##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q





(Mark One)

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

For the quarterly period ended March 29, 2008

OR



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

For the transition period from              to

Commission File Number 000-17157





NOVELLUS SYSTEMS, INC.

(Exact name of Registrant as specified in
its charter)







|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|California                                                     |  | 77-0024666                             
|(State or other jurisdiction of incorporation of organization) |  | (I.R.S. Employer Identification Number)
|                                                               | 
|4000 North First Street San Jose, California                   |  | 95134                                  
|(Address of principal executive offices)                       |  | (Zip code)                             

Registrants telephone number, including area code; (408) 943-9700





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  þ    No   ̈

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



|                           |  |                      |  |                                               |  |                             
|-------------------------- |  | -------------------- |  | --------------------------------------------- |  | ----------------------------
|Large accelerated filer  þ |  | Accelerated filer   ̈ |  | Non-accelerated filer   ̈                      |  | Smaller reporting company   ̈
|                           |  |                      |  | (Do not check if a smaller reporting company)

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

As of May 2, 2008, 99,861,574 shares of the Registrants common stock, no par value, were issued and outstanding.









---

##### Table of Contents

NOVELLUS SYSTEMS, INC.

FORM 10-Q

QUARTER ENDED MARCH 29, 2008

TABLE OF CONTENTS



|                                                                                                             |  |     
|------------------------------------------------------------------------------------------------------------ |  | ----
|                                                                                                             |  | Page
|Part I: Financial Information                                                                                |  |     
|Item 1: Condensed Consolidated Financial Statements                                                          |  | 3   
|Condensed Consolidated Statements of Operations for the three months ended March 29, 2008 and March 31, 2007 |  | 3   
|Condensed Consolidated Balance Sheets as of March 29, 2008 and December 31, 2007                             |  | 4   
|Condensed Consolidated Statements of Cash Flows for the three months ended March 29, 2008 and March 31, 2007 |  | 5   
|Notes to Condensed Consolidated Financial Statements                                                         |  | 6   
|Item 2: Managements Discussion and Analysis of Financial Condition and Results of Operations                |  | 15  
|Item 3: Quantitative and Qualitative Disclosures About Market Risk                                           |  | 23  
|Item 4: Controls and Procedures                                                                              |  | 23  
|Part II: Other Information                                                                                   |  |     
|Item 1: Legal Proceedings                                                                                    |  | 24  
|Item 1A: Risk Factors                                                                                        |  | 24  
|Item 2: Unregistered Sales of Equity Securities and Use of Proceeds                                          |  | 31  
|Item 6: Exhibits                                                                                             |  | 32  
|Signatures                                                                                                   |  | 33  
|EXHIBIT 10.22                                                                                                |  |     
|EXHIBIT 10.27                                                                                                |  |     
|EXHIBIT 31.1                                                                                                 |  |     
|EXHIBIT 31.2                                                                                                 |  |     
|EXHIBIT 32.1                                                                                                 |  |     
|EXHIBIT 32.2                                                                                                 |  |     



