        |   |  | $ | 0.93    |  
|Discontinued operations                                                               |  |                      |        |   |                   |   | 0.11    |              |  |   |            |   |  |   | 2.31    |  
|                                                                                      |  |                      |         |   |                   |   |         |              |  |   |             |   |  |   |         |  
|Net earnings                                                                          |  | $                    | 0.47    |   |                   | $ | 0.43    |              |  | $ | 1.14        |   |  | $ | 3.24    |  
|                                                                                      |  |                      |         |   |                   |   |         |              |  |   |             |   |  |   |         |  
|Net earnings per diluted share:                                                       |  |                      |         |   |                   |   |         |              |  |   |             |   |  |   |         |  
|Continuing operations                                                                 |  | $                    | 0.46    |   |                   | $ | 0.31    |              |  | $ | 1.12        |   |  | $ | 0.92    |  
|Discontinued operations                                                               |  |                      |        |   |                   |   | 0.12    |              |  |   |            |   |  |   | 2.26    |  
|                                                                                      |  |                      |         |   |                   |   |         |              |  |   |             |   |  |   |         |  
|Net earnings                                                                          |  | $                    | 0.46    |   |                   | $ | 0.43    |              |  | $ | 1.12        |   |  | $ | 3.18    |  
|                                                                                      |  |                      |         |   |                   |   |         |              |  |   |             |   |  |   |         |  
|Shares used in per share calculations:                                                |  |                      |         |   |                   |   |         |              |  |   |             |   |  |   |         |  
|Basic                                                                                 |  |                      | 30,847  |   |                   |   | 33,480  |              |  |   | 30,988      |   |  |   | 34,373  |  
|                                                                                      |  |                      |         |   |                   |   |         |              |  |   |             |   |  |   |         |  
|Diluted                                                                               |  |                      | 31,315  |   |                   |   | 34,067  |              |  |   | 31,494      |   |  |   | 35,073  |  
|                                                                                      |  |                      |         |   |                   |   |         |              |  |   |             |   |  |   |         |  



See accompanying Notes
to the Unaudited Condensed Consolidated Financial Statements.



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##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET

(In thousands, except par value amounts)



|                                                                                                                                                      |  |                     |         |                   |   |        
|----------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------- | ------- | ----------------- | - | -------
|                                                                                                                                                      |  | June 30,       2006 |         | September 30,2005
|ASSETS                                                                                                                                                |  |                     |         |                   |   |        
|                                                                                                                                                      |  |                    
|Current assets                                                                                                                                        |  |                     |         |                   |   |        
|Cash and cash equivalents                                                                                                                             |  | $                   | 124,715 |                   | $ | 188,494
|Accounts receivable, net                                                                                                                              |  |                     | 165,244 |                   |   | 154,525
|Inventories                                                                                                                                           |  |                     | 139,893 |                   |   | 114,427
|Deferred taxes                                                                                                                                        |  |                     | 25,526  |                   |   | 26,842 
|Prepaid expense and other current assets                                                                                                              |  |                     | 15,154  |                   |   | 21,744 
|                                                                                                                                                      |  |                     |         |                   |   |        
|Total current assets                                                                                                                                  |  |                     | 470,532 |                   |   | 506,032
|Property, plant and equipment, net                                                                                                                    |  |                     | 112,854 |                   |   | 102,290
|Goodwill                                                                                                                                              |  |                     | 179,818 |                   |   | 149,934
|Intangible assets, net                                                                                                                                |  |                     | 40,707  |                   |   | 28,245 
|Other assets                                                                                                                                          |  |                     | 13,354  |                   |   | 9,494  
|                                                                                                                                                      |  |                     |         |                   |   |        
|Total assets                                                                                                                                          |  | $                   | 817,265 |                   | $ | 795,995
|                                                                                                                                                      |  |                     |         |                   |   |        
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                  |  |                     |         |                   |   |        
|                                                                                                                                                      |  |                    
|Current liabilities                                                                                                                                   |  |                     |         |                   |   |        
|Current portion of long-term debt                                                                                                                     |  | $                   | 2,500   |                   | $ | 2,500  
|Accounts payable                                                                                                                                      |  |                     | 62,406  |                   |   | 61,435 
|Deferred profit                                                                                                                                       |  |                     | 11,977  |                   |   | 11,587 
|Accrued liabilities                                                                                                                                   |  |                     | 152,863 |                   |   | 165,626
|                                                                                                                                                      |  |                     |         |                   |   |        
|Total current liabilities                                                                                                                             |  |                     | 229,746 |                   |   | 241,148
|Long-term debt                                                                                                                                        |  |                     | 25,000  |                   |   | 27,500 
|Deferred taxes                                                                                                                                        |  |                     | 7,910   |                   |   | 5,888  
|Other liabilities                                                                                                                                     |  |                     | 21,704  |                   |   | 21,937 
|                                                                                                                                                      |  |                     |         |                   |   |        
|Total liabilities                                                                                                                                     |  |                     | 284,360 |                   |   | 296,473
|                                                                                                                                                      |  |                     |         |                   |   |        
|Commitments and contingencies (Notes 7, 8, 10, 11, 12, 13 and 14)                                                                                     |  |                     |         |                   |   |        
|                                                                                                                                                      |  |                    
|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30,897 shares at June 30, 2006 and 31,016
shares at September 30, 2005 |  |                     | 310,826 |                   |   | 282,923
|Retained earnings                                                                                                                                     |  |                     | 200,183 |                   |   | 202,318
|Accumulated other comprehensive income                                                                                                                |  |                     | 21,896  |                   |   | 14,281 
|                                                                                                                                                      |  |                     |         |                   |   |        
|Total stockholders equity                                                                                                                            |  |                     | 532,905 |                   |   | 499,522
|                                                                                                                                                      |  |                     |         |                   |   |        
|Total liabilities and stockholders equity                                                                                                            |  | $                   | 817,265 |                   | $ | 795,995
|                                                                                                                                                      |  |                     |         |                   |   |        



See accompanying Notes
to the Unaudited Condensed Consolidated Financial Statements.



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VARIAN, INC. AND SUBSIDIARY COMPANIES



UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands)



|                                                                                             |  |                   |         |   |              |   |          |  
|-------------------------------------------------------------------------------------------- |  | ----------------- | ------- | - | ------------ | - | -------- | -
|                                                                                             |  | Nine Months Ended |        
|                                                                                             |  | June 30,2006      |         |   | July 1, 2005 |  
|Cash flows from operating activities                                                         |  |                   |         |   |              |   |          |  
|Net earnings                                                                                 |  | $                 | 35,392  |   |              | $ | 111,367  |  
|Adjustments to reconcile net earnings to net cash provided by operating activities:          |  |                   |         |   |              |   |          |  
|Gain on sale of Electronics Manufacturing business                                           |  |                   |        |   |              |   | (74,049  | )
|Depreciation and amortization                                                                |  |                   | 19,807  |   |              |   | 20,196   |  
|Gain on disposition of property, plant and equipment                                         |  |                   | 101     |   |              |   | 117      |  
|Purchased in-process research and development                                                |  |                   | 756     |   |              |   | 700      |  
|Share-based compensation expense                                                             |  |                   | 6,232   |   |              |   | 340      |  
|Tax benefit from stock option exercises                                                      |  |                   | 5,943   |   |              |   | 7,927    |  
|Excess tax benefit from share-based compensation expense                                     |  |                   | (5,640  | ) |              |   |         |  
|Deferred taxes                                                                               |  |                   | (4,086  | ) |              |   | (7,679   | )
|Changes in assets and liabilities, excluding effects of acquisitions and divestitures:       |  |                   |         |   |              |   |          |  
|Accounts receivable, net                                                                     |  |                   | (2,245  | ) |              |   | 17,579   |  
|Inventories                                                                                  |  |                   | (17,110 | ) |              |   | 320      |  
|Prepaid expenses and other current assets                                                    |  |                   | 5,265   |   |              |   | (595     | )
|Other assets                                                                                 |  |                   | 123     |   |              |   | 911      |  
|Accounts payable                                                                             |  |                   | (93     | ) |              |   | (134     | )
|Deferred profit                                                                              |  |                   | (263    | ) |              |   | (1,376   | )
|Accrued liabilities                                                                          |  |                   | (10,814 | ) |              |   | (27,044  | )
|Other liabilities                                                                            |  |                   | 890     |   |              |   | (718     | )
|                                                                                             |  |                   |         |   |              |   |          |  
|Net cash provided by operating activities                                                    |  |                   | 34,258  |   |              |   | 47,862   |  
|                                                                                             |  |                   |         |   |              |   |          |  
|                                                                                             |  |                  
|Cash flows from investing activities                                                         |  |                   |         |   |              |   |          |  
|Proceeds from sale of property, plant and equipment                                          |  |                   | 650     |   |              |   | 495      |  
|Purchase of property, plant and equipment                                                    |  |                   | (15,926 | ) |              |   | (18,583  | )
|Purchase of businesses, net of cash acquired                                                 |  |                   | (69,915 | ) |              |   | (28,278  | )
|Private company equity investments                                                           |  |                   |        |   |              |   | (4,000   | )
|Proceeds from sale of short-term investments                                                 |  |                   |        |   |              |   | 35,000   |  
|Purchase of short-term investments                                                           |  |                   |        |   |              |   | (10,000  | )
|Proceeds from sale of Electronics Manufacturing business, net of transaction costs and taxes |  |                   |        |   |              |   | 171,987  |  
|                                                                                             |  |                   |         |   |              |   |          |  
|Net cash (used in) provided by investing activities                                          |  |                   | (85,191 | ) |              |   | 146,621  |  
|                                                                                             |  |                   |         |   |              |   |          |  
|                                                                                             |  |                  
|Cash flows from financing activities                                                         |  |                   |         |   |              |   |          |  
|Repayment of debt                                                                            |  |                   | (2,500  | ) |              |   | (7,106   | )
|Repurchase of common stock                                                                   |  |                   | (49,133 | ) |              |   | (140,374 | )
|Issuance of common stock                                                                     |  |                   | 27,332  |   |              |   | 15,517   |  
|Excess tax benefit from share-based compensation expense                                     |  |                   | 5,640   |   |              |   |         |  
|Transfers to Varian Medical Systems, Inc.                                                    |  |                   | (506    | ) |              |   | (758     | )
|                                                                                             |  |                   |         |   |              |   |          |  
|Net cash used in financing activities                                                        |  |                   | (19,167 | ) |              |   | (132,721 | )
|                                                                                             |  |                   |         |   |              |   |          |  
|Effect of exchange rate changes on cash and cash equivalents                                 |  |                   | 6,321   |   |              |   | (2,540   | )
|                                                                                             |  |                   |         |   |              |   |          |  
|Net (decrease) increase in cash and cash equivalents                                         |  |                   | (63,779 | ) |              |   | 59,222   |  
|Cash and cash equivalents at beginning of period                                             |  |                   | 188,494 |   |              |   | 159,982  |  
|                                                                                             |  |                   |         |   |              |   |          |  
|Cash and cash equivalents at end of period                                                   |  | $                 | 124,715 |   |              | $ | 219,204  |  
|                                                                                             |  |                   |         |   |              |   |          |  



See accompanying Notes
to the Unaudited Condensed Consolidated Financial Statements.



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VARIAN, INC. AND SUBSIDIARY COMPANIES



NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Note 1.    Unaudited Interim Condensed Consolidated Financial Statements



These unaudited interim condensed consolidated financial statements of Varian, Inc. and its subsidiary companies (collectively, the Company)
have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with
accounting principles generally accepted in the United States (U.S. GAAP) have been condensed or omitted pursuant to such rules and regulations. The September 30, 2005 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 30, 2005 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 30, 2006 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.



As described more fully in Note 5, the Company sold its Electronics
Manufacturing business during the second quarter of fiscal year 2005. In connection with the sale, the Company determined that this business should be accounted for as discontinued operations under U.S. GAAP. Consequently, the results of operations
of the Electronics Manufacturing business have been excluded from the Companys results from continuing operations for all periods presented and have instead been presented on a discontinued operations basis.



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 2006 will comprise the 52-week period ending September 29, 2006, and fiscal year 2005 was comprised of the 52-week period ended September 30, 2005. The
fiscal quarters and nine months ended June 30, 2006 and July 1, 2005 each comprised 13 weeks and 39 weeks, respectively.



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##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



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



Intangible Assets. In order to conform to the current-year presentation, cost of sales for the
fiscal quarter and nine months ended July 1, 2005 have been revised to include amortization expense relating to certain acquisition-related intangible assets (acquired patents and core technology and existing technology) that had previously
been included in selling, general and administrative expenses. Amortization expense relating to these intangible assets was $1.6 million and $3.6 million in the fiscal quarter and nine months ended June 30, 2006, respectively, and $1.0 million
and $2.9 million in the fiscal quarter and nine months ended July 1, 2005, respectively.



Stockholders Equity. In order to conform to the current-year presentation, the balances of common stock and retained earnings as of September 30, 2005 have been revised to include a portion of the
cost of common stock repurchased and retired prior to that date as a reduction of retained earnings. Previously, the entire cost of repurchased and retired common stock had been recorded as a reduction in the carrying value of common stock. This
revision, which increased common stock and decreased retained earnings by $176.7 million as of September 30, 2005, had no impact on the Companys results of operations, total stockholders equity or cash flows.



Comprehensive Income (Loss). A summary of the components of the
Companys comprehensive income (loss) follows:



|                                                                                               |  |                      |        |             |                   |         |              |  |              |        |  |   |         |  
|---------------------------------------------------------------------------------------------- |  | -------------------- | ------ | ----------- | ----------------- | ------- | ------------ |  | ------------ | ------ |  | - | ------- | -
|                                                                                               |  | Fiscal Quarter Ended |        |             | Nine Months Ended |        
|                                                                                               |  | June 30,2006         |        | July 1,2005 |                   |         | June 30,2006 |  | July 1, 2005 |       
|(in thousands)                                                                                 |  |                      |        |             |                   |         |              |  |              |        |  |   |         |  
|Net earnings                                                                                   |  | $                    | 14,491 |             | $                 | 14,544  |              |  | $            | 35,392 |  | $ | 111,367 |  
|Other comprehensive income (loss):                                                             |  |                      |        |             |                   |         |              |  |              |        |  |   |         |  
|Currency translation adjustment                                                                |  |                      | 12,032 |             |                   | (14,648 | )            |  |              | 7,615  |  |   | (1,661  | )
|Minimum pension liability adjustment, net of tax of $478 in the nine months ended July 1, 2005 |  |                      |       |             |                   |        |              |  |              |       |  |   | 1,116   |  
|                                                                                               |  |                      |        |             |                   |         |              |  |              |        |  |   |         |  
|Total other comprehensive income (loss)                                                        |  |                      | 12,032 |             |                   | (14,648 | )            |  |              | 7,615  |  |   | (545    | )
|                                                                                               |  |                      |        |             |                   |         |              |  |              |        |  |   |         |  
|Total comprehensive income (loss)                                                              |  | $                    | 26,523 |             | $                 | (104    | )            |  | $            | 43,007 |  | $ | 110,822 |  
|                                                                                               |  |                      |        |             |                   |         |              |  |              |        |  |   |         |  



Share-Based
Compensation. Effective October 1, 2005, the Company adopted the provisions of Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards No. (SFAS) 123(R), Share-Based
Payment, which establishes the accounting for share-based awards and the inclusion of their fair value in net earnings in the respective periods the awards were earned. Prior to adoption of SFAS 123(R), the Company applied the intrinsic value
method as prescribed by Accounting Principles Board Opinion No. (APB) 25, Accounting for Stock Issued to Employees, and related interpretations in accounting for its employee stock compensation plans and provided the required pro
forma disclosures of SFAS 123, Accounting for Stock-Based Compensation, as amended by SFAS 148,Accounting for Stock-Based CompensationTransition and Disclosurean amendment of FASB Statement No. 123.



7



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##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



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



The following table provides the earnings and earnings per share from continuing operations for the
fiscal quarter and nine months ended July 1, 2005, as if the Company had elected to recognize compensation cost based on the fair value of options granted under its Omnibus Stock Plan (OSP) and shares issued under its Employee Stock
Purchase Plan (ESPP) as prescribed by SFAS 123:



|                                                                                                                                            |  |                                |        |   |                             |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | ------ | - | --------------------------- | - | ------ | -
|                                                                                                                                            |  | Fiscal QuarterEndedJuly 1,2005 |        |   | Nine MonthsEndedJuly 1,2005 |  
|(in thousands, except per share amounts)                                                                                                    |  |                                |        |   |                             |   |        |  
|Earnings from continuing operations:                                                                                                        |  |                                |        |   |                             |   |        |  
|As reported                                                                                                                                 |  | $                              | 10,548 |   |                             | $ | 32,117 |  
|Add: Share-based compensation expense included in reported earnings, net of related tax effects                                             |  |                                | 46     |   |                             |   | 210    |  
|Deduct: Total share-based employee compensation expense determined under fair value-based method for all awards, net of related tax
effects |  |                                | (1,183 | ) |                             |   | (4,081 | )
|                                                                                                                                            |  |                                |        |   |                             |   |        |  
|Pro forma                                                                                                                                   |  | $                              | 9,411  |   |                             | $ | 28,246 |  
|                                                                                                                                            |  |                                |        |   |                             |   |        |  
|Earnings per share from continuing operations:                                                                                              |  |                                |        |   |                             |   |        |  
|Basic  as reported                                                                                                                         |  | $                              | 0.32   |   |                             | $ | 0.93   |  
|                                                                                                                                            |  |                                |        |   |                             |   |        |  
|Basic  pro forma                                                                                                                           |  | $                              | 0.28   |   |                             | $ | 0.82   |  
|                                                                                                                                            |  |                                |        |   |                             |   |        |  
|Diluted  as reported                                                                                                                       |  | $                              | 0.31   |   |                             | $ | 0.92   |  
|                                                                                                                                            |  |                                |        |   |                             |   |        |  
|Diluted  pro forma                                                                                                                         |  | $                              | 0.28   |   |                             | $ | 0.81   |  
|                                                                                                                                            |  |                                |        |   |                             |   |        |  



8



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##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



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



Note 4.    Share-Based Compensation



Effective October 1, 2005, the Company elected to adopt SFAS 123(R)
using the modified prospective application method. Accordingly, during the fiscal quarter and nine months ended June 30, 2006, the Company recorded share-based compensation cost that would have been recognized had the fair value method been
applied since the effective date of SFAS 123,but prior-year periods have not been restated. The effect of adopting SFAS 123 (R) on net earnings, net earnings per share and cash flows from operating activities and financing activities
for the fiscal quarter and nine months ended June 30, 2006 was as follows:



|                                                                        |  |                                 |        |      |                              |   |        |     
|----------------------------------------------------------------------- |  | ------------------------------- | ------ | ---- | ---------------------------- | - | ------ | ----
|                                                                        |  | Fiscal QuarterEndedJune 30,2006 |        |      | Nine MonthsEndedJune 30,2006 |  
|(in thousands, except per share amounts)                                |  |                                 |        |      |                              |   |        |     
|Share-based compensation expense by award type:                         |  |                                 |        |      |                              |   |        |     
|Employee and non-employee director stock options                        |  | $                               | (1,337 | )    |                              | $ | (4,872 | )   
|Employee stock purchase plan                                            |  |                                 | (301   | )    |                              |   | (738   | )   
|Restricted (nonvested) stock                                            |  |                                 | (172   | )(1) |                              |   | (472   | )(1)
|Non-employee director stock units                                       |  |                                 |       |      |                              |   | (150   | )(1)
|                                                                        |  |                                 |        |      |                              |   |        |     
|Total share-based compensation                                          |  |                                 | (1,810 | )    |                              |   | (6,232 | )   
|Tax effect on share-based compensation                                  |  |                                 | 661    |      |                              |   | 2,233  |     
|                                                                        |  |                                 |        |      |                              |   |        |     
|Effect on net earnings                                                  |  | $                               | (1,149 | )    |                              | $ | (3,999 | )   
|                                                                        |  |                                 |        |      |                              |   |        |     
|Effect on net earnings per share:                                       |  |                                 |        |      |                              |   |        |     
|Basic                                                                   |  | $                               | (0.04  | )    |                              | $ | (0.13  | )   
|                                                                        |  |                                 |        |      |                              |   |        |     
|Diluted                                                                 |  | $                               | (0.04  | )    |                              | $ | (0.13  | )   
|                                                                        |  |                                 |        |      |                              |   |        |     
|Effect of excess tax benefits from share-based compensation expense on: |  |                                 |        |      |                              |   |        |     
|Cash flows from operating activities                                    |  | $                               | (2,455 | )    |                              | $ | (5,640 | )   
|                                                                        |  |                                 |        |      |                              |   |        |     
|Cash flows from financing activities                                    |  | $                               | 2,455  |      |                              | $ | 5,640  |     
|                                                                        |  |                                 |        |      |                              |   |        |     

| | 
| | 

| | (1) | This expense would also have been recorded under the provisions of APB 25.
| | --- | --------------------------------------------------------------------------



As of October 1, 2005, the Company had an unrecorded deferred share-based compensation balance related to stock options of $6.7 million after
estimated forfeitures. In the Companys pro forma disclosures prior to the adoption of SFAS 123(R), the Company accounted for forfeitures upon occurrence. SFAS 123(R) requires forfeitures to be estimated at the time of grant and
revised if necessary in subsequent periods if actual forfeitures differ from those estimates.



During the nine months ended June 30, 2006, the Company granted 532,950 stock options with a weighted-average grant-date fair value of $13.69. The total grant-date fair value of these options after estimated
forfeitures was $6.2 million.



As of June 30, 2006, the
unrecorded deferred share-based compensation balance related to stock options was $8.2 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.



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##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



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



Share-based compensation expenses recorded during the fiscal quarter and nine months ended
June 30, 2006 have been included in the Companys unaudited condensed consolidated statement of earnings as follows:



|                                    |  |                                 |        |   |                              |   |        |  
|----------------------------------- |  | ------------------------------- | ------ | - | ---------------------------- | - | ------ | -
|                                    |  | Fiscal QuarterEndedJune 30,2006 |        |   | Nine MonthsEndedJune 30,2006 |  
|(in thousands)                      |  |                                 |        |   |                              |   |        |  
|Cost of sales                       |  | $                               | (101   | ) |                              | $ | (299   | )
|Selling, general and administrative |  |                                 | (1,567 | ) |                              |   | (5,530 | )
|Research and development            |  |                                 | (142   | ) |                              |   | (403   | )
|                                    |  |                                 |        |   |                              |   |        |  
|Total                               |  | $                               | (1,810 | ) |                              | $ | (6,232 | )
|                                    |  |                                 |        |   |                              |   |        |  



Capitalizable
share-based compensation expense relating to inventory or deferred cost of sales (a component of deferred profit) was not significant at June 30, 2006.



Valuation Assumptions



The Company estimates the fair value of employee stock options granted under the OSP and shares issued under the ESPP using a Black-Scholes option-pricing
model, consistent with the provisions of SFAS 123(R), SEC Staff Accounting Bulletin No. (SAB) 107, Share-Based Payment, and the Companys prior-period pro forma disclosures of net earnings, including share-based
compensation (determined under a fair value method as prescribed by SFAS 123). The fair value of each option grant and each share issuance under the ESPP were estimated on the date of grant using the Black-Scholes model using the following
weighted-average assumptions:



|                                                  |  |                      |     |  |                   |   |  |              |   |  |             |  
|------------------------------------------------- |  | -------------------- | --- |  | ----------------- | - |  | ------------ | - |  | ----------- | -
|                                                  |  | Fiscal Quarter Ended |     |  | Nine Months Ended |  
|                                                  |  | June 30,2006         |     |  | July 1,2005       |   |  | June 30,2006 |   |  | July 1,2005 |  
|Employee and non-employee director stock options: |  |                      |     |  |                   |   |  |              |   |  |             |  
|Expected dividend yield                           |  | N/A                  | (1) |  | 0.0               | % |  | 0.0          | % |  | 0.0         | %
|Risk-free interest rate                           |  | N/A                  | (1) |  | 3.6               | % |  | 4.5          | % |  | 3.6         | %
|Expected price volatility                         |  | N/A                  | (1) |  | 40                | % |  | 30           | % |  | 40          | %
|Expected life (in years)                          |  | N/A                  | (1) |  | 4.1               |   |  | 4.5          |   |  | 4.1         |  
|                                                  |  |                      |     | 
|Employee stock purchases:                         |  |                      |     |  |                   |   |  |              |   |  |             |  
|Expected dividend yield                           |  | 0.0                  | %   |  | 0.0               | % |  | 0.0          | % |  | 0.0         | %
|Risk-free interest rate                           |  | 4.8                  | %   |  | 3.1               | % |  | 4.4          | % |  | 2.5         | %
|Expected price volatility                         |  | 30                   | %   |  | 40                | % |  | 30           | % |  | 40          | %
|Expected life (in years)                          |  | 0.3                  |     |  | 0.4               |   |  | 0.3          |   |  | 0.4         |  

| | 
| | 

| | (1) | The Company did not grant any stock options during the fiscal quarter ended June 30, 2006.
| | --- | ------------------------------------------------------------------------------------------



Option-pricing models require the input of highly subjective assumptions, including the options expected life and the
expected price volatility of the underlying stock. The expected stock price volatility assumption was determined using a combination of historical and implied volatility of the Companys common stock, with implied volatility based on the
implied volatility of publicly traded options on the Companys common stock. Prior to the adoption of SFAS 123(R), the Company used only historical volatility in deriving its expected volatility assumption. The Company believes that
using a combination of historical and implied volatility is more reflective of current market conditions and a better indicator of expected future volatility.



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##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



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



Omnibus Stock Plan



Effective April 2, 1999, the Company adopted the OSP under which shares of common stock can be issued to officers,
directors and employees. The maximum number of shares of the Companys common stock available for awards under the OSP was initially 4,200,000 plus 4,512,000 shares granted in substitution for other options in connection with the Distribution
(described in Note 2). During fiscal year 2002, the Companys stockholders approved an amendment of the OSP to increase the number of shares of common stock reserved for issuance under the OSP by 1,000,000. During fiscal year 2005, the
Companys stockholders approved an amendment of the OSP to increase the number of shares of common stock reserved for issuance under the OSP by an additional 5,000,000.



The OSP is administered by the Compensation Committee of the Companys Board of Directors. The exercise price for stock
options granted under the OSP may not be less than 100% of the fair market value at the date of the grant. Options granted are exercisable at the times and on the terms established by the Compensation Committee, but not later than ten years after
the date of grant. Options granted generally become exercisable in cumulative installments of one-third each year commencing one year following the date of grant.



At June 30, 2006, options with respect to 4,852,000 shares were available for grant under the OSP.



Option Activity Under the OSP



|                                  |  |                |   |  |                               |      
|--------------------------------- |  | -------------- | - |  | ----------------------------- | -----
|                                  |  | Shares         |   |  | Weighted-AverageExercisePrice
|                                  |  | (in thousands) |   |  |                              
|Outstanding at October 3, 2003    |  | 4,429          |   |  | $                             | 20.65
|Granted                           |  | 567            |   |  | $                             | 38.76
|Exercised                         |  | (1,310         | ) |  | $                             | 14.46
|Cancelled or expired              |  | (46            | ) |  | $                             | 33.10
|                                  |  |                |   |  |                               |      
|Outstanding at October 1, 2004    |  | 3,640          |   |  | $                             | 25.54
|Granted                           |  | 512            |   |  | $                             | 36.66
|Exercised                         |  | (806           | ) |  | $                             | 18.01
|Cancelled or expired              |  | (100           | ) |  | $                             | 37.21
|                                  |  |                |   |  |                               |      
|Outstanding at September 30, 2005 |  | 3,246          |   |  | $                             | 28.80
|Granted                           |  | 533            |   |  | $                             | 41.82
|Exercised                         |  | (962           | ) |  | $                             | 25.48
|Cancelled or expired              |  | (59            | ) |  | $                             | 38.95
|                                  |  |                |   |  |                               |      
|Outstanding at June 30, 2006      |  | 2,758          |   |  | $                             | 32.26
|                                  |  |                |   |  |                               |      



The intrinsic value
(defined as the difference between the exercise price and the market value) of options exercised during the nine months ended June 30, 2006 was $15.4 million.



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##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



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



Outstanding and Exercisable Options at June 30, 2006



|                             |  |                     |  |                                           |  |                                |       |                |       |                                |   |      
|---------------------------- |  | ------------------- |  | ----------------------------------------- |  | ------------------------------ | ----- | -------------- | ----- | ------------------------------ | - | -----
|                             |  | Options Outstanding |  | Options Exercisable                      
|Range of Exercise     Prices |  | Shares              |  | Weighted-AverageRemainingContractual Life |  | Weighted-AverageExercise Price |       | Shares         |       | Weighted-AverageExercise Price
|                             |  | (in thousands)      |  | (in years)                                |  |                                |       | (in thousands) |       |                               
|$8.25$11.84                 |  | 317                 |  | 2.6                                       |  | $                              | 9.63  |                | 317   |                                | $ | 9.63 
|$11.85$27.57                |  | 375                 |  | 4.0                                       |  | $                              | 22.58 |                | 375   |                                | $ | 22.58
|$27.58$35.50                |  | 601                 |  | 5.4                                       |  | $                              | 32.93 |                | 590   |                                | $ | 32.92
|$35.51$54.94                |  | 1,465               |  | 6.5                                       |  | $                              | 39.35 |                | 583   |                                | $ | 38.53
|                             |  |                     |  |                                           |  |                                |       |                |       |                                |   |      
|Total                        |  | 2,758               |  | 5.5                                       |  | $                              | 32.26 |                | 1,865 |                                | $ | 28.64
|                             |  |                     |  |                                           |  |                                |       |                |       |                                |   |      



Restricted
(Nonvested) Stock.In November 2005 and November 2004, the Company granted under the OSP 27,500 shares and 24,850 shares, respectively, of restricted (nonvested) common stock to its executive officers. These shares, which were issued upon grant,
remain restricted for a period of three years from the grant date and vest only if the employee is still actively employed by the Company on the vesting date. The restricted stock granted during the first quarters of fiscal year 2006 and 2005 had an
aggregate value of $1.2 million and $0.9 million, respectively, representing the fair market value of the restricted shares on their grant dates. These amounts are being recognized by the Company as share-based compensation expense ratably over
their respective three-year vesting periods. During the fiscal quarter and nine months ended June 30, 2006, the Company recognized $172,000 and $472,000, respectively, in share-based compensation expense relating to restricted stock grants.
During the fiscal quarter and nine months ended July 1, 2005, the Company recognized $75,000 and $190,000, respectively, in share-based compensation expense relating to restricted stock grants.



The following table summarizes restricted stock activity for the periods
indicated:



|                                               |  |                |  |                                      |      
|---------------------------------------------- |  | -------------- |  | ------------------------------------ | -----
|                                               |  | Shares         |  | Weighted-AverageGrant DateFair Value
|                                               |  | (in thousands) |  |                                     
|Outstanding and unvested at October 1, 2004    |  |               |  |                                      |     
|Granted                                        |  | 25             |  | $                                    | 36.18
|                                               |  |                |  |                                      |      
|Outstanding and unvested at September 30, 2005 |  | 25             |  | $                                    | 36.18
|Granted                                        |  | 27             |  | $                                    | 42.51
|                                               |  |                |  |                                      |      
|Outstanding and unvested at June 30, 2006      |  | 52             |  | $                                    | 39.51
|                                               |  |                |  |                                      |      



As of June 30,
2006, there was $1.3 million of total unrecognized compensation expense related to restricted share-based compensation arrangements granted under the OSP. This expense is expected to be recognized over a weighted-average period of 1.9 years.



12



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##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



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



Non-Employee Director Stock Units. Under the terms of the OSP, on the first business day
following each annual meeting of the Companys stockholders, each person then serving as a non-employee director is automatically granted stock units having an initial value of $25,000, which vest upon the directors termination of service
as a director and are paid out as soon as possible thereafter. Under the terms of the Stock Unit Agreement, the stock units will be paid out in shares. Each non-employee director who holds stock units will not have rights as a stockholder with
respect to the shares issuable under those stock units 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 30, 2006 and July 1, 2005, the Company granted stock units with an aggregate value of $150,000 to the non-employee members of its Board of Directors (of which there were six) and recognized the total value of
$150,000 as stock-based compensation expense in each of those respective periods.



Employee Stock Purchase Plan.During fiscal year 2000, the Companys Board of Directors approved the ESPP for which the Company set aside 1,200,000 shares of common stock for issuance. In February 2003,
the Companys stockholders approved the ESPP. Under the ESPP, eligible Company employees may set aside, through payroll deductions, between 1% and 10% of eligible compensation for purchases of the Companys common stock. The
participants purchase price is the lower of 85% of the stocks market value on the enrollment date or 85% of the stocks market value on the purchase date. Initially, enrollment dates occurred every six months and purchase dates
occurred each quarter. Beginning in October 2005, the Company reduced the length of each offering period under its ESPP from six months to three months.



During the nine months ended June 30, 2006 and July 1, 2005, employees purchased approximately 92,000 shares for $2.8 million and 94,000 shares
for $3.0 million, respectively. As of June 30, 2006, a total of approximately 387,000 shares remained available for issuance under the ESPP.



Note 5.    Sale of Electronics Manufacturing Business and Discontinued Operations



In February 2005, the Company and Jabil Circuit, Inc. (Jabil)
entered into an Asset Purchase Agreement (the Purchase Agreement) providing for the sale of substantially all of the assets and liabilities of the Companys Electronics Manufacturing segment (the Electronics Manufacturing
Business) to Jabil for $195.0 million in cash, subject to a post-closing working capital adjustment, which was subsequently settled during the third quarter of fiscal year 2005 and resulted in the receipt of $6.6 million in additional purchase
price by the Company. In March 2005, the Company completed the sale of the Electronics Manufacturing Business (the Closing) and transferred substantially all of the assets and certain liabilities and obligations of the Electronics
Manufacturing Business to Jabil. In addition, effective as of the Closing, the Company and Jabil entered into a four-year Supply Agreement pursuant to which Jabil will continue to supply certain products to the Company that were manufactured by the
Electronics Manufacturing Business for the Company as of the Closing.



The Company determined that the disposed Electronics Manufacturing Business should be accounted for as discontinued operations in accordance with SFAS 144, Accounting for the Disposal of or Impairment of Long-Lived Assets, and
Emerging Issues Task Force (EITF) Issue No. 03-13, Applying the Conditions in Paragraph 42 of SFAS 144 in Determining Whether to Report Discontinued Operations. Consequently, the results of operations of the Electronics
Manufacturing Business have been excluded from the Companys results from continuing operations for all periods presented and have instead been presented on a discontinued operations basis.