2



---

##### Table of Contents

PART I: FINANCIAL INFORMATION

ITEM 1: CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOVELLUS SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                              |  |                                          |         |   |               |   |        
|--------------------------------------------- |  | ---------------------------------------- | ------- | - | ------------- | - | -------
|                                              |  | Three Months Ended                      
|                                              |  | March 29,2008                            |         |   | March 31,2007
|                                              |  | (In thousands, except per share amounts)
|Net sales                                     |  | $                                        | 314,713 |   |               | $ | 396,974
|Cost of sales                                 |  |                                          | 169,773 |   |               |   | 202,065
|                                              |  |                                          |         |   |               |   |        
|Gross profit                                  |  |                                          | 144,940 |   |               |   | 194,909
|Operating expenses:                           |  |                                          |         |   |               |   |        
|Selling, general and administrative           |  |                                          | 60,329  |   |               |   | 67,100 
|Research and development                      |  |                                          | 57,340  |   |               |   | 60,400 
|                                              |  |                                          |         |   |               |   |        
|Total operating expenses                      |  |                                          | 117,669 |   |               |   | 127,500
|                                              |  |                                          |         |   |               |   |        
|Operating income                              |  |                                          | 27,271  |   |               |   | 67,409 
|Interest income, net                          |  |                                          | 2,802   |   |               |   | 7,970  
|Other income (expense), net                   |  |                                          | (1,693  | ) |               |   | 3,137  
|                                              |  |                                          |         |   |               |   |        
|Interest and other income, net                |  |                                          | 1,109   |   |               |   | 11,107 
|                                              |  |                                          |         |   |               |   |        
|Income before provision for income taxes      |  |                                          | 28,380  |   |               |   | 78,516 
|Provision for income taxes                    |  |                                          | 12,851  |   |               |   | 24,733 
|                                              |  |                                          |         |   |               |   |        
|Net income                                    |  | $                                        | 15,529  |   |               | $ | 53,783 
|                                              |  |                                          |         |   |               |   |        
|Net income per share:                         |  |                                          |         |   |               |   |        
|Basic                                         |  | $                                        | 0.15    |   |               | $ | 0.43   
|                                              |  |                                          |         |   |               |   |        
|Diluted                                       |  | $                                        | 0.15    |   |               | $ | 0.42   
|                                              |  |                                          |         |   |               |   |        
|Shares used in basic per share calculations   |  |                                          | 100,683 |   |               |   | 123,979
|                                              |  |                                          |         |   |               |   |        
|Shares used in diluted per share calculations |  |                                          | 101,375 |   |               |   | 127,137
|                                              |  |                                          |         |   |               |   |        

See accompanying notes to Condensed Consolidated Financial Statements.



3



---

##### Table of Contents

NOVELLUS SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS



|                                           |  |               |           |                    |   |          
|------------------------------------------ |  | ------------- | --------- | ------------------ | - | ---------
|                                           |  | March 29,2008 |           | December 31,2007 *
|(In thousands)                             |  | (Unaudited)   |           |                   
|ASSETS                                     |  |               |           |                    |   |          
|                                           |  |              
|Current assets:                            |  |               |           |                    |   |          
|Cash and cash equivalents                  |  | $             | 242,585   |                    | $ | 175,071  
|Short-term investments                     |  |               | 54,571    |                    |   | 421,695  
|Accounts receivable, net                   |  |               | 374,951   |                    |   | 346,866  
|Inventories                                |  |               | 242,723   |                    |   | 212,995  
|Deferred tax assets, net                   |  |               | 37,247    |                    |   | 48,965   
|Prepaid and other current assets           |  |               | 25,502    |                    |   | 18,366   
|                                           |  |               |           |                    |   |          
|Total current assets                       |  |               | 977,579   |                    |   | 1,223,958
|Property and equipment, net                |  |               | 310,695   |                    |   | 320,009  
|Restricted cash and cash equivalents       |  |               | 161,564   |                    |   | 161,050  
|Investments                                |  |               | 117,634   |                    |   |         
|Goodwill                                   |  |               | 248,827   |                    |   | 238,944  
|Intangible and other assets                |  |               | 130,626   |                    |   | 132,982  
|                                           |  |               |           |                    |   |          
|Total assets                               |  | $             | 1,946,925 |                    | $ | 2,076,943
|                                           |  |               |           |                    |   |          
|LIABILITIES AND SHAREHOLDERS EQUITY       |  |               |           |                    |   |          
|                                           |  |              
|Current liabilities:                       |  |               |           |                    |   |          
|Accounts payable                           |  | $             | 72,440    |                    | $ | 97,135   
|Accrued payroll and related expenses       |  |               | 42,454    |                    |   | 73,273   
|Accrued warranty                           |  |               | 49,531    |                    |   | 54,857   
|Other accrued liabilities                  |  |               | 61,122    |                    |   | 48,172   
|Income taxes payable                       |  |               | 2,620     |                    |   | 2,011    
|Deferred profit                            |  |               | 53,146    |                    |   | 52,252   
|Current obligations under lines of credit  |  |               | 12,867    |                    |   | 1,509    
|                                           |  |               |           |                    |   |          
|Total current liabilities                  |  |               | 294,180   |                    |   | 329,209  
|Long-term debt                             |  |               | 154,227   |                    |   | 143,267  
|Long-term income taxes payable             |  |               | 27,434    |                    |   | 27,408   
|Other non-current liabilities              |  |               | 48,123    |                    |   | 47,972   
|                                           |  |               |           |                    |   |          
|Total liabilities                          |  |               | 523,964   |                    |   | 547,856  
|Commitments and contingencies              |  |               |           |                    |   |          
|Shareholders equity:                      |  |               |           |                    |   |          
|Common stock                               |  |               | 1,165,074 |                    |   | 1,219,533
|Retained earnings                          |  |               | 252,149   |                    |   | 304,278  
|Accumulated other comprehensive income     |  |               | 5,738     |                    |   | 5,276    
|                                           |  |               |           |                    |   |          
|Total shareholders equity                 |  |               | 1,422,961 |                    |   | 1,529,087
|                                           |  |               |           |                    |   |          
|Total liabilities and shareholders equity |  | $             | 1,946,925 |                    | $ | 2,076,943
|                                           |  |               |           |                    |   |          