13



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##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



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



Sales by the disposed Electronics Manufacturing Business and the components of earnings from
discontinued operations for the fiscal quarters and nine months ended June 30, 2006 and July 1, 2005 are presented below:



|                                                                                                                                                              |  |                      |   |             |                   |       |              |  |             |   |  |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------- | - | ----------- | ----------------- | ----- | ------------ |  | ----------- | - |  | - | ------ | -
|                                                                                                                                                              |  | Fiscal Quarter Ended |   |             | Nine Months Ended |      
|                                                                                                                                                              |  | June 30,2006         |   | July 1,2005 |                   |       | June 30,2006 |  | July 1,2005 |  
|(in thousands)                                                                                                                                                |  |                      |   |             |                   |       |              |  |             |   |  |   |        |  
|Sales                                                                                                                                                         |  | $                    |  |             | $                 |      |              |  | $           |  |  | $ | 80,245 |  
|                                                                                                                                                              |  |                      |   |             |                   |       |              |  |             |   |  |   |        |  
|Earnings from operations of disposed Electronics Manufacturing Business                                                                                       |  | $                    |  |             | $                 | 52    |              |  | $           |  |  | $ | 8,389  |  
|Income tax expense                                                                                                                                            |  |                      |  |             |                   | (20   | )            |  |             |  |  |   | (3,188 | )
|                                                                                                                                                              |  |                      |   |             |                   |       |              |  |             |   |  |   |        |  
|Earnings from operations of disposed Electronics Manufacturing Business, net of taxes                                                                         |  |                      |  |             |                   | 32    |              |  |             |  |  |   | 5,201  |  
|Gain on sale of Electronics Manufacturing Business, net of taxes of $2,430 and $45,385 in the fiscal quarter and nine months ended
July 1, 2005, respectively |  |                      |  |             |                   | 3,964 |              |  |             |  |  |   | 74,049 |  
|                                                                                                                                                              |  |                      |   |             |                   |       |              |  |             |   |  |   |        |  
|Earnings from discontinued operations                                                                                                                         |  | $                    |  |             | $                 | 3,996 |              |  | $           |  |  | $ | 79,250 |  
|                                                                                                                                                              |  |                      |   |             |                   |       |              |  |             |   |  |   |        |  



The following table
presents the calculation of the gain on the sale of the Electronics Manufacturing Business recorded by the Company during the fiscal quarter and nine months ended July 1, 2005:



|                                 |  |                                 |        |   |                              |   |         |  
|-------------------------------- |  | ------------------------------- | ------ | - | ---------------------------- | - | ------- | -
|                                 |  | Fiscal QuarterEndedJuly 1, 2005 |        |   | Nine MonthsEndedJuly 1, 2005 |  
|(in thousands)                   |  |                                 |        |   |                              |   |         |  
|Proceeds from sale               |  | $                               | 6,560  |   |                              | $ | 201,560 |  
|Transaction costs                |  |                                 | (166   | ) |                              |   | (5,220  | )
|                                 |  |                                 |        |   |                              |   |         |  
|Net proceeds                     |  |                                 | 6,394  |   |                              |   | 196,340 |  
|Net assets sold                  |  |                                 |       |   |                              |   | (76,906 | )
|                                 |  |                                 |        |   |                              |   |         |  
|Gain on sale before income taxes |  |                                 | 6,394  |   |                              |   | 119,434 |  
|Income tax expense               |  |                                 | (2,430 | ) |                              |   | (45,385 | )
|                                 |  |                                 |        |   |                              |   |         |  
|Gain on sale, net of taxes       |  | $                               | 3,964  |   |                              | $ | 74,049  |  
|                                 |  |                                 |        |   |                              |   |         |  



Note
6.    Balance Sheet Detail



|                        |  |              |         |                   |   |        
|----------------------- |  | ------------ | ------- | ----------------- | - | -------
|                        |  | June 30,2006 |         | September 30,2005
|(In thousands)          |  |              |         |                   |   |        
|Inventories             |  |              |         |                   |   |        
|Raw materials and parts |  | $            | 64,779  |                   | $ | 53,625 
|Work in process         |  |              | 23,892  |                   |   | 17,618 
|Finished goods          |  |              | 51,222  |                   |   | 43,184 
|                        |  |              |         |                   |   |        
|                        |  | $            | 139,893 |                   | $ | 114,427
|                        |  |              |         |                   |   |        



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VARIAN, INC. AND SUBSIDIARY COMPANIES



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



Note 7.    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 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 30, 2006, net foreign currency losses relating to these
arrangements were $0.6 million and $0.8 million, respectively. During the fiscal quarter and nine months ended July 1, 2005, 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 30, 2006, 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 30, 2006 and July 1, 2005, no foreign
exchange gains or losses from hedge ineffectiveness were recognized.



The Companys foreign exchange forward contracts generally range from one to 12 months in original maturity. A summary of all foreign exchange forward contracts that were outstanding as of June 30, 2006 follows:



|                  |  |                   |        |                        |   |       
|----------------- |  | ----------------- | ------ | ---------------------- | - | ------
|                  |  | NotionalValueSold |        | NotionalValuePurchased
|(in thousands)    |  |                   |        |                        |   |       
|Euro              |  | $                 |       |                        | $ | 55,895
|Australian dollar |  |                   |       |                        |   | 30,824
|British pound     |  |                   | 25,947 |                        |   |      
|Japanese yen      |  |                   | 6,691  |                        |   |      
|Canadian dollar   |  |                   | 6,469  |                        |   |      
|Swiss franc       |  |                   |       |                        |   | 1,619 
|Danish krona      |  |                   | 1,396  |                        |   |      
|                  |  |                   |        |                        |   |       
|                  |  | $                 | 40,503 |                        | $ | 88,338
|                  |  |                   |        |                        |   |       



Note
8.    Acquisitions



IonSpec
Corporation. In February 2006, the Company acquired IonSpec Corporation (IonSpec) for $15.9 million in cash and assumed debt. Under the terms of the acquisition, the Company may become obligated to make additional purchase price
payments of up to $14.0 million over a three-year period, depending on the performance of the IonSpec business relative to certain financial targets. IonSpec designs, develops, manufactures, markets, sells and services fourier-transform mass
spectrometry products for life science applications. IonSpec became part of the Scientific Instruments segment.



Of the total purchase price of $15.9 million, $14.5 million (including $1.9 million to pay down assumed debt) was paid at the closing of the acquisition.
The remaining $1.4 million was retained by the Company and will be settled (net of any indemnification claims) in two equal installments in February 2007 and February 2008.



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VARIAN, INC. AND SUBSIDIARY COMPANIES



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



The Company has allocated the purchase price paid for the IonSpec acquisition to the estimated fair
value of assets acquired and liabilities assumed as follows:



|                              |  |                 |      |  
|----------------------------- |  | --------------- | ---- | -
|                              |  | AmountAllocated |     
|(in millions)                 |  |                 |      |  
|Accounts receivable           |  | $               | 1.3  |  
|Inventories                   |  |                 | 2.5  |  
|Deferred tax assets           |  |                 | 0.5  |  
|Property, plant and equipment |  |                 | 4.1  |  
|Goodwill                      |  |                 | 2.1  |  
|Identified intangible assets  |  |                 | 8.1  |  
|                              |  |                 |      |  
|Total assets acquired         |  |                 | 18.6 |  
|Liabilities assumed           |  |                 | (2.7 | )
|                              |  |                 |      |  
|Total consideration           |  | $               | 15.9 |  
|                              |  |                 |      |  



The amounts allocated
to identified intangible assets are based upon an analysis, which was finalized in the third quarter of fiscal 2006 and resulted in an adjustment to increase the identified intangible assets by approximately $2.5 million. The analysis utilized the
income approach and the royalty savings approach to determine the fair value of significant identified intangible assets acquired in the transaction. The identified intangible assets are being amortized using the straight-line method over their
respective estimated useful lives (weighted average of 9.1 years). No new products were in the research and development stage at the time of the acquisition and as such no amounts were allocated to in-process research and development. A
risk-adjusted discount rate of 21.5% was applied to cash flow projections to determine the present value of the different intangible assets.



PL International Limited. In November 2005, the Company acquired PL International Limited (Polymer Labs) for $44.3 million in cash (net
of acquired cash). Under the terms of the acquisition, the Company may become obligated to make additional purchase price payments of up to $23.0 million over a three-year period, depending on the performance of the Polymer Labs business relative to
certain financial targets. Polymer Labs designs, develops, manufactures, markets, sells and services consumable products and instrumentation for advanced polymer analysis, including columns, standards and specialist chromatography systems dedicated
to gel permeation chromatography (GPC) analysis, and systems for process monitoring of polymeric materials. Polymer Labs became part of the Scientific Instruments segment.



Of the total purchase price of $44.3 million, the Company paid $41.6 million at the closing of the acquisition and $1.7
million in the second quarter of fiscal year 2006 to settle a net asset adjustment based on Polymer Labs balance sheet as of the date of completion of the acquisition. The remaining $1.0 million relates to transaction costs.



Of the $41.6 million paid at the closing of the acquisition, a total of $2.0
million is being held in escrow and will be released to the sellers (net of any indemnification claims) in January 2007.



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VARIAN, INC. AND SUBSIDIARY COMPANIES



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



The Company has allocated the purchase price paid for the Polymer Labs acquisition to the estimated
fair value of assets acquired and liabilities assumed as follows:



|                                              |  |                 |      |  
|--------------------------------------------- |  | --------------- | ---- | -
|                                              |  | AmountAllocated |     
|(in millions)                                 |  |                 |      |  
|Accounts receivable                           |  | $               | 4.1  |  
|Inventories                                   |  |                 | 4.7  |  
|Deferred tax assets                           |  |                 | (0.6 | )
|Property, plant and equipment                 |  |                 | 3.9  |  
|Goodwill                                      |  |                 | 24.8 |  
|Identified intangible assets                  |  |                 | 10.7 |  
|                                              |  |                 |      |  
|Total assets acquired                         |  |                 | 47.6 |  
|Liabilities assumed                           |  |                 | (4.1 | )
|                                              |  |                 |      |  
|Net assets acquired                           |  |                 | 43.5 |  
|Purchased in-process research and development |  |                 | 0.8  |  
|                                              |  |                 |      |  
|Total consideration                           |  | $               | 44.3 |  
|                                              |  |                 |      |  



The amounts allocated
to identified intangible assets are based upon an analysis which utilized the income approach and the royalty savings approach to determine the fair value of significant identified intangible assets acquired in the transaction. The identified
intangible assets are being amortized using the straight-line method over their respective estimated useful lives (weighted average of 4.8 years). The amount allocated to in-process research and development (which was immediately expensed) related
to new products that were in the research and development stage at the time of the acquisition. A risk-adjusted discount rate of 14.5% was applied to cash flow projections to determine the present value of the different intangible assets including
the in-process research and development.



Both the IonSpec and
Polymer Labs acquisitions were accounted for using the purchase method of accounting. Accordingly, the unaudited condensed consolidated statement of earnings for the third quarter and first nine months of fiscal year 2006 include the results of
operations of IonSpec and Polymer Labs since the completion dates of their respective purchases. Proforma sales, earnings from operations, net earnings and net earnings per share have not been presented because the effects of these acquisitions were
not material.



Magnex Scientific Limited. In connection
with the acquisition of Magnex Scientific Limited (Magnex) in November 2004, the Company accrued but did not pay $6.0 million of the purchase price, such amount having been retained to secure the sellers indemnification
obligations. During the first six months of fiscal year 2006, the Company paid $3.0 million of this amount to the sellers. As of June 30, 2006, the Company continued to retain $3.0 million, which is due to be paid (in cash or in the form of
notes payable by the Company at the sellers election), net of any indemnification claims, in November 2006. In addition to this retained payment, the Company may become obligated to pay up to a maximum of $6.0 million in contingent purchase
price consideration that can be earned by the former Magnex shareholders over a three-year period ending in November 2007, depending on the performance of the Magnex business relative to certain financial targets. Of this amount, $1.0 million was
earned, recorded as additional goodwill and paid during the first six months of fiscal year 2006 for targets met for the first annual period which ended in November 2005.



Bear Instruments, Inc. During the first nine months of fiscal year 2006, the Company accrued and paid $1.4 million
for the final contingent consideration payment due to the sellers in connection with the Bear Instruments, Inc. business (acquired in fiscal year 2001). This payment resulted in additional goodwill relating to this acquisition.



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VARIAN, INC. AND SUBSIDIARY COMPANIES



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



Note 9.    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 2006 were as follows:



|                                               |  |                       |         |                    |   |              |  |   |        
|---------------------------------------------- |  | --------------------- | ------- | ------------------ | - | ------------ |  | - | -------
|                                               |  | ScientificInstruments |         | VacuumTechnologies |   | TotalCompany
|(in thousands)                                 |  |                       |         |                    |   |              |  |   |        
|Balance as of September 30, 2005               |  | $                     | 148,968 |                    | $ | 966          |  | $ | 149,934
|Fiscal year 2006 acquisitions (Note 8)         |  |                       | 26,955  |                    |   |             |  |   | 26,955 
|Contingent payments on prior-year acquisitions |  |                       | 2,386   |                    |   |              |  |   | 2,386  
|Foreign currency impacts and other adjustments |  |                       | 543     |                    |   |             |  |   | 543    
|                                               |  |                       |         |                    |   |              |  |   |        
|Balance as of June 30, 2006                    |  | $                     | 178,852 |                    | $ | 966          |  | $ | 179,818
|                                               |  |                       |         |                    |   |              |  |   |        



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 2006, 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 30, 2006     
|                            |  | Gross              |        | AccumulatedAmortization |   |         | Net
|(in thousands)              |  |                    |        |                         |   |         |     |  |   |       
|Intangible assets           |  |                    |        |                         |   |         |     |  |   |       
|Existing technology         |  | $                  | 15,054 |                         | $ | (5,449  | )   |  | $ | 9,605 
|Patents and core technology |  |                    | 29,122 |                         |   | (5,740  | )   |  |   | 23,382
|Trade names and trademarks  |  |                    | 2,419  |                         |   | (1,150  | )   |  |   | 1,269 
|Customer lists              |  |                    | 11,325 |                         |   | (5,987  | )   |  |   | 5,338 
|Other                       |  |                    | 2,808  |                         |   | (1,695  | )   |  |   | 1,113 
|                            |  |                    |        |                         |   |         |     |  |   |       
|Total                       |  | $                  | 60,728 |                         | $ | (20,021 | )   |  | $ | 40,707
|                            |  |                    |        |                         |   |         |     |  |   |       
|                            | 
|                            |  | September 30, 2005
|                            |  | Gross              |        | AccumulatedAmortization |   |         | Net
|(in thousands)              |  |                    |        |                         |   |         |     |  |   |       
|Intangible assets           |  |                    |        |                         |   |         |     |  |   |       
|Existing technology         |  | $                  | 10,172 |                         | $ | (4,398  | )   |  | $ | 5,774 
|Patents and core technology |  |                    | 18,474 |                         |   | (3,517  | )   |  |   | 14,957
|Trade names and trademarks  |  |                    | 2,176  |                         |   | (922    | )   |  |   | 1,254 
|Customer lists              |  |                    | 9,305  |                         |   | (3,984  | )   |  |   | 5,321 
|Other                       |  |                    | 2,424  |                         |   | (1,485  | )   |  |   | 939   
|                            |  |                    |        |                         |   |         |     |  |   |       
|Total                       |  | $                  | 42,551 |                         | $ | (14,306 | )   |  | $ | 28,245
|                            |  |                    |        |                         |   |         |     |  |   |       



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VARIAN, INC. AND SUBSIDIARY COMPANIES



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



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. Amortization expense relating to intangible assets was $1.7 million and $4.9 million during the fiscal quarter and nine months ended July 1, 2005, respectively. At
June 30, 2006, estimated amortization expense for the remainder of fiscal year 2006 and for each of the five succeeding fiscal years and thereafter follows:



|                                       |  |                              |       
|-------------------------------------- |  | ---------------------------- | ------
|                                       |  | EstimatedAmortizationExpense
|(in thousands)                         |  |                              |       
|Three months ending September 29, 2006 |  | $                            | 2,170 
|Fiscal year 2007                       |  |                              | 7,972 
|Fiscal year 2008                       |  |                              | 6,808 
|Fiscal year 2009                       |  |                              | 5,818 
|Fiscal year 2010                       |  |                              | 5,494 
|Fiscal year 2011                       |  |                              | 2,902 
|Thereafter                             |  |                              | 9,543 
|                                       |  |                              |       
|Total                                  |  | $                            | 40,707
|                                       |  |                              |       



Note
10.    Restructuring Activities



Summary of Restructuring Plans.During fiscal years 2005, 2004 and 2003, the Company committed to several restructuring plans in order to adjust its organizational structure, improve operational efficiencies and
eliminate redundant or excess costs resulting from acquisitions or dispositions during those periods.



The following table sets forth changes in the Companys restructuring liability relating to the foregoing plans during the first, second and third
quarters of fiscal year 2006:



|                                               |  |                  |       |   |                    |   |       |       |  |   |       |  
|---------------------------------------------- |  | ---------------- | ----- | - | ------------------ | - | ----- | ----- |  | - | ----- | -
|                                               |  | Employee-Related |       |   | Facilities-Related |   |       | Total | 
|(in thousands)                                 |  |                  |       |   |                    |   |       |       |  |   |       |  
|Balance at September 30, 2005                  |  | $                | 1,002 |   |                    | $ | 1,692 |       |  | $ | 2,694 |  
|Cash payments                                  |  |                  | (432  | ) |                    |   | (158  | )     |  |   | (590  | )
|Foreign currency impacts and other adjustments |  |                  | (6    | ) |                    |   | 197   |       |  |   | 191   |  
|                                               |  |                  |       |   |                    |   |       |       |  |   |       |  
|Balance at December 30, 2005                   |  |                  | 564   |   |                    |   | 1,731 |       |  |   | 2,295 |  
|Cash payments                                  |  |                  | (170  | ) |                    |   | (184  | )     |  |   | (354  | )
|Foreign currency impacts and other adjustments |  |                  | (5    | ) |                    |   | (1    | )     |  |   | (6    | )
|                                               |  |                  |       |   |                    |   |       |       |  |   |       |  
|Balance at March 31, 2006                      |  |                  | 389   |   |                    |   | 1,546 |       |  |   | 1,935 |  
|Reversals, net                                 |  |                  | (58   | ) |                    |   |      |       |  |   | (58   | )
|Cash payments                                  |  |                  | (19   | ) |                    |   | (317  | )     |  |   | (336  | )
|Foreign currency impacts and other adjustments |  |                  | 15    |   |                    |   | 52    |       |  |   | 67    |  
|                                               |  |                  |       |   |                    |   |       |       |  |   |       |  
|Balance at June 30, 2006                       |  | $                | 327   |   |                    | $ | 1,281 |       |  | $ | 1,608 |  
|                                               |  |                  |       |   |                    |   |       |       |  |   |       |  



Under these
restructuring plans, the Company has incurred $15.3 million in restructuring expense and $3.3 million in other related costs which related primarily to employee retention and relocation costs and accelerated depreciation of assets disposed of upon
the closure of facilities.



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VARIAN, INC. AND SUBSIDIARY COMPANIES



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



Fiscal Year 2005 Plans. During the first quarter of fiscal year 2005, the Company undertook
certain restructuring actions to rationalize its Scientific Instruments field support administration in the United Kingdom following the completion of the Companys acquisition of Magnex. These actions were undertaken to achieve operational
efficiencies and eliminate redundant costs resulting from the acquisition, which involved the termination of approximately 20 employees, the consolidation of certain field support administrative functions previously located in the Companys
Walton, United Kingdom location to Magnexs location in Yarnton, United Kingdom and the closure of the Walton facility. Restructuring and other costs directly attributable to this plan have been recorded and included in selling, general and
administrative expenses.



The following table sets forth
changes in the Companys restructuring liability during the first, second and third quarters of fiscal year 2006 in connection with this plan:



|                                               |  |                  |     |   |                    |   |       |       |  |   |       |  
|---------------------------------------------- |  | ---------------- | --- | - | ------------------ | - | ----- | ----- |  | - | ----- | -
|                                               |  | Employee-Related |     |   | Facilities-Related |   |       | Total | 
|(in thousands)                                 |  |                  |     |   |                    |   |       |       |  |   |       |  
|Balance at September 30, 2005                  |  | $                | 82  |   |                    | $ | 1,153 |       |  | $ | 1,235 |  
|Cash payments                                  |  |                  |    |   |                    |   | (104  | )     |  |   | (104  | )
|Foreign currency impacts and other adjustments |  |                  | (3  | ) |                    |   | 197   |       |  |   | 194   |  
|                                               |  |                  |     |   |                    |   |       |       |  |   |       |  
|Balance at December 30, 2005                   |  |                  | 79  |   |                    |   | 1,246 |       |  |   | 1,325 |  
|Cash payments                                  |  |                  | (36 | ) |                    |   | (154  | )     |  |   | (190  | )
|Foreign currency impacts and other adjustments |  |                  | 4   |   |                    |   | (1    | )     |  |   | 3     |  
|                                               |  |                  |     |   |                    |   |       |       |  |   |       |  
|Balance at March 31, 2006                      |  |                  | 47  |   |                    |   | 1,091 |       |  |   | 1,138 |  
|Cash payments                                  |  |                  |    |   |                    |   | (173  | )     |  |   | (173  | )
|Foreign currency impacts and other adjustments |  |                  | 2   |   |                    |   | 52    |       |  |   | 54    |  
|                                               |  |                  |     |   |                    |   |       |       |  |   |       |  
|Balance at June 30, 2006                       |  | $                | 49  |   |                    | $ | 970   |       |  | $ | 1,019 |  
|                                               |  |                  |     |   |                    |   |       |       |  |   |       |  



The remaining
liability will be settled in cash. Since the inception of this plan, the Company has recorded $1.8 million in related restructuring expense and $0.6 million of other related costs.



During the third quarter of fiscal year 2005, the Company committed to a separate plan to reorganize, consolidate and
eliminate certain activities. This plan was undertaken due to the divestiture of the Companys Electronics Manufacturing Business, the result of which was that the Company had lower revenues and reduced infrastructure requirements after the
divestiture. Management determined that this required the Company to adjust its organization and reduce its cost structure. Costs relating to restructuring activities recorded under this plan have been included in selling, general and administrative
expenses.



Under this plan, certain administrative functions
within the Companys Corporate organization and Scientific Instruments segment were reorganized and consolidated. This involved changes in reporting structures, consolidation of certain activities and the elimination of employee positions. In
addition, this plan involved the elimination of employee positions in certain other operations to reduce the Companys cost structure. These activities were completed in the second quarter of fiscal year 2006.



The measures described above resulted in the elimination of a total of
approximately 70 employee positions, of which approximately 45 were in North America and approximately 20 were in Europe. The costs associated with this plan consist of one-time termination benefits and other related costs for employees in the
Corporate organization and the Scientific Instruments segment whose positions were eliminated.



20



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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 during the
first, second and third quarters of fiscal year 2006 in connection with this plan:



|                                               |  |                  |      |   |                    |   |       |  |   |      |  
|---------------------------------------------- |  | ---------------- | ---- | - | ------------------ | - | ----- |  | - | ---- | -
|                                               |  | Employee-Related |      |   | Facilities-Related |   | Total | 
|(in thousands)                                 |  |                  |      |   |                    |   |       |  |   |      |  
|Balance at September 30, 2005                  |  | $                | 844  |   |                    | $ |      |  | $ | 844  |  
|Cash payments                                  |  |                  | (432 | ) |                    |   |      |  |   | (432 | )
|Foreign currency impacts and other adjustments |  |                  | 2    |   |                    |   |      |  |   | 2    |  
|                                               |  |                  |      |   |                    |   |       |  |   |      |  
|Balance at December 30, 2005                   |  |                  | 414  |   |                    |   |      |  |   | 414  |  
|Cash payments                                  |  |                  | (134 | ) |                    |   |      |  |   | (134 | )
|Foreign currency impacts and other adjustments |  |                  | (10  | ) |                    |   |      |  |   | (10  | )
|                                               |  |                  |      |   |                    |   |       |  |   |      |  
|Balance at March 31, 2006                      |  |                  | 270  |   |                    |   |      |  |   | 270  |  
|Reversals, net                                 |  |                  | (11  | ) |                    |   |      |  |   | (11  | )
|Cash payments                                  |  |                  | (19  | ) |                    |   |      |  |   | (19  | )
|Foreign currency impacts and other adjustments |  |                  | 9    |   |                    |   |      |  |   | 9    |  
|                                               |  |                  |      |   |                    |   |       |  |   |      |  
|Balance at June 30, 2006                       |  | $                | 249  |   |                    | $ |      |  | $ | 249  |  
|                                               |  |                  |      |   |                    |   |       |  |   |      |  



The remaining
liability will be settled in cash. Since the inception of this plan, the Company has recorded $3.4 million in related restructuring expense and $0.4 million of other related costs.



Fiscal Year 2003 Plan. During fiscal year 2003, the Company undertook certain restructuring actions to improve
efficiency and more closely align employee skill sets and other resources with the Companys evolving product mix as a result of the Companys continued emphasis on NMR, mass spectroscopy and consumable products, with a bias toward life
science applications. In addition, actions were undertaken to create a more efficient consumable products operation. These actions primarily impacted the Scientific Instruments segment and involved the termination of approximately 160 employees
(principally in sales and marketing, administration, service and manufacturing functions), the closure of three sales offices and the consolidation of three consumable products factories into one in Southern California. Substantially all of these
activities were completed during fiscal year 2003 except for the termination of approximately 20 employees, which took place in the second and third quarters of fiscal year 2004 and the Southern California facility consolidation, which was initiated
in the third quarter of fiscal year 2003 and was substantially completed in the first quarter of fiscal year 2005. Costs relating to restructuring activities recorded under this plan have been included in selling, general and administrative
expenses.



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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 first, second and third quarters of fiscal year 2006:



|                                               |  |                  |     |   |                    |   |      |       |  |   |      |  
|---------------------------------------------- |  | ---------------- | --- | - | ------------------ | - | ---- | ----- |  | - | ---- | -
|                                               |  | Employee-Related |     |   | Facilities-Related |   |      | Total | 
|(in thousands)                                 |  |                  |     |   |                    |   |      |       |  |   |      |  
|Balance at September 30, 2005                  |  | $                | 76  |   |                    | $ | 539  |       |  | $ | 615  |  
|Cash payments                                  |  |                  |    |   |                    |   | (54  | )     |  |   | (54  | )
|Foreign currency impacts and other adjustments |  |                  | (5  | ) |                    |   |     |       |  |   | (5   | )
|                                               |  |                  |     |   |                    |   |      |       |  |   |      |  
|Balance at December 30, 2005                   |  |                  | 71  |   |                    |   | 485  |       |  |   | 556  |  
|Cash payments                                  |  |                  |    |   |                    |   | (30  | )     |  |   | (30  | )
|Foreign currency impacts and other adjustments |  |                  | 1   |   |                    |   |     |       |  |   | 1    |  
|                                               |  |                  |     |   |                    |   |      |       |  |   |      |  
|Balance at March 31, 2006                      |  |                  | 72  |   |                    |   | 455  |       |  |   | 527  |  
|Reversals                                      |  |                  | (47 | ) |                    |   |     |       |  |   | (47  | )
|Cash payments                                  |  |                  |    |   |                    |   | (144 | )     |  |   | (144 | )
|Foreign currency impacts and other adjustments |  |                  | 4   |   |                    |   |     |       |  |   | 4    |  
|                                               |  |                  |     |   |                    |   |      |       |  |   |      |  
|Balance at June 30, 2006                       |  | $                | 29  |   |                    | $ | 311  |       |  | $ | 340  |  
|                                               |  |                  |     |   |                    |   |      |       |  |   |      |  



The remaining
liability will be settled in cash. Since the inception of this plan, the Company has recorded $7.9 million in related restructuring expense and $2.3 million of other related costs.



Note 11.    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 30, 2006 and
July 1, 2005 follow:



|                              |  |                   |        |   |             |   |        |  
|----------------------------- |  | ----------------- | ------ | - | ----------- | - | ------ | -
|                              |  | Nine Months Ended |       
|                              |  | June 30,2006      |        |   | July 1,2005 |  
|(in thousands)                |  |                   |        |   |             |   |        |  
|Beginning balance             |  | $                 | 10,723 |   |             | $ | 10,475 |  
|Charges to costs and expenses |  |                   | 3,440  |   |             |   | 5,495  |  
|Warranty expenditures         |  |                   | (3,809 | ) |             |   | (7,139 | )
|Acquired warranty liabilities |  |                   |       |   |             |   | 1,742  |  
|                              |  |                   |        |   |             |   |        |  
|Ending balance                |  | $                 | 10,354 |   |             | $ | 10,573 |  
|                              |  |                   |        |   |             |   |        |  



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.



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VARIAN, INC. AND SUBSIDIARY COMPANIES



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



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. The agreements containing these indemnification obligations are disclosed as exhibits to the Companys Annual Report on Form 10-K (see Exhibits 2.1, 10.1, 10.2 and 10.3). The
estimated fair value of these indemnification obligations is not considered to be material.



The Company is subject to certain indemnification obligations to 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 (see Exhibit 10.5). 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 (see Exhibit 10.6). The indemnification obligations are more fully described in these indemnity agreements and the Companys By-Laws
(see Exhibit 3.2).



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.



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VARIAN, INC. AND SUBSIDIARY COMPANIES



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



Note 12.    Debt and Credit Facilities



Credit Facilities. As of June 30, 2006, the Company and its
subsidiaries had a total of $75.6 million in uncommitted and unsecured credit facilities for working capital purposes with interest rates to be established at the time of borrowing. No borrowings were outstanding under these credit facilities as of
June 30, 2006. Of the $75.6 million in uncommitted and unsecured credit facilities, a total of $49.0 million was limited for use by, or in favor of, certain subsidiaries at June 30, 2006, and a total of $12.5 million of this $49.0 million
was being utilized in the form of bank guarantees and short-term standby letters of credit. These guarantees and letters of credit related primarily to advance payments and deposits made to the Companys subsidiaries by customers for which
separate liabilities were recorded in the unaudited condensed consolidated financial statements at June 30, 2006. 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 30, 2006, the Company
had $27.5 million in term loans outstanding, compared to $30.0 million at September 30, 2005. As of both June 30, 2006 and September 30, 2005, fixed interest rates on the term loans ranged from 6.7% to 7.2%. The weighted-average
interest rate on the term loans was 6.8% at both June 30, 2006 and September 30, 2005. The term loans contain certain covenants that limit future borrowings and the payment of cash dividends and require the maintenance of certain levels of
working capital and operating results. The Company was in compliance with all restrictive covenants of the term loan agreements at June 30, 2006.



The following table summarizes future principal payments on borrowings under long-term debt outstanding as of June 30, 2006:



|                                           |  |                                |      |              |      |       |      |   |       |  |      |   |            |   |       |  |   |   |  |   |        |  |   |       
|------------------------------------------ |  | ------------------------------ | ---- | ------------ | ---- | ----- | ---- | - | ----- |  | ---- | - | ---------- | - | ----- |  | - | - |  | - | ------ |  | - | ------
|                                           |  | ThreeMonthsEndingSept. 29,2006 |      | Fiscal Years |      |      
|                                           |  |                                | 2007 |              | 2008 |       | 2009 |   | 2010  |  | 2011 |   | Thereafter |   | Total
|(in thousands)                             |  |                                |      |              |      |       |      |   |       |  |      |   |            |   |       |  |   |   |  |   |        |  |   |       
|Long-term debt (including current portion) |  | $                              |     |              | $    | 2,500 |      | $ | 6,250 |  | $    |  |            | $ | 6,250 |  | $ |  |  | $ | 12,500 |  | $ | 27,500
|                                           |  |                                |      |              |      |       |      |   |       |  |      |   |            |   |       |  |   |   |  |   |        |  |   |       



Note
13.    Defined Benefit Retirement Plans



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



|                                                                  |  |                      |      |   |                   |   |      |              |  |   |             |   |  |   |        |  
|----------------------------------------------------------------- |  | -------------------- | ---- | - | ----------------- | - | ---- | ------------ |  | - | ----------- | - |  | - | ------ | -
|                                                                  |  | Fiscal Quarter Ended |      |   | Nine Months Ended |  
|                                                                  |  | June 30,2006         |      |   | July 1,2005       |   |      | June 30,2006 |  |   | July 1,2005 |  
|(in thousands)                                                    |  |                      |      |   |                   |   |      |              |  |   |             |   |  |   |        |  
|Service cost                                                      |  | $                    | 329  |   |                   | $ | 289  |              |  | $ | 987         |   |  | $ | 867    |  
|Interest cost                                                     |  |                      | 527  |   |                   |   | 810  |              |  |   | 1,581       |   |  |   | 2,430  |  
|Expected return on plan assets                                    |  |                      | (419 | ) |                   |   | (806 | )            |  |   | (1,257      | ) |  |   | (2,418 | )
|Amortization of prior service cost and actuarial gains and losses |  |                      | 129  |   |                   |   | 50   |              |  |   | 387         |   |  |   | 150    |  
|Settlement loss                                                   |  |                      |     |   |                   |   |     |              |  |   |            |   |  |   | 1,477  |  
|                                                                  |  |                      |      |   |                   |   |      |              |  |   |             |   |  |   |        |  
|Net periodic pension cost                                         |  | $                    | 566  |   |                   | $ | 343  |              |  | $ | 1,698       |   |  | $ | 2,506  |  
|                                                                  |  |                      |      |   |                   |   |      |              |  |   |             |   |  |   |        |  



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VARIAN, INC. AND SUBSIDIARY COMPANIES



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



Defined Benefit Pension Plan Settlement. During the first quarter of fiscal year 2005, the
Company settled a defined benefit pension plan in Australia, which resulted in a settlement loss of $1.5 million. This loss offset a net curtailment gain of $1.2 million relating to this pension plan recorded in the third and fourth quarters of
fiscal year 2004.



Employer Contributions. During the
nine months ended June 30, 2006, 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 2006.



Note 14.    Contingencies



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



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



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 30, 2006, it was nonetheless estimated that the Companys share of the future exposure for environmental-related costs for these sites and facilities
ranged in the aggregate from $1.3 million to $2.5 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 30, 2006. No amount in the foregoing range of estimated future costs is believed to be more probable of being incurred than any other amount in such range and the Company therefore had an accrual of $1.3 million as of June 30,
2006.



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 30, 2006, 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 $3.5 million to $15.9 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 30, 2006. 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 $6.4 million at June 30, 2006. The Company therefore had an accrual of $4.4 million as of
June 30, 2006, which represents the best estimate of its share of these future environmental-related costs discounted at 4%, net of inflation. This accrual is in addition to the $1.3 million described in the preceding paragraph.