|* | Amounts are derived from the December 31, 2007 audited consolidated financial statements.
|- | -----------------------------------------------------------------------------------------

See accompanying notes to Condensed Consolidated Financial Statements.



4



---

##### Table of Contents

NOVELLUS SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                  |  |                    |          |   |               |   |          |  
|--------------------------------------------------------------------------------- |  | ------------------ | -------- | - | ------------- | - | -------- | -
|                                                                                  |  | Three Months Ended |         
|                                                                                  |  | March 29,2008      |          |   | March 31,2007 |  
|                                                                                  |  | (In thousands)     |         
|Cash flows from operating activities:                                             |  |                    |          |   |               |   |          |  
|Net income                                                                        |  | $                  | 15,529   |   |               | $ | 53,783   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                    |          |   |               |   |          |  
|Depreciation and amortization                                                     |  |                    | 15,777   |   |               |   | 16,796   |  
|Deferred income taxes                                                             |  |                    | 9,465    |   |               |   | 13,137   |  
|Stock-based compensation                                                          |  |                    | 8,423    |   |               |   | 9,102    |  
|Tax benefit realized from stock-based compensation                                |  |                    | 221      |   |               |   | 972      |  
|Excess tax benefit from stock-based compensation                                  |  |                    | (8       | ) |               |   | (329     | )
|Other-than-temporary impairment of short-term investment                          |  |                    | 737      |   |               |   |         |  
|Other non-cash charges, net                                                       |  |                    | 1,858    |   |               |   | 254      |  
|Changes in operating assets and liabilities:                                      |  |                    |          |   |               |   |          |  
|Accounts receivable                                                               |  |                    | (23,784  | ) |               |   | (59,431  | )
|Inventories                                                                       |  |                    | (24,855  | ) |               |   | (34,447  | )
|Prepaid and other assets                                                          |  |                    | (694     | ) |               |   | (3,882   | )
|Accounts payable                                                                  |  |                    | (11,428  | ) |               |   | 17,418   |  
|Accrued payroll and related expenses                                              |  |                    | (27,762  | ) |               |   | (20,468  | )
|Accrued warranty                                                                  |  |                    | (5,715   | ) |               |   | (143     | )
|Other liabilities                                                                 |  |                    | 10,374   |   |               |   | 17,552   |  
|Income taxes payable                                                              |  |                    | (524     | ) |               |   | (17,148  | )
|Deferred profit                                                                   |  |                    | (134     | ) |               |   | 5,159    |  
|                                                                                  |  |                    |          |   |               |   |          |  
|Net cash used in operating activities                                             |  |                    | (32,520  | ) |               |   | (1,675   | )
|                                                                                  |  |                    |          |   |               |   |          |  
|Cash flows from investing activities:                                             |  |                    |          |   |               |   |          |  
|Proceeds from sales of short-term investments                                     |  |                    | 271,080  |   |               |   | 331,100  |  
|Proceeds from maturities of short-term investments                                |  |                    | 31,990   |   |               |   | 58,320   |  
|Purchases of short-term investments                                               |  |                    | (61,626  | ) |               |   | (420,281 | )
|Capital expenditures                                                              |  |                    | (3,588   | ) |               |   | (10,188  | )
|Proceeds from sale of property and equipment                                      |  |                    |         |   |               |   | 275      |  
|Increase in restricted cash and cash equivalents                                  |  |                    | (514     | ) |               |   | (351     | )
|                                                                                  |  |                    |          |   |               |   |          |  
|Net cash provided by (used in) investing activities                               |  |                    | 237,342  |   |               |   | (41,125  | )
|                                                                                  |  |                    |          |   |               |   |          |  
|Cash flows from financing activities:                                             |  |                    |          |   |               |   |          |  
|Proceeds from employee stock compensation plans                                   |  |                    | 325      |   |               |   | 15,278   |  
|Proceeds from lines of credit, net                                                |  |                    | 10,098   |   |               |   | 732      |  
|Repurchases of common stock                                                       |  |                    | (150,153 | ) |               |   |         |  
|Excess tax benefit from stock-based compensation                                  |  |                    | 8        |   |               |   | 329      |  
|                                                                                  |  |                    |          |   |               |   |          |  
|Net cash provided by (used in) financing activities                               |  |                    | (139,722 | ) |               |   | 16,339   |  
|                                                                                  |  |                    |          |   |               |   |          |  
|Effects of exchange rate changes on cash and cash equivalents                     |  |                    | 2,414    |   |               |   | (744     | )
|                                                                                  |  |                    |          |   |               |   |          |  
|Net increase (decrease) in cash and cash equivalents                              |  |                    | 67,514   |   |               |   | (27,205  | )
|Cash and cash equivalents at the beginning of the period                          |  |                    | 175,071  |   |               |   | 58,463   |  
|                                                                                  |  |                    |          |   |               |   |          |  
|Cash and cash equivalents at the end of the period                                |  | $                  | 242,585  |   |               | $ | 31,258   |  
|                                                                                  |  |                    |          |   |               |   |          |  