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##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



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



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 $1.1 million (discounted at 4%, net of inflation) in other assets as of June 30, 2006, for the
Companys share of such recovery. The Company has not reduced any environmental-related liability in anticipation of recoveries from third parties.



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



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



Note 15.    Stock Repurchase Program



In November 2005, the Companys Board of Directors approved a 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 September 30, 2007. During the fiscal quarter and nine months ended June 30, 2006, the Company repurchased and retired 251,000 and 1,201,000 shares, respectively, under this authorization at an aggregate cost
of $11.0 million and $49.1 million, respectively. As of June 30, 2006, the Company had remaining authorization to repurchase $50.9 million of its common stock under this program.



Note 16.    Income Taxes



The effective income tax rate was 24.6% and 31.6% for the fiscal quarter and nine months ended June 30, 2006,
respectively, compared to 20.4% and 23.1% for the fiscal quarter and nine months ended July 1, 2005, respectively. The effective income tax rates for the fiscal quarter and nine months ended June 30, 2006 reflect a release of tax reserves
of $2.3 million following the positive outcome of tax uncertainties during the third quarter of fiscal year 2006. For the nine months ended June 30, 2006, this reduction was partially offset by the impact of a non-deductible in-process research
and development charge of $0.8 million.



The effective income
tax rates for the fiscal quarter and nine months ended July 1, 2005 reflect a discrete, one-time reduction of income tax expense of $1.8 million which resulted from the elimination of withholding tax on certain dividends under a new tax law
enacted in Switzerland during the third quarter of fiscal year 2005. The effective income tax rate for the nine months ended July 1, 2005 also reflects a separate discrete, one-time reduction of income tax expense of $3.0 million which resulted
from a change in the treatment of foreign tax credits under new U.S. tax law, partially offset by the impact of a non-deductible in-process research and development charge of $0.7 million.



26



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##### Table of Contents

VARIAN, INC. AND SUBSIDIARY COMPANIES



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



Note 17.    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,
non-employee director stock units and restricted stock) 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 quarter
and nine months ended June 30, 2006.



For the fiscal
quarter and nine months ended June 30, 2006, options to purchase 919,000 and 901,000 shares, respectively, were excluded from the calculation of diluted earnings per share as their effect was anti-dilutive. For the fiscal quarter and nine
months ended July 1, 2005, options to purchase 619,000 and 197,000 shares, respectively, were excluded from the calculation of diluted earnings per share as their effect was anti-dilutive.



A reconciliation of weighted-average basic shares outstanding to
weighted-average diluted shares outstanding follows:



|                                              |  |                      |  |                   |  |               |  |             
|--------------------------------------------- |  | -------------------- |  | ----------------- |  | ------------- |  | ------------
|                                              |  | Fiscal Quarter Ended |  | Nine Months Ended
|                                              |  | June 30, 2006        |  | July 1, 2005      |  | June 30, 2006 |  | July 1, 2005
|(in thousands)                                |  |                      |  |                   |  |               |  |             
|Weighted-average basic shares outstanding     |  | 30,847               |  | 33,480            |  | 30,988        |  | 34,373      
|Net effect of dilutive potential common stock |  | 468                  |  | 587               |  | 506           |  | 700         
|                                              |  |                      |  |                   |  |               |  |             
|Weighted-average diluted shares outstanding   |  | 31,315               |  | 34,067            |  | 31,494        |  | 35,073      
|                                              |  |                      |  |                   |  |               |  |             



Note
18.    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.



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VARIAN, INC. AND SUBSIDIARY COMPANIES



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



General corporate costs include shared costs of legal, tax, accounting, human resources, real estate,
information technology, 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 30,2006         |       |   | July 1,2005       |   |       | June 30,2006 |  |   | July 1,2005 |  
|(in millions)                                    |  |                      |       |   |                   |   |       |              |  |   |             |   |  |   |       |  
|Scientific Instruments                           |  | $                    | 170.3 |   |                   | $ | 152.0 |              |  | $ | 503.0       |   |  | $ | 469.2 |  
|Vacuum Technologies                              |  |                      | 39.4  |   |                   |   | 34.8  |              |  |   | 112.1       |   |  |   | 105.5 |  
|                                                 |  |                      |       |   |                   |   |       |              |  |   |             |   |  |   |       |  
|Total segment sales                              |  | $                    | 209.7 |   |                   | $ | 186.8 |              |  | $ | 615.1       |   |  | $ | 574.7 |  
|                                                 |  |                      |       |   |                   |   |       |              |  |   |             |   |  |   |       |  
|                                                 |  |                     
|                                                 |  | Pretax Earnings      |       |   | Pretax Earnings   |  
|                                                 |  | Fiscal Quarter Ended |       |   | Nine Months Ended |  
|                                                 |  | June 30,2006         |       |   | July 1,2005       |   |       | June 30,2006 |  |   | July 1,2005 |  
|(in millions)                                    |  |                      |       |   |                   |   |       |              |  |   |             |   |  |   |       |  
|Scientific Instruments                           |  | $                    | 14.7  |   |                   | $ | 10.1  |              |  | $ | 41.4        |   |  | $ | 33.9  |  
|Vacuum Technologies                              |  |                      | 8.5   |   |                   |   | 5.6   |              |  |   | 21.8        |   |  |   | 17.8  |  
|                                                 |  |                      |       |   |                   |   |       |              |  |   |             |   |  |   |       |  
|Total industry segments                          |  |                      | 23.2  |   |                   |   | 15.7  |              |  |   | 63.2        |   |  |   | 51.7  |  
|General corporate                                |  |                      | (4.3  | ) |                   |   | (3.8  | )            |  |   | (12.7       | ) |  |   | (12.4 | )
|Interest income                                  |  |                      | 0.8   |   |                   |   | 1.9   |              |  |   | 2.8         |   |  |   | 4.1   |  
|Interest expense                                 |  |                      | (0.5  | ) |                   |   | (0.5  | )            |  |   | (1.6        | ) |  |   | (1.6  | )
|                                                 |  |                      |       |   |                   |   |       |              |  |   |             |   |  |   |       |  
|Total pretax earnings from continuing operations |  | $                    | 19.2  |   |                   | $ | 13.3  |              |  | $ | 51.7        |   |  | $ | 41.8  |  
|                                                 |  |                      |       |   |                   |   |       |              |  |   |             |   |  |   |       |  



Note
19.    Recent Accounting Pronouncements



In November 2004, the FASB issued SFAS 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4. The amendments made by SFAS 151 clarify that abnormal amounts of idle facility expense, freight, handling costs and wasted
materials (spoilage) should be recognized as current-period charges and require the allocation of fixed production overheads to inventory based on the normal capacity of the production facilities. The guidance is effective for inventory costs
incurred during fiscal years beginning after June 15, 2005. The Companys adoption of SFAS 151 in the first quarter of fiscal year 2006 did not have a material impact on its financial condition or results of operations.



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VARIAN, INC. AND SUBSIDIARY COMPANIES



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



In March 2005, the FASB issued FIN 47, Accounting for Conditional Asset Retirement
Obligations, which clarified the guidance set forth in SFAS 143, Accounting for Asset Retirement Obligations,relating to conditional asset retirement obligations.FIN 47 requires companies to recognize a liability for the fair
value of a conditional asset retirement obligation if the fair value can be reasonably estimated even though uncertainty exists about the timing and/or method of settlement. It also provides additional guidance for assessing whether sufficient
information is available to make a reasonable estimate of the fair value of an asset retirement obligation. The cumulative effect (if any) of initially applying FIN 47 is to be recorded as a change in accounting principle. The Company is required to
adopt FIN 47 in the fourth quarter of fiscal year 2006. The Company is currently evaluating the requirements of FIN 47 and is not yet able to determine whether its adoption will have a material impact on the Companys financial condition
or results of operations.



In November 2005, the FASB
issued FASB Staff Position (FSP) FAS 115-1 and FAS 124-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments, which addresses the determination as to when an investment in equity securities
(including cost method investments) and debt securities is considered impaired, whether that impairment is other than temporary and the measurement of an impairment loss. FSP FAS 115-1 and FAS 124-1 nullifies certain requirements under EITF Issue
No. 03-01, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments.The guidance in FSP FAS 115-1 and FAS 124-1 is effective for reporting periods beginning after December 15, 2005. The
Companys adoption of FSP FAS 115-1 and FAS 124-1 in the second quarter of fiscal quarter 2006 did not have a material impact on the Companys financial position or results of operations.



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 will have a material impact on the Companys financial condition or results of operations.



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|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 the timing and amount of anticipated restructuring costs and related
costs savings, anticipated effective income tax rate and 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 30, 2005. 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 in both life science and industrial applications; risks arising from the timing of shipments, installations and the recognition of revenues on certain magnetic resonance (MR) products, including nuclear magnetic resonance
(NMR) and MR imaging systems and superconducting magnets on fourier-transform mass spectrometers (FTMS); whether we can increase margins on newer MR and FTMS products; 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 integrate acquisitions; the actual cost of restructuring activities and their timing and impact on future costs; whether the actual cost of complying with the requirements of
Section 404 of the Sarbanes-Oxley Act will exceed our current estimates; and other risks detailed from time to time in our filings with the U.S. Securities and Exchange Commission. We disclaim any intent or obligation to update publicly any
forward-looking statements, whether in response to new information, future events or otherwise.



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Results of Operations



Sale of Electronics Manufacturing Business and Discontinued Operations. During the second quarter of fiscal year 2005, we sold the business
formerly operated as our Electronics Manufacturing segment to Jabil Circuit, Inc. In connection with the sale, we determined that this business should be accounted for as discontinued operations in accordance with accounting principles generally
accepted in the United States. Consequently, the results of operations of the Electronics Manufacturing business have been excluded from our results from continuing operations for all periods presented and have instead been presented on a
discontinued operations basis. Earnings from discontinued operations are discussed separately below.



Third Quarter of Fiscal Year 2006 Compared to Third Quarter of Fiscal Year 2005



Segment Results



Our continuing 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 2006 and 2005:



|                               |  |                      |       |   |             |      |   |                    |   |       |           |  |      |   |  |   |      |   |  |       |  
|------------------------------ |  | -------------------- | ----- | - | ----------- | ---- | - | ------------------ | - | ----- | --------- |  | ---- | - |  | - | ---- | - |  | ----- | -
|                               |  | Fiscal Quarter Ended |       |   |             |      |   |                    |  
|                               |  | June 30,2006         |       |   | July 1,2005 |      |   | Increase(Decrease) |  
|                               |  | $                    |       |   | % ofSales   |      |   | $                  |   |       | % ofSales |  |      | $ |  |   | %    |  
|(dollars in millions)          |  |                      |       |   |             |      |   |                    |   |       |           |  |      |   |  |   |      |   |  |       |  
|Sales by Segment:              |  |                      |       |   |             |      |   |                    |   |       |           |  |      |   |  |   |      |   |  |       |  
|Scientific Instruments         |  | $                    | 170.3 |   |             |      |   |                    | $ | 152.0 |           |  |      |   |  | $ | 18.3 |   |  | 12.0  | %
|Vacuum Technologies            |  |                      | 39.4  |   |             |      |   |                    |   | 34.8  |           |  |      |   |  |   | 4.6  |   |  | 13.5  |  
|                               |  |                      |       |   |             |      |   |                    |   |       |           |  |      |   |  |   |      |   |  |       |  
|Total company                  |  | $                    | 209.7 |   |             |      |   |                    | $ | 186.8 |           |  |      |   |  | $ | 22.9 |   |  | 12.3  | %
|                               |  |                      |       |   |             |      |   |                    |   |       |           |  |      |   |  |   |      |   |  |       |  
|Operating Earnings by Segment: |  |                      |       |   |             |      |   |                    |   |       |           |  |      |   |  |   |      |   |  |       |  
|Scientific Instruments         |  | $                    | 14.7  |   |             | 8.6  | % |                    | $ | 10.1  |           |  | 6.6  | % |  | $ | 4.6  |   |  | 46.5  | %
|Vacuum Technologies            |  |                      | 8.5   |   |             | 21.6 |   |                    |   | 5.6   |           |  | 16.3 |   |  |   | 2.9  |   |  | 50.6  |  
|                               |  |                      |       |   |             |      |   |                    |   |       |           |  |      |   |  |   |      |   |  |       |  
|Total segments                 |  |                      | 23.2  |   |             | 11.1 |   |                    |   | 15.7  |           |  | 8.4  |   |  |   | 7.5  |   |  | 48.0  |  
|General corporate              |  |                      | (4.3  | ) |             | (2.1 | ) |                    |   | (3.8  | )         |  | (2.0 | ) |  |   | (0.5 | ) |  | (14.1 | )
|                               |  |                      |       |   |             |      |   |                    |   |       |           |  |      |   |  |   |      |   |  |       |  
|Total company                  |  | $                    | 18.9  |   |             | 9.0  | % |                    | $ | 11.9  |           |  | 6.4  | % |  | $ | 7.0  |   |  | 58.8  | %
|                               |  |                      |       |   |             |      |   |                    |   |       |           |  |      |   |  |   |      |   |  |       |  



Scientific
Instruments. The increase in Scientific Instruments sales was primarily attributable to higher sales volume, in particular from MR imaging systems, mass spectrometers and other analytical instruments, with double-digit sales growth into both
life science and industrial applications. Scientific Instruments revenues for the third quarter of fiscal year 2005 do not include sales from PL International Limited (Polymer Labs), which was acquired in November 2005 and generated
revenue of approximately $24 million during the twelve months ended September 30, 2005.



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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 and amortization of $0.6 million related to inventory written up in connection with the acquisitions of Magnex Scientific Limited
(Magnex) and IonSpec Corporation (IonSpec). In addition, operating earnings for the third quarter of fiscal year 2006 include the impact of share-based compensation expense of $0.8 million as a result of our adoption of SFAS
123(R) during the first quarter of fiscal year 2006. In comparison, Scientific Instruments operating earnings for the third quarter of fiscal year 2005 include restructuring and other related costs of $3.6 million, acquisition-related intangible
amortization of $1.7 million and amortization of $0.8 million related to inventory written up in connection with the acquisition of Magnex. Excluding the impact of these items, the increase in operating earnings as a percentage of sales resulted
primarily from sales volume leverage (as the higher sales volume improved the absorption rate of fixed and semi-variable costs) and a favorable mix shift toward higher-margin products including mass spectrometers and MR imaging systems.



Vacuum Technologies. The Vacuum Technologies sales increase was
primarily the result of higher sales volume, particularly of turbomolecular pumps, with double-digit sales growth into both life science and industrial applications.



Vacuum Technologies operating earnings for the third quarter of fiscal year 2006 include the impact of share-based
compensation expense of $0.3 million as a result of our adoption of SFAS 123(R) during the first quarter of fiscal year 2006. Excluding the impact of this amount, the increase in Vacuum Technologies operating earnings as a percentage of sales was
primarily attributable to sales volume leverage, increased sales of higher-margin products (particularly turbomolecular pumps) and lower warranty costs.



Consolidated Results



The following table presents comparisons of our sales and other selected consolidated financial results for the third quarters of fiscal years 2006 and
2005:



|                                                          |  |                      |       |   |             |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|--------------------------------------------------------- |  | -------------------- | ----- | - | ----------- | ----- | - | ------------------- | - | ----- | --------- |  | ----- | - |  | - | ---- | - |  | ----- | -
|                                                          |  | Fiscal Quarter Ended |       |   |             |       |   |                     |  
|                                                          |  | June 30,2006         |       |   | July 1,2005 |       |   | Increase (Decrease) |  
|                                                          |  | $                    |       |   | % ofSales   |       |   | $                   |   |       | % ofSales |  |       | $ |  |   | %    |  
|(dollars in millions, except per share data)              |  |                      |       |   |             |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|Sales                                                     |  | $                    | 209.7 |   |             | 100.0 | % |                     | $ | 186.8 |           |  | 100.0 | % |  | $ | 22.9 |   |  | 12.3  | %
|                                                          |  |                      |       |   |             |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|Gross profit                                              |  |                      | 94.5  |   |             | 45.1  |   |                     |   | 83.5  |           |  | 44.7  |   |  |   | 11.0 |   |  | 13.2  |  
|                                                          |  |                      |       |   |             |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|Operating expenses:                                       |  |                      |       |   |             |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|Selling, general and administrative                       |  |                      | 60.1  |   |             | 28.7  |   |                     |   | 57.6  |           |  | 30.8  |   |  |   | 2.5  |   |  | 4.4   |  
|Research and development                                  |  |                      | 15.5  |   |             | 7.4   |   |                     |   | 14.0  |           |  | 7.5   |   |  |   | 1.5  |   |  | 10.5  |  
|                                                          |  |                      |       |   |             |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|Total operating expenses                                  |  |                      | 75.6  |   |             | 36.1  |   |                     |   | 71.6  |           |  | 38.3  |   |  |   | 4.0  |   |  | 5.6   |  
|                                                          |  |                      |       |   |             |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|Operating earnings                                        |  |                      | 18.9  |   |             | 9.0   |   |                     |   | 11.9  |           |  | 6.4   |   |  |   | 7.0  |   |  | 58.8  |  
|Interest income                                           |  |                      | 0.8   |   |             | 0.4   |   |                     |   | 1.8   |           |  | 1.0   |   |  |   | (1.0 | ) |  | (55.8 | )
|Interest expense                                          |  |                      | (0.5  | ) |             | (0.3  | ) |                     |   | (0.5  | )         |  | (0.3  | ) |  |   |     |   |  |      |  
|Income tax expense                                        |  |                      | (4.7  | ) |             | (2.2  | ) |                     |   | (2.7  | )         |  | (1.5  | ) |  |   | (2.0 | ) |  | 75.0  |  
|                                                          |  |                      |       |   |             |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|Earnings from continuing operations                       |  | $                    | 14.5  |   |             | 6.9   | % |                     | $ | 10.5  |           |  | 5.6   | % |  | $ | 4.0  |   |  | 38.1  | %
|                                                          |  |                      |       |   |             |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  
|Net earnings per diluted share from continuing operations |  | $                    | 0.46  |   |             |       |   |                     | $ | 0.31  |           |  |       |   |  | $ | 0.15 |   |  |       |  
|                                                          |  |                      |       |   |             |       |   |                     |   |       |           |  |       |   |  |   |      |   |  |       |  



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##### Table of Contents

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 2006 increased by 12.0% and 13.5%, respectively, compared to the prior-year quarter. Revenues for the third quarter of fiscal year 2005 do not include sales from
Polymer Labs, which was acquired in November 2005 and generated revenue of approximately $24 million during the twelve months ended September 30, 2005. Excluding revenue from Polymer Labs, sales in the third quarter of fiscal year 2006
increased by approximately 9% compared to the third quarter of fiscal year 2005.