See accompanying notes to Condensed Consolidated Financial Statements.



5



---

##### Table of Contents

NOVELLUS SYSTEMS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Summary of Significant
Accounting Policies

Basis of Presentation

The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information and with the instructions to the Quarterly Report
on Form 10-Q and Article 10 of Regulation S-X. The interim financial information is unaudited and does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 29, 2008 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2008 or any future period. The interim financial statements should be read in conjunction with the Consolidated Financial Statements and footnotes thereto included in Novellus Annual Report on
Form 10-K for the year ended December 31, 2007.

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates
and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosures of contingent assets and liabilities. We evaluate estimates on an ongoing basis, including those related to recognition of
revenue, valuation of investments, adequacy of the allowance for doubtful accounts, valuation of inventory, valuation of deferred tax assets, valuation of goodwill and other intangible assets, adequacy of warranty obligations, measurement of
restructuring and impairment charges, compliance with hedge accounting for derivatives, contingencies and litigation, and measurement of stock-based compensation. We base estimates on historical experience and on other market based assumptions that
are believed to be reasonable under current circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our intent is to accurately
state assets and liabilities given facts known at the time of measurement. Actual results may differ from these estimates under different assumptions or conditions.

The accompanying Condensed Consolidated Financial Statements include our accounts and the accounts of our subsidiaries after the elimination of all significant intercompany account balances and transactions.

Derivatives

Our policy is to enter into
foreign currency forward exchange contracts with maturities of less than 12 months to mitigate the impact of currency exchange fluctuations (a) on probable anticipated system sales denominated in Japanese yen; (b) on our net investment in
certain foreign subsidiaries; and (c) on existing monetary asset and liability balances denominated in foreign currencies. In accordance with Statement of Financial Accounting Standard (SFAS) No. 133, Accounting for Derivative
Instruments and Hedging Activities (SFAS 133), all derivatives are recorded at fair value in either other current assets or other current liabilities. Cash flows from derivative instruments are reported in cash flows from operating activities.