Geographically, sales into North America of $86.2 million, Europe of $76.8 million, and the rest of the world of $46.8 million in the third quarter of fiscal year 2006 represented increases of 11.1%, 11.4%, and 16.1%,
respectively, compared to the third quarter of fiscal year 2005. The increases in sales into all regions were primarily attributable to stronger demand across a broad range of our products, in particular, mass spectrometers, MR imaging systems and
turbomolecular pumps. To a lesser extent, the acquisition of Polymer Labs also added to the growth in North America and Europe.



Gross Profit. 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. In comparison, gross profit for
the third quarter of fiscal year 2005 reflects the impact of $1.0 million in amortization expense relating to acquisition-related intangible assets and $0.8 million in amortization expense related to inventory written up in connection with the
Magnex acquisition. Excluding the impact of these items, the gross profit percentage increased primarily as a result of sales volume leverage and a mix shift towards higher-margin products including mass spectrometers, MR imaging systems and
turbomolecular pumps.



Selling, General and
Administrative. Selling, general and administrative expenses for the third quarter of fiscal year 2006 included $0.9 million in amortization expense relating to acquisition-related intangible assets, $0.1 million in restructuring and other
related costs and $1.6 million in share-based compensation expense. In comparison, selling, general and administrative expenses for the third quarter of fiscal year 2005 included $3.9 million in restructuring and other related costs and $0.7 million
in acquisition-related intangible amortization. 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 2006 as a result of sales volume leverage and
lower costs of complying with the requirements of Section 404 of the Sarbanes-Oxley Act.



Research and Development. 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 this item, research
and development expenses were relatively flat as a percentage of sales between the periods. The increase in research and development expenses in absolute dollars resulted primarily from the acquisitions of Polymer Labs and IonSpec as well as higher
spending on new product development for primarily information rich detection products.



Restructuring Activities.



Fiscal Year 2005 Plans. During the first quarter of fiscal year 2005, we undertook certain restructuring actions to rationalize our Scientific Instruments field support administration in the United Kingdom following the completion of
our acquisition of Magnex. These actions were undertaken to achieve operational efficiencies and eliminate redundant costs resulting from the acquisition which involved the termination of approximately 20 employees, the consolidation of certain
field support administrative functions previously located in our Walton, United Kingdom location to Magnexs location in Yarnton, United Kingdom and the closure of the Walton facility. Restructuring and other costs directly attributable to this
plan have been included in selling, general and administrative expenses.



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##### Table of Contents

The following table sets forth changes in our restructuring liability during the third quarter of fiscal
year 2006 in connection with this plan:



|                                               |  |                  |    |                    |   |       |       |  |   |       |  
|---------------------------------------------- |  | ---------------- | -- | ------------------ | - | ----- | ----- |  | - | ----- | -
|                                               |  | Employee-Related |    | Facilities-Related |   |       | Total | 
|(in thousands)                                 |  |                  |    |                    |   |       |       |  |   |       |  
|Balance at March 31, 2006                      |  | $                | 47 |                    | $ | 1,091 |       |  | $ | 1,138 |  
|Cash payments                                  |  |                  |   |                    |   | (173  | )     |  |   | (173  | )
|Foreign currency impacts and other adjustments |  |                  | 2  |                    |   | 52    |       |  |   | 54    |  
|                                               |  |                  |    |                    |   |       |       |  |   |       |  
|Balance at June 30, 2006                       |  | $                | 49 |                    | $ | 970   |       |  | $ | 1,019 |  
|                                               |  |                  |    |                    |   |       |       |  |   |       |  



We currently expect
all remaining employee-related and facility-related liabilities to be settled in cash by the end of fiscal year 2007. Since the inception of this plan, we have recorded $1.8 million in related restructuring expense and $0.6 million of other related
costs.



During the third quarter of fiscal year 2005, we
committed to a separate plan to reorganize, consolidate and eliminate certain activities. This plan was undertaken due to the divestiture of our Electronics Manufacturing Business, the result of which was that we had lower revenues and reduced
infrastructure requirements after the divestiture. We determined that this required us to adjust our organization and reduce our cost structure. Costs relating to restructuring activities recorded under this plan have been included in selling,
general and administrative expenses.



Under this plan, certain
administrative functions within our Corporate organization and Scientific Instruments segment were reorganized and consolidated. This involved changes in reporting structures, consolidation of certain activities and the elimination of employee
positions. In addition, this plan involved the elimination of employee positions in certain other operations to reduce our cost structure. These activities were completed in the second quarter of fiscal year 2006.



The measures described above resulted in the elimination of a total of
approximately 70 employee positions, of which approximately 45 were in North America and approximately 20 were in Europe. The costs associated with this plan consist of one-time termination benefits and other related costs for employees in the
Corporate organization and the Scientific Instruments segment whose positions were eliminated.



The following table sets forth changes in our restructuring liability during the third quarter of fiscal year 2006 in connection with this plan:



|                                               |  |                  |     |   |                    |   |       |  |   |     |  
|---------------------------------------------- |  | ---------------- | --- | - | ------------------ | - | ----- |  | - | --- | -
|                                               |  | Employee-Related |     |   | Facilities-Related |   | Total | 
|(in thousands)                                 |  |                  |     |   |                    |   |       |  |   |     |  
|Balance at March 31, 2006                      |  | $                | 270 |   |                    | $ |      |  | $ | 270 |  
|Reversals, net                                 |  |                  | (11 | ) |                    |   |      |  |   | (11 | )
|Cash payments                                  |  |                  | (19 | ) |                    |   |      |  |   | (19 | )
|Foreign currency impacts and other adjustments |  |                  | 9   |   |                    |   |      |  |   | 9   |  
|                                               |  |                  |     |   |                    |   |       |  |   |     |  
|Balance at June 30, 2006                       |  | $                | 249 |   |                    | $ |      |  | $ | 249 |  
|                                               |  |                  |     |   |                    |   |       |  |   |     |  



We currently expect
all remaining employee-related liabilities to be settled in cash by the end of fiscal year 2008. Since the inception of this plan, we have recorded $3.4 million in related restructuring expense and $0.4 million of other related costs.



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##### Table of Contents

Fiscal Year 2003 Plan. During fiscal year 2003, we undertook certain restructuring actions to
improve efficiency and more closely align employee skill sets and other resources with our evolving product mix as a result of our continued emphasis on NMR, mass spectroscopy and consumable products, with a bias toward life science applications. In
addition, actions were undertaken to create a more efficient consumable products operation. These actions primarily impacted the Scientific Instruments segment and involved the termination of approximately 160 employees (principally in sales and
marketing, administration, service and manufacturing functions), the closure of three sales offices and the consolidation of three consumable products factories into one in Southern California. Substantially all of these activities were completed
during fiscal year 2003 except for the termination of approximately 20 employees, which took place in the second and third quarters of fiscal year 2004 and the Southern California facility consolidation, which was initiated in the third quarter of
fiscal year 2003 and was substantially completed in the first quarter of fiscal year 2005. Costs relating to restructuring activities recorded under this plan have been included in selling, general and administrative expenses.



The following table sets forth changes in our restructuring liability during
the third quarter of fiscal year 2006 in connection with this plan:



|                                               |  |                  |     |   |                    |   |      |       |  |   |      |  
|---------------------------------------------- |  | ---------------- | --- | - | ------------------ | - | ---- | ----- |  | - | ---- | -
|                                               |  | Employee-Related |     |   | Facilities-Related |   |      | Total | 
|(in thousands)                                 |  |                  |     |   |                    |   |      |       |  |   |      |  
|Balance at March 31, 2006                      |  | $                | 72  |   |                    | $ | 455  |       |  | $ | 527  |  
|Reversals                                      |  |                  | (47 | ) |                    |   |     |       |  |   | (47  | )
|Cash payments                                  |  |                  |    |   |                    |   | (144 | )     |  |   | (144 | )
|Foreign currency impacts and other adjustments |  |                  | 4   |   |                    |   |     |       |  |   | 4    |  
|                                               |  |                  |     |   |                    |   |      |       |  |   |      |  
|Balance at June 30, 2006                       |  | $                | 29  |   |                    | $ | 311  |       |  | $ | 340  |  
|                                               |  |                  |     |   |                    |   |      |       |  |   |      |  



We expect to settle
all remaining employee-related liabilities by the end of fiscal year 2007, while facility-related payments are currently expected to run through fiscal year 2010. The non-cash portion of restructuring costs recorded in connection with these
restructuring actions was not significant, either in the aggregate or for any single fiscal period. Since the inception of this plan, we have recorded $7.9 million in related restructuring expense and $2.3 million in other related costs.



Restructuring Cost Savings. When they were initiated, each of the
foregoing restructuring plans was eventually expected to result in a reduction in annual operating expenses. The following table sets forth the estimated annual cost savings for each plan as well as where those cost savings were expected to be
realized:



|                                                                                                                                                                                            |  |                               |                            
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------- | ---------------------------
|Restructuring Plan                                                                                                                                                                          |  | Estimated Annual Cost Savings
|Fiscal Year 2003 Plan (Scientific Instruments resource realignment including employee terminations, sales office closures and Southern
California consumable product factory consolidation) |  | $                             | 9.0 million - $11.0 million
|Fiscal Year 2005 Plan (Scientific Instruments United Kingdom field support administration)                                                                                                  |  |                               | $0.8 million - $1.2 million
|Fiscal Year 2005 Plan (Scientific Instruments and corporate administrative functions)                                                                                                       |  |                               | $4.5 million - $5.5 million



These estimated cost
savings are expected to primarily impact selling, general and administrative expenses and, to a lesser extent, cost of sales. 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 our initial estimates.



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Income Tax Expense.The effective income tax rate was 24.6% for the third quarter of fiscal year
2006, compared to 20.4% for the third quarter of fiscal year 2005. The effective income tax rate for the third quarter of fiscal year 2006 included a release of $2.3 million in tax reserves resulting from the positive outcome of tax uncertainties
during the period. The effective income tax rate in the third quarter of fiscal year 2005 included a discrete one-time reduction of income tax expense of approximately $1.8 million as a result of the elimination of withholding tax on certain
dividends under a new tax law enacted in Switzerland during the period.



Earnings from Continuing Operations. Earnings from continuing operations 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, $0.1 million in restructuring and other related costs and $0.6 million in amortization related to inventory written up in connection with recent acquisitions. Earnings from continuing operations for the third quarter of
fiscal year 2005 reflect the impact of $3.9 million in restructuring and other related costs, $1.7 million in acquisition-related intangible amortization and $0.8 million in amortization related to inventory written up in connection with recent
acquisitions. Excluding the impact of these items, the increase in earnings from continuing operations resulted primarily from higher revenues, improved gross profit margins due primarily to sales volume leverage and a mix shift toward higher-margin
products, lower Sarbanes-Oxley Section 404 compliance costs and a release of tax reserves resulting from the positive outcome of tax uncertainties during the third quarter of fiscal year 2006.



Earnings from Discontinued Operations. Earnings from discontinued
operations for the third quarter of fiscal year 2005 include earnings from the disposed Electronics Manufacturing business as well as the gain on that transaction. During the third quarter of fiscal year 2005 we recorded approximately $4.0 million
(net of tax) of additional gain on the sale transaction relating to the settlement of $6.6 million of a net working capital adjustment based on the final balance sheet of the disposed Electronics Manufacturing business.



First Nine Months of Fiscal Year 2006 Compared to First Nine Months of
Fiscal Year 2005



Segment Results



The following table presents comparisons of our sales and operating earnings
for each of those segments and in total for the first nine months of fiscal years 2006 and 2005:



|                               |  |                   |       |   |             |      |   |                    |   |       |           |  |      |   |  |   |      |   |  |      |  
|------------------------------ |  | ----------------- | ----- | - | ----------- | ---- | - | ------------------ | - | ----- | --------- |  | ---- | - |  | - | ---- | - |  | ---- | -
|                               |  | Nine Months Ended |       |   |             |      |   |                    |  
|                               |  | June 30,2006      |       |   | July 1,2005 |      |   | Increase(Decrease) |  
|                               |  | $                 |       |   | % ofSales   |      |   | $                  |   |       | % ofSales |  |      | $ |  |   | %    |  
|(dollars in millions)          |  |                   |       |   |             |      |   |                    |   |       |           |  |      |   |  |   |      |   |  |      |  
|Sales by Segment:              |  |                   |       |   |             |      |   |                    |   |       |           |  |      |   |  |   |      |   |  |      |  
|Scientific Instruments         |  | $                 | 503.0 |   |             |      |   |                    | $ | 469.2 |           |  |      |   |  | $ | 33.8 |   |  | 7.2  | %
|Vacuum Technologies            |  |                   | 112.1 |   |             |      |   |                    |   | 105.5 |           |  |      |   |  |   | 6.6  |   |  | 6.2  |  
|                               |  |                   |       |   |             |      |   |                    |   |       |           |  |      |   |  |   |      |   |  |      |  
|Total company                  |  | $                 | 615.1 |   |             |      |   |                    | $ | 574.7 |           |  |      |   |  | $ | 40.4 |   |  | 7.0  | %
|                               |  |                   |       |   |             |      |   |                    |   |       |           |  |      |   |  |   |      |   |  |      |  
|Operating Earnings by Segment: |  |                   |       |   |             |      |   |                    |   |       |           |  |      |   |  |   |      |   |  |      |  
|Scientific Instruments         |  | $                 | 41.4  |   |             | 8.2  | % |                    | $ | 33.9  |           |  | 7.2  | % |  | $ | 7.5  |   |  | 22.2 | %
|Vacuum Technologies            |  |                   | 21.8  |   |             | 19.5 |   |                    |   | 17.8  |           |  | 16.9 |   |  |   | 4.0  |   |  | 22.7 |  
|                               |  |                   |       |   |             |      |   |                    |   |       |           |  |      |   |  |   |      |   |  |      |  
|Total segments                 |  |                   | 63.2  |   |             | 10.3 |   |                    |   | 51.7  |           |  | 9.0  |   |  |   | 11.5 |   |  | 22.4 |  
|General corporate              |  |                   | (12.7 | ) |             | (2.1 | ) |                    |   | (12.4 | )         |  | (2.2 | ) |  |   | (0.3 | ) |  | (2.5 | )
|                               |  |                   |       |   |             |      |   |                    |   |       |           |  |      |   |  |   |      |   |  |      |  
|Total company                  |  | $                 | 50.5  |   |             | 8.2  | % |                    | $ | 39.3  |           |  | 6.8  | % |  | $ | 11.2 |   |  | 28.6 | %
|                               |  |                   |       |   |             |      |   |                    |   |       |           |  |      |   |  |   |      |   |  |      |  



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Scientific Instruments. The increase in Scientific Instruments sales was primarily attributable to
higher sales volume of MR imaging systems, mass spectrometers and other analytical instruments for both life science and industrial applications. Scientific Instruments revenues for the first nine months of fiscal year 2005 do not include sales from
Polymer Labs, which was acquired in November 2005 and generated revenue of approximately $24 million during the twelve months ended September 30, 2005.



Scientific Instruments operating earnings for the first nine months of fiscal year 2006 reflect an in-process research and development charge of $0.8
million, acquisition-related intangible amortization of $6.1 million, restructuring and other related costs of $0.3 million and amortization of $3.9 million related to inventory written up in connection with the acquisitions of Magnex, Polymer Labs
and IonSpec. In addition, operating earnings for the first nine months of fiscal year 2006 include the impact of share-based compensation expense of $2.6 million as a result of our adoption of SFAS 123(R) during the first quarter of fiscal year
2006. In comparison, Scientific Instruments operating earnings for the first nine months of fiscal year 2005 reflect an in-process research and development charge of $0.7 million, acquisition-related intangible amortization of $4.8 million,
restructuring and other related costs of $6.6 million and amortization of $3.9 million related to inventory written up in connection with the Magnex acquisition. Excluding the impact of these items, the increase in operating earnings as a percentage
of sales resulted primarily from sales volume leverage and a mix shift toward higher-margin products including mass spectrometers and MR imaging systems and away from lower-margin high-field NMR systems. The positive impact of these factors was
partially offset by higher operating expenses related to recent acquisitions.



Vacuum Technologies. The increase in Vacuum Technologies sales was driven by higher sales volume of products, particularly turbomolecular pumps, for both life science and industrial applications.



Vacuum Technologies operating earnings for the first nine months of fiscal
year 2006 include the impact of share-based compensation expense of $0.8 million as a result of our adoption of SFAS 123(R) during the first quarter of fiscal year 2006. Excluding the impact of this amount, the increase in Vacuum Technologies
operating earnings as a percentage of sales was primarily attributable to sales volume leverage, increased sales of higher-margin products (particularly turbomolecular pumps), and reduced costs from the consolidation of and process improvements in
the segments vacuum pump exchange operations and lower warranty costs.



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Consolidated Results



The following table presents comparisons of our sales and other selected consolidated financial results for the first nine months of fiscal years 2006 and
2005:



|                                                      |  |                   |       |   |             |       |   |                     |   |       |            |  |       |   |  |   |      |   |  |       |  
|----------------------------------------------------- |  | ----------------- | ----- | - | ----------- | ----- | - | ------------------- | - | ----- | ---------- |  | ----- | - |  | - | ---- | - |  | ----- | -
|                                                      |  | Nine Months Ended |       |   |             |       |   |                     |  
|                                                      |  | June 30,2006      |       |   | July 1,2005 |       |   | Increase (Decrease) |  
|                                                      |  | $                 |       |   | % of Sales  |       |   | $                   |   |       | % of Sales |  |       | $ |  |   | %    |  
|(dollars in millions, except per share data)          |  |                   |       |   |             |       |   |                     |   |       |            |  |       |   |  |   |      |   |  |       |  
|Sales                                                 |  | $                 | 615.1 |   |             | 100.0 | % |                     | $ | 574.7 |            |  | 100.0 | % |  | $ | 40.4 |   |  | 7.0   | %
|                                                      |  |                   |       |   |             |       |   |                     |   |       |            |  |       |   |  |   |      |   |  |       |  
|Gross profit                                          |  |                   | 273.4 |   |             | 44.4  |   |                     |   | 248.1 |            |  | 43.1  |   |  |   | 25.3 |   |  | 10.2  |  
|                                                      |  |                   |       |   |             |       |   |                     |   |       |            |  |       |   |  |   |      |   |  |       |  
|Operating expenses:                                   |  |                   |       |   |             |       |   |                     |   |       |            |  |       |   |  |   |      |   |  |       |  
|Selling, general and administrative                   |  |                   | 178.0 |   |             | 28.9  |   |                     |   | 167.0 |            |  | 29.1  |   |  |   | 11.0 |   |  | 6.6   |  
|Research and development                              |  |                   | 44.1  |   |             | 7.2   |   |                     |   | 41.1  |            |  | 7.1   |   |  |   | 3.0  |   |  | 7.4   |  
|Purchased in-process research and development         |  |                   | 0.8   |   |             | 0.1   |   |                     |   | 0.7   |            |  | 0.1   |   |  |   | 0.1  |   |  | 8.0   |  
|                                                      |  |                   |       |   |             |       |   |                     |   |       |            |  |       |   |  |   |      |   |  |       |  
|Total operating expenses                              |  |                   | 222.9 |   |             | 36.2  |   |                     |   | 208.8 |            |  | 36.3  |   |  |   | 14.1 |   |  | 6.7   |  
|                                                      |  |                   |       |   |             |       |   |                     |   |       |            |  |       |   |  |   |      |   |  |       |  
|Operating earnings                                    |  |                   | 50.5  |   |             | 8.2   |   |                     |   | 39.3  |            |  | 6.8   |   |  |   | 11.2 |   |  | 28.6  |  
|Interest income                                       |  |                   | 2.8   |   |             | 0.5   |   |                     |   | 4.1   |            |  | 0.7   |   |  |   | (1.3 | ) |  | 32.6  |  
|Interest expense                                      |  |                   | (1.6  | ) |             | (0.3  | ) |                     |   | (1.7  | )          |  | (0.2  | ) |  |   | 0.1  |   |  | 5.7   |  
|Income tax expense                                    |  |                   | (16.3 | ) |             | (2.6  | ) |                     |   | (9.6  | )          |  | (1.7  | ) |  |   | (6.7 | ) |  | (69.6 | )
|                                                      |  |                   |       |   |             |       |   |                     |   |       |            |  |       |   |  |   |      |   |  |       |  
|Earnings from continuing operations                   |  | $                 | 35.4  |   |             | 5.8   | % |                     | $ | 32.1  |            |  | 5.6   | % |  | $ | 3.3  |   |  | 10.2  | %
|                                                      |  |                   |       |   |             |       |   |                     |   |       |            |  |       |   |  |   |      |   |  |       |  
|Earnings per diluted share from continuing operations |  | $                 | 1.12  |   |             |       |   |                     | $ | 0.92  |            |  |       |   |  | $ | 0.20 |   |  |       |  
|                                                      |  |                   |       |   |             |       |   |                     |   |       |            |  |       |   |  |   |      |   |  |       |  



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 2006 increased by 7.2% and 6.2%, respectively, compared to the first nine months
of fiscal year 2005. Revenues for the first nine months of fiscal year 2005 do not include sales from Polymer Labs, which was acquired in November 2005 and generated revenue of approximately $24 million during the twelve months ended
September 30, 2005. Excluding revenue from Polymer Labs, sales in the first nine months of fiscal year 2006 increased by approximately 4% compared to the first nine months of fiscal year 2005.



Geographically, sales into North America of $245.8 million, Europe of $229.4
million, and the rest of the world of $139.9 million in the first nine months of fiscal year 2006 represented increases of 4.4%, 3.1% and 19.7%, respectively, compared to the first nine months of fiscal year 2005. The increase in sales into the rest
of the world was primarily the result of higher sales of our products, in particular, MR imaging systems, mass spectrometers and turbomolecular pumps. Excluding the impact of the Polymer Labs acquisition, sales into North America were slightly
higher and sales into Europe were slightly lower during the first nine months of fiscal year 2006.



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Gross Profit. 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 Magnex, Polymer Labs and IonSpec acquisitions and share-based
compensation expense of $0.3 million. In comparison, gross profit for the first nine months of fiscal year 2005 reflects the impact of $2.9 million in amortization expense relating to acquisition-related intangible assets and $3.9 million in
amortization expense related to inventory written up in connection with the Magnex acquisition. Excluding the impact of these items, the gross profit percentage increased primarily as a result of sales volume leverage, a mix shift towards higher
margin products including mass spectrometers, MR imaging systems and turbomolecular pumps and away from lower-margin, high field NMR systems. In addition, reduced costs resulting from the consolidation of and process improvements in the pump
exchange operations in our Vacuum Technologies segment positively impacted the gross margin percentage by approximately 10-20 basis points.



Selling, General and Administrative. Selling, general and administrative expenses for the first nine months of fiscal year 2006 included $2.4
million in amortization expense relating to acquisition-related intangible assets, $0.3 million in restructuring and other related costs and $5.5 million in share-based compensation expense. In comparison, selling, general and administrative
expenses for the first nine months of fiscal year 2005 included $6.8 million in restructuring and other related costs, $2.0 million in acquisition-related intangible amortization and a loss of $1.5 million relating to the settlement of a defined
benefit pension plan. Excluding the impact of these items, selling, general and administrative expenses were slightly higher as a percentage of sales as a result of higher operating expenses related to recent acquisitions in the Scientific
Instruments segment. This was partially offset by sales volume leverage and lower costs of complying with the requirements of Section 404 of the Sarbanes-Oxley Act, which were 0.2% of sales in the first nine months of fiscal year 2006, compared
to 0.6% of sales in the first nine months of fiscal year 2005. For the full fiscal year 2006, we currently expect these Sarbanes-Oxley Section 404 compliance costs to be at least 40% below the approximately $5 million incurred in fiscal year
2005.



Research and Development. Research and
development expenses for the first nine months of fiscal year 2006 reflect the impact of share-based compensation expense of $0.4 million. Excluding this item, research and development expenses were relatively flat as a percentage of sales between
the periods. The increase in research and development expenses in absolute dollars was primarily due to the acquisitions of Polymer Labs and IonSpec as well as higher spending on new product development for primarily information rich detection
products.



Restructuring Activities.



Fiscal Year 2005 Plans. During the first quarter of fiscal year 2005,
we undertook certain restructuring actions to rationalize our Scientific Instruments field support administration in the United Kingdom following the completion of our acquisition of Magnex. These actions were undertaken to achieve operational
efficiencies and eliminate redundant costs resulting from the acquisition which involved the termination of approximately 20 employees, the consolidation of certain field support administrative functions previously located in our Walton, United
Kingdom location to Magnexs location in Yarnton, United Kingdom and the closure of the Walton facility. Restructuring and other costs directly attributable to this plan have been included in selling, general and administrative expenses.



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##### Table of Contents

The following table sets forth changes in our restructuring liability during the first nine months of
fiscal year 2006 in connection with this plan:



|                                               |  |                  |     |   |                    |   |       |       |  |   |       |  
|---------------------------------------------- |  | ---------------- | --- | - | ------------------ | - | ----- | ----- |  | - | ----- | -
|                                               |  | Employee-Related |     |   | Facilities-Related |   |       | Total | 
|(in thousands)                                 |  |                  |     |   |                    |   |       |       |  |   |       |  
|Balance at September 30, 2005                  |  | $                | 82  |   |                    | $ | 1,153 |       |  | $ | 1,235 |  
|Cash payments                                  |  |                  | (36 | ) |                    |   | (431  | )     |  |   | (467  | )
|Foreign currency impacts and other adjustments |  |                  | 3   |   |                    |   | 248   |       |  |   | 251   |  
|                                               |  |                  |     |   |                    |   |       |       |  |   |       |  
|Balance at June 30, 2006                       |  | $                | 49  |   |                    | $ | 970   |       |  | $ | 1,019 |  
|                                               |  |                  |     |   |                    |   |       |       |  |   |       |  



We currently expect
all remaining employee-related and facility-related liabilities to be settled in cash by the end of fiscal year 2007. We incurred $0.2 million in other costs relating directly to this restructuring plan during the first nine months of fiscal year
2006. This amount was comprised of employee relocation and retention costs, which will be settled in cash. Since the inception of this plan, we have recorded $1.8 million in related restructuring expense and $0.6 million of other related costs.



During the third quarter of fiscal year 2005, we committed to
a separate plan to reorganize, consolidate and eliminate certain activities. This plan was undertaken due to the divestiture of our Electronics Manufacturing Business, the result of which was that we had lower revenues and reduced infrastructure
requirements after the divestiture. We determined that this required us to adjust our organization and reduce our cost structure. Costs relating to restructuring activities recorded under this plan have been included in selling, general and
administrative expenses.



Under this plan, certain
administrative functions within our Corporate organization and Scientific Instruments segment were reorganized and consolidated. This involved changes in reporting structures, consolidation of certain activities and the elimination of employee
positions. In addition, this plan involved the elimination of employee positions in certain other operations to reduce our cost structure. These activities were completed in the second quarter of fiscal year 2006.



The measures described above resulted in the elimination of a total of
approximately 70 employee positions, of which approximately 45 were in North America and approximately 20 were in Europe. The costs associated with this plan consist of one-time termination benefits and other related costs for employees in the
Corporate organization and the Scientific Instruments segment whose positions were eliminated.



The following table sets forth changes in our restructuring liability during the first nine months of fiscal year 2006 in connection with this plan:



|                              |  |                  |      |   |                    |   |       |  |   |      |  
|----------------------------- |  | ---------------- | ---- | - | ------------------ | - | ----- |  | - | ---- | -
|                              |  | Employee-Related |      |   | Facilities-Related |   | Total | 
|(in thousands)                |  |                  |      |   |                    |   |       |  |   |      |  
|Balance at September 30, 2005 |  | $                | 844  |   |                    | $ |      |  | $ | 844  |  
|Reversals, net                |  |                  | (10  | ) |                    |   |      |  |   | (10  | )
|Cash payments                 |  |                  | (585 | ) |                    |   |      |  |   | (585 | )
|                              |  |                  |      |   |                    |   |       |  |   |      |  
|Balance at June 30, 2006      |  | $                | 249  |   |                    | $ |      |  | $ | 249  |  
|                              |  |                  |      |   |                    |   |       |  |   |      |  



We currently expect
all remaining employee-related liabilities to be settled in cash by the end of fiscal year 2008. Since the inception of this plan, we have recorded $3.4 million in related restructuring expense and $0.4 million of other related costs.



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Fiscal Year 2003 Plan. During fiscal year 2003, we undertook certain restructuring actions to
improve efficiency and more closely align employee skill sets and other resources with our evolving product mix as a result of our continued emphasis on NMR, mass spectroscopy and consumable products, with a bias toward life science applications. In
addition, actions were undertaken to create a more efficient consumable products operation. These actions primarily impacted the Scientific Instruments segment and involved the termination of approximately 160 employees (principally in sales and
marketing, administration, service and manufacturing functions), the closure of three sales offices and the consolidation of three consumable products factories into one in Southern California. Substantially all of these activities were completed
during fiscal year 2003 except for the termination of approximately 20 employees, which took place in the second and third quarters of fiscal year 2004 and the Southern California facility consolidation, which was initiated in the third quarter of
fiscal year 2003 and was substantially completed in the first quarter of fiscal year 2005. Costs relating to restructuring activities recorded under this plan have been included in selling, general and administrative expenses.



The following table sets forth changes in our restructuring liability during
the first nine months of fiscal year 2006 in connection with this plan:



|                              |  |                  |     |   |                    |   |      |       |  |   |      |  
|----------------------------- |  | ---------------- | --- | - | ------------------ | - | ---- | ----- |  | - | ---- | -
|                              |  | Employee-Related |     |   | Facilities-Related |   |      | Total | 
|(in thousands)                |  |                  |     |   |                    |   |      |       |  |   |      |  
|Balance at September 30, 2005 |  | $                | 76  |   |                    | $ | 539  |       |  | $ | 615  |  
|Reversals                     |  |                  | (47 | ) |                    |   |     |       |  |   | (47  | )
|Cash payments                 |  |                  |    |   |                    |   | (228 | )     |  |   | (228 | )
|                              |  |                  |     |   |                    |   |      |       |  |   |      |  
|Balance at June 30, 2006      |  | $                | 29  |   |                    | $ | 311  |       |  | $ | 340  |  
|                              |  |                  |     |   |                    |   |      |       |  |   |      |  



We expect to settle
all remaining employee-related liabilities by the end of fiscal year 2007, while facility-related payments are currently expected to run through fiscal year 2010. The non-cash portion of restructuring costs recorded in connection with these
restructuring actions was not significant, either in the aggregate or for any single fiscal period. Since the inception of this plan, we have recorded $7.9 million in related restructuring expense and $2.3 million in other related costs.



Income Tax Expense.The effective income tax rate was 31.6% for the
first nine months of fiscal year 2006, compared to 23.1% for the first nine months of fiscal year 2005. These effective income tax rates were impacted by in-process research and development charges of $0.8 million and $0.7 million, respectively. The
effective income tax rate for the first nine months of fiscal year 2006 included a release of $2.3 million in tax reserves resulting from the positive outcome of tax uncertainties during the period. The effective income tax rate in the first nine
months of fiscal year 2005 included two separate discrete, one-time events that resulted in reductions of income tax expense during the period. The first discrete tax item, which resulted from a change in the treatment of foreign tax credits under
new U.S. law enacted during the period, reduced income tax expense by approximately $3.0 million. The second discrete item, which resulted from the elimination of withholding tax on certain dividends under a new tax law enacted in Switzerland during
the period, reduced income tax expense by approximately $1.8 million. We currently expect our effective income tax rate to be approximately 33% for the full fiscal year 2006, which compares to 26.4% for fiscal year 2005.



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Earnings from Continuing Operations. Earnings from continuing operations 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, an in-process research and development charge of $0.8 million and $0.3 million in restructuring and other related costs. Earnings from continuing operations for the first nine months of fiscal year 2005 reflect the impact of $4.8
million in acquisition-related intangible amortization, $3.9 million in amortization related to inventory written up in connection with recent acquisitions, an in-process research and development charge of $0.7 million, restructuring and other
related costs of $6.8 million, a settlement loss of $1.5 million relating to a defined benefit pension plan in Australia and a reduction in income tax expense of $4.8 million relating to discrete, one-time tax events during the period. Excluding the
impact of these items, the increase in earnings from continuing operations resulted primarily from improved gross profit margins due to sales volume leverage, a mix shift toward higher-margin products, lower Sarbanes-Oxley Section 404
compliance costs and a release of tax reserves resulting from the positive outcome of tax uncertainties during the period. The increase from these factors was partially offset by higher operating expenses related to recent acquisitions in the
Scientific Instruments segment.



Earnings from Discontinued
Operations. Earnings from discontinued operations for the first nine months of fiscal year 2005 include earnings of $5.2 million (net of tax) generated from the operations of the disposed Electronics Manufacturing business in that period prior
to its sale as well as the one-time book gain of $74.0 million (net of tax) on the sale transaction.



Critical Accounting Policies



The accounting policies that we consider to be our most critical (those that are most important to the portrayal of our financial condition and results of operations and that require our most difficult, subjective or complex judgments), the
effects of those accounting policies applied and the judgments made in their application are summarized in Item 7Managements Discussion and Analysis of Financial Condition and Results of OperationsCritical Accounting
Policies in our Annual Report on Form 10-K for the fiscal year ended September 30, 2005. As a result of our adoption of Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards No.
(SFAS) 123(R), Share-Based Payment, during the first quarter of fiscal year 2006, we also consider our accounting policy relating to share-based compensation, which is set forth in Note 4 to the Unaudited Condensed
Consolidated Financial Statements and summarized below, to be critical.



Share-based Compensation. SFAS 123(R) requires the measurement and recognition of compensation expense for all share-based payment awards including employee stock options and shares issued under our employee stock purchase plan based
on estimated fair values. Under SFAS 123(R), we estimate the value of share-based payments on the date of grant using the Black-Scholes model, which was also used previously for the purpose of providing pro forma financial information as required
under SFAS 123. The determination of fair value of share-based payment awards on the date of grant using the Black-Scholes model is affected by our stock price as well as assumptions regarding a number of variables including the expected term of
awards, expected stock price volatility and expected forfeitures.



Prior to the first quarter of fiscal year 2006, we used historical stock price volatility in preparing our pro forma information under SFAS 123. Under SFAS 123(R), we use a combination of historical and implied volatility to establish the
expected volatility assumption based upon our assessment that such information is more reflective of current market conditions and a better indicator of expected future volatility. SFAS 123(R) also requires forfeitures to be estimated at the time of
grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Expected forfeitures, as well as the expected term of awards, were estimated based on historical experience. Future changes in these
assumptions, our stock price or certain other factors could result in changes in our share-based compensation expense in future periods.



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Liquidity and Capital Resources



We generated $34.3 million of cash from operating activities in the first nine months of fiscal year 2006, compared to $47.9
million generated in the first nine months of fiscal year 2005. Operating cash flows in the first nine months of fiscal 2006 exclude $5.6 million in excess tax benefits from share-based compensation expense pursuant to SFAS 123(R). Operating cash
flows in the first nine months of fiscal year 2005 include cash flows provided by discontinued operations of $1.9 million. Excluding these items, the reduction in cash from operating activities was primarily driven by a relative increases in
accounts receivable ($19.8 million) and inventories ($17.4 million), partially offset by a relative increase in accrued liabilities ($16.2 million). The relative increase in accounts receivable was primarily due to higher sales volume, particularly
late in the nine-month period, and the timing of customer payments, while the relative increase in inventories related primarily to our ongoing transition to internally sourced magnets for our MR products, the timing of new product launches and
higher orders in the first nine months of fiscal year 2006. The relative increase in accrued liabilities was primarily due to lower income tax payments during the first nine months of fiscal year 2006.



We used $85.2 million of cash for investing activities in the first nine
months of fiscal year 2006, which compares to $146.6 million generated from investing activities in the first nine months of fiscal year 2005. The use of cash for investing activities during the first nine months of fiscal year 2006 related
primarily to the payment of $44.3 million and $14.5 million for the acquisitions of Polymer Labs and IonSpec, respectively, during the period as well as contingent and retained consideration payments totaling $11.3 million relating to prior-year
acquisitions. Cash provided by investing activities during the first nine months of fiscal year 2005 related primarily to the pretax proceeds of $172.0 million from the sale of the Electronics Manufacturing business, partially offset by $28.3
million in payments made for the acquisition of Magnex. In addition, we generated $35.0 million from the sale of short-term investments during the first nine months of fiscal year 2005, which was partially offset by the purchase of short-term
investments of $10.0 million. No purchases or sales of short-term investments were made in first nine months of fiscal year 2006.



We used $19.2 million of cash for financing activities in the first nine months of fiscal year 2006, which compares to $132.7 million used for financing
activities in the first nine months of fiscal year 2005. The decrease in cash used for financing activities was primarily due to lower expenditures to repurchase and retire common stock, the repayment of a long-term note payable ($4.6 million)
during the first nine months of fiscal year 2005 and the inclusion of $5.6 million of excess tax benefits from share-based compensation expense pursuant to SFAS 123(R) in the first nine months of fiscal year 2006. Expenditures to repurchase and
retire common stock as a result of a continued effort to utilize excess cash to reduce the number of outstanding common shares were partially offset by larger proceeds from the issuance of common stock due to higher stock option exercise volume
during the first nine months of fiscal year 2006.



As of
June 30, 2006, we had a total of $75.6 million in uncommitted and unsecured credit facilities for working capital purposes with interest rates to be established at the time of borrowing. No borrowings were outstanding under these credit
facilities as of June 30, 2006. Of the $75.6 million in uncommitted and unsecured credit facilities, a total of $49.0 million was limited for use by, or in favor of, certain subsidiaries at June 30, 2006, and a total of $12.5 million of
this $49.0 million was being utilized in the form of bank guarantees and short-term standby letters of credit. These guarantees and letters of credit related primarily to advance payments and deposits made to our subsidiaries by customers for which
separate liabilities were recorded in the consolidated financial statements at June 30, 2006. No amounts had been drawn by beneficiaries under these or any other outstanding guarantees or letters of credit as of that date.



As of June 30, 2006, we had $27.5 million in term loans outstanding,
compared to $30.0 million at September 30, 2005. As of both June 30, 2006 and September 30, 2005, fixed interest rates on the term loans ranged from 6.7% to 7.2%. The weighted-average interest rate on the term loans was 6.8% at
both June 30, 2006 and September 30, 2005. The term loans contain certain covenants that limit future borrowings and the payment of cash dividends and require the maintenance of certain levels of working capital and operating results. We
were in compliance with all restrictive covenants of the term loan agreements at June 30, 2006.



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In connection with the Magnex acquisition, we have accrued but not yet paid a portion of the purchase
price amounts that have been retained to secure the sellers indemnification obligations. As of June 30, 2006, retained amounts for the Magnex acquisition totaled $3.0 million, which is due to be paid (or received in the form of notes
payable by us at the sellers elections), net of any indemnification claims, in November 2006.



In connection with Polymer Labs acquisition, a total of $2.0 million of the $41.6 million purchase price paid at the closing of the acquisition is being
held in escrow to secure the sellers indemnification obligations. This amount will be released to the sellers (net of any indemnification claims) in January 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 30, 2006, retained amounts for the IonSpec acquisition totaled $1.4 million, which is due to be paid, net of any indemnification claims, in equal installments in
February 2007 and February 2008.



As of June 30, 2006, up
to a maximum of $42.0 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 30, 2006:



|                  |  |                                   |  |                    |  |                            
|----------------- |  | --------------------------------- |  | ------------------ |  | ---------------------------
|Acquired business |  | Remainingamountavailable(maximum) |  | Measurement period |  | Measurement period end date
|IonSpec           |  | $14.0 million                     |  | 3 years            |  | February 2009              
|Magnex            |  | $5.0 million                      |  | 3 years            |  | November 2007              
|Polymer Labs      |  | $23.0 million                     |  | 3 years            |  | November 2008              



In addition to the
above amounts, we paid $1.4 million in the third quarter of fiscal year 2006 for the final contingent consideration payment due to the sellers in connection with the Bear Instruments, Inc. business (acquired in fiscal year 2001).



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 14 of the Notes to the Unaudited Condensed Consolidated Financial Statements).



We had no material cancelable commitments for capital expenditures as of June 30, 2006. In the aggregate, we currently anticipate that our capital
expenditures will be between $6 million and $11 million during the fourth quarter of fiscal year 2006.



On November 9, 2005, our Board of Directors approved a stock repurchase program under which we are authorized to utilize up to $100 million to
repurchase shares of common stock. This repurchase program is effective until September 30, 2007. As of June 30, 2006, we had remaining authorization to repurchase $50.9 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.



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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, and minimum purchase commitments (net of deposits paid) under
long-term, non-cancelable vendor agreements as of June 30, 2006:



|                                           |  |                                |       |              |      |        |      |   |        |  |      |       |            |   |       |  |   |       |  |   |        |  |   |       
|------------------------------------------ |  | ------------------------------ | ----- | ------------ | ---- | ------ | ---- | - | ------ |  | ---- | ----- | ---------- | - | ----- |  | - | ----- |  | - | ------ |  | - | ------
|                                           |  | ThreeMonthsEndingSept. 29,2006 |       | Fiscal Years |      |       
|                                           |  |                                | 2007  |              | 2008 |        | 2009 |   | 2010   |  | 2011 |       | Thereafter |   | Total
|(in thousands)                             |  |                                |       |              |      |        |      |   |        |  |      |       |            |   |       |  |   |       |  |   |        |  |   |       
|Operating leases                           |  | $                              | 3,613 |              | $    | 8,203  |      | $ | 5,157  |  | $    | 3,257 |            | $ | 2,313 |  | $ | 1,697 |  | $ | 6,514  |  | $ | 30,754
|Long-term debt (including current portion) |  |                                |      |              |      | 2,500  |      |   | 6,250  |  |      |      |            |   | 6,250 |  |   |      |  |   | 12,500 |  |   | 27,500
|Purchase obligations, net of deposit paid  |  |                                | 1,408 |              |      |       |      |   |       |  |      |      |            |   |      |  |   |      |  |   |       |  |   | 1,408 
|                                           |  |                                |       |              |      |        |      |   |        |  |      |       |            |   |       |  |   |       |  |   |        |  |   |       
|Total contractual cash obligations         |  | $                              | 5,021 |              | $    | 10,703 |      | $ | 11,407 |  | $    | 3,257 |            | $ | 8,563 |  | $ | 1,697 |  | $ | 19,014 |  | $ | 59,662
|                                           |  |                                |       |              |      |        |      |   |        |  |      |       |            |   |       |  |   |       |  |   |        |  |   |       



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 30, 2006. In
the event that these commitments are canceled for reasons other than the suppliers default, we may be responsible for reimbursement of actual costs incurred by the supplier.



As of June 30, 2006, 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 $42.0 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 November 2004, the FASB issued SFAS 151, Inventory
Costs, an amendment of ARB No. 43, Chapter 4. The amendments made by SFAS 151 clarify that abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) should be recognized as current-period charges
and require the allocation of fixed production overheads to inventory based on the normal capacity of the production facilities. The guidance is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Our
adoption of SFAS 151 during the first quarter of fiscal year 2006 did not have a material impact on our financial condition or results of operations.



In March 2005, the FASB issued Financial Interpretation No. (FIN) 47, Accounting for Conditional Asset Retirement Obligations, which
clarified the guidance set forth in SFAS 143, Accounting for Asset Retirement Obligations,relating to conditional asset retirement obligations.FIN 47 requires companies to recognize a liability for the fair value of a conditional
asset retirement obligation if the fair value can be reasonably estimated even though uncertainty exists about the timing and/or method of settlement. It also provides additional guidance for assessing whether sufficient information is
available to make a reasonable estimate of the fair value of an asset retirement obligation. The cumulative effect (if any) of initially applying FIN 47 is to be recorded as a change in accounting principle. We are required to adopt FIN 47 in
the fourth quarter of fiscal year 2006. We are currently evaluating the requirements of FIN 47 and are not yet able to determine whether its adoption will have a material impact on our financial condition or results of operations.



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In November 2005, the FASB issued FASB Staff Position (FSP) FAS 115-1 and FAS 124-1,
The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments, which addresses the determination as to when an investment in equity securities (including cost method investments) and debt securities is considered
impaired, whether that impairment is other than temporary and the measurement of an impairment loss. FSP FAS 115-1 and FAS 124-1 nullifies certain requirements under EITF Issue No. 03-01, The Meaning of Other-Than-Temporary Impairment and
Its Application to Certain Investments.The guidance in FSP FAS 115-1 and FAS 124-1 is effective for reporting periods beginning after December 15, 2005. Our adoption of FSP FAS 115-1 and FAS 124-1 in the second quarter of fiscal year 2006
did not have a material impact on our financial position or results of operations.



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 will have a material impact on our
financial condition or results of operations.



|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 30, 2006, there were no outstanding forward contracts designated
as cash flow hedges of forecasted transactions. During the first nine months of fiscal year 2006, 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. A summary of all foreign
exchange forward contracts that were outstanding as of June 30, 2006 follows:



|                  |  |                   |        |                        |   |       
|----------------- |  | ----------------- | ------ | ---------------------- | - | ------
|                  |  | NotionalValueSold |        | NotionalValuePurchased
|(in thousands)    |  |                   |        |                        |   |       
|Euro              |  | $                 |       |                        | $ | 55,895
|Australian dollar |  |                   |       |                        |   | 30,824
|British pound     |  |                   | 25,947 |                        |   |      
|Japanese yen      |  |                   | 6,691  |                        |   |      
|Canadian dollar   |  |                   | 6,469  |                        |   |      
|Swiss franc       |  |                   |       |                        |   | 1,619 
|Danish krona      |  |                   | 1,396  |                        |   |      
|                  |  |                   |        |                        |   |       
|                  |  | $                 | 40,503 |                        | $ | 88,338
|                  |  |                   |        |                        |   |       



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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 30, 2006, 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.



Debt Obligations.



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



|                                           |  |                                |      |   |              |      |       |   |      |   |       |      |  |   |      |   |  |            |       |   |       |   |   |   |  |   |        |   |  |   |        |  
|------------------------------------------ |  | ------------------------------ | ---- | - | ------------ | ---- | ----- | - | ---- | - | ----- | ---- |  | - | ---- | - |  | ---------- | ----- | - | ----- | - | - | - |  | - | ------ | - |  | - | ------ | -
|                                           |  | ThreeMonthsEndingSept. 29,2006 |      |   | Fiscal Years |      |       |   |     
|                                           |  |                                | 2007 |   |              | 2008 |       |   | 2009 |   |       | 2010 |  |   | 2011 |   |  | Thereafter |       |   | Total |  
|(dollars in thousands)                     |  |                                |      |   |              |      |       |   |      |   |       |      |  |   |      |   |  |            |       |   |       |   |   |   |  |   |        |   |  |   |        |  
|Long-term debt (including current portion) |  | $                              |     |   |              | $    | 2,500 |   |      | $ | 6,250 |      |  | $ |     |   |  | $          | 6,250 |   |       | $ |  |   |  | $ | 12,500 |   |  | $ | 27,500 |  
|Average interest rate                      |  |                                |     | % |              |      | 7.2   | % |      |   | 6.7   | %    |  |   |     | % |  |            | 6.7   | % |       |   |  | % |  |   | 6.7    | % |  |   | 6.8    | %



Defined Benefit
Retirement 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,
determine whether these rates are reasonable and, if necessary, adjust them. 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 30, 2005, the estimated long-term rate of return on our defined benefit pension plan assets ranged from 0.5% to 6.5% (weighted-average of 5.2%), and the assumed
discount rate for our defined benefit pension plan obligations ranged from 2.0% to 5.1% (weighted-average of 4.6%).



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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 $1.6 million in fiscal year 2005 (excluding a settlement loss), $2.7 million in fiscal year 2004 (excluding curtailment gains) and $2.3 million in fiscal year 2003, and
expect our net periodic pension cost to be approximately $2.3 million in fiscal year 2006. 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 2006 by $0.9 million or $0.3 million, respectively. As of September 30, 2005, our projected benefit obligation relating to defined benefit pension plans was $46.1 million. A one percent decrease in the weighted-average estimated
discount rate would increase this obligation by $12.3 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 30, 2006), our disclosure controls and procedures were effective.



Inherent Limitations on the Effectiveness of Controls. The Companys management, including the Chief Executive Officer and Chief Financial
Officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent all error and all fraud. A control system, no matter how well designed and operated, can only provide reasonable, not absolute,
assurance that the control systems objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and 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, by collusion of two or more people, or by management override
of the controls. 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 2006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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PART II



OTHER INFORMATION



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



SeeItem 1ARisk Factors presented in our Annual Report on Form 10-K for the fiscal year ended September 30, 2005, which we
encourage you to carefully consider.



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



(c)Stock Repurchase Program.The following table summarizes information relating to our stock repurchases during the third quarter of fiscal year 2006:



|                                         |  |                   |  |                        |       |                                                                          |   |                                                                     |  |   |       
|---------------------------------------- |  | ----------------- |  | ---------------------- | ----- | ------------------------------------------------------------------------ | - | ------------------------------------------------------------------- |  | - | ------
|Fiscal Month                             |  | SharesRepurchased |  | Average PricePer Share |       | Total Value of SharesRepurchased as Part ofPublicly AnnouncedPlan (1)(2) |   | Maximum Total Valueof Shares that May YetBe Purchased Underthe Plan
|(In thousands, except per share amounts) |  |                   |  |                        |       |                                                                          |   |                                                                     |  |   |       
|Balance  March 31, 2006                 |  |                   |  |                        |       |                                                                          |   |                                                                     |  | $ | 61,887
|April 1, 2006  April 28, 2006           |  |                  |  | $                      |      |                                                                          | $ |                                                                    |  |   | 61,887
|April 29, 2006  May 26, 2006            |  | 80                |  |                        | 42.49 |                                                                          |   | 3,410                                                               |  |   | 58,477
|May 27, 2006  June 30, 2006             |  | 171               |  |                        | 44.26 |                                                                          |   | 7,550                                                               |  | $ | 50,927
|                                         |  |                   |  |                        |       |                                                                          |   |                                                                     |  |   |       
|Total shares repurchased                 |  | 251               |  | $                      | 43.69 |                                                                          | $ | 10,960                                                              |  |   |       
|                                         |  |                   |  |                        |       |                                                                          |   |                                                                     |  |   |       

---

|(1) | In November 2005, our Board of Directors approved a 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 through September 30, 2007.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(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. |  |                           |  |      |  |               |  |              



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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, 2006 |  |  |  | By:                       |  | /s/ G. EDWARD MCCLAMMY
|                     |  |  |  |                           |  |                        |  | G. Edward McClammy                                          
|                     |  |  |  |                           |  |                        |  | Senior Vice President, Chief Financial Officer and Treasurer
|                     |  |  |  |                           |  |                        |  | (Duly Authorized Officer and Principal Financial Officer)   



50