Cash Flow Hedges

We designate and document as cash
flow hedges foreign currency forward exchange contracts on sales transactions in which costs are denominated in U.S. dollars and the related revenues are generated in Japanese yen. We evaluate and calculate each hedges effectiveness at least
quarterly, using the dollar offset method, comparing the change in the forward contracts fair value on a spot to spot basis to the spot to spot change in the anticipated transaction. The effective change is recorded in Other Comprehensive
Income (OCI) until the sale is recognized. Ineffectiveness, along with the excluded time value of the forward contracts, is recorded in net sales as designated at the inception of the forward contract. During the three months ended March 29,
2008 and March 31, 2007, gains of $0.4 million and $0.6 million, respectively, were recorded in net sales due to hedge ineffectiveness. In the event it becomes probable that an anticipated hedged transaction will not occur as a result of the
associated shipment date pushing outside of the forecasted range, the gains or losses on the related cash flow hedges are immediately reclassified from accumulated OCI to net sales in the Condensed Consolidated Statement of Operations. No such
events occurred during the three months ended March 29, 2008 and March 31, 2007.

The following table summarizes the pre-tax impact of cash flow
hedges on OCI during the three months ended March 29, 2008 and March 31, 2007.



6



---

##### Table of Contents

|                                         |  |                    |        |   |               |   |        |  
|---------------------------------------- |  | ------------------ | ------ | - | ------------- | - | ------ | -
|                                         |  | Three Months Ended |       
|                                         |  | March 29,2008      |        |   | March 31,2007 |  
|                                         |  | (In thousands)     |       
|Accumulated losses, beginning of period  |  | $                  | (2,578 | ) |               | $ | (329   | )
|Effective portion of hedge remeasurement |  |                    | (1,748 | ) |               |   | (2,976 | )
|Reclassification to cost of sales        |  |                    |       |   |               |   | 329    |  
|Reclassification to net sales            |  |                    | 2,065  |   |               |   |       |  
|                                         |  |                    |        |   |               |   |        |  
|Accumulated losses, end of period        |  | $                  | (2,261 | ) |               | $ | (2,976 | )
|                                         |  |                    |        |   |               |   |        |  

We anticipate reclassifying the net losses recorded as of March 29, 2008 from OCI to earnings within 12
months.

Net Investment Hedges

We hedge our net
investment in certain foreign subsidiaries to reduce economic currency risk. The foreign currency forward exchange contracts used to hedge this exposure are designated and documented as net investment hedges. Effectiveness is evaluated at least
quarterly, excluding time value, and hedges are highly effective when currency pairs and notional amounts on the forward exchange contracts are properly aligned with the net investment in subsidiaries. Changes in the spot to spot value are recorded
as foreign currency translation adjustments within OCI. Ineffectiveness, if any, along with the excluded time value of the forward contracts, is recorded as foreign currency gain or loss in the line item other income (expense), net, and resulted in
gains of $0.4 million and $0.3 million in the three months ended March 29, 2008 and March 31, 2007, respectively. Losses of $3.9 million and $0.1 million were recorded in OCI for net investment hedges during the three months ended
March 29, 2008 and March 31, 2007, respectively.

Other Foreign Currency Hedges

We enter into foreign currency forward exchange contracts to (a) hedge intercompany non-U.S. dollar balances and (b) hedge certain third-party receivables
denominated in Japanese yen. The maturities of these contracts are generally less than 12 months. We do not apply special hedge accounting treatment under SFAS 133. Therefore, the gains or losses arising from remeasuring these contracts to fair
value each period are recorded as foreign currency gain or loss in the line item other income (expense), net, where they are expected to substantially offset the remeasurement gain or loss on the corresponding hedged balances. During the three
months ended March 29, 2008 and March 31, 2007, we recorded derivative losses on these hedges of $4.3 million and $0.4 million, respectively.

We
also hold foreign currency forward exchange contracts to hedge anticipated sales denominated in foreign currency that do not qualify for special hedge accounting treatment under SFAS 133 due to uncertainty surrounding the timing of the shipment.
Changes in the fair value of those contracts are recorded as foreign currency gain or loss within the line item other income (expense), net and amounted to a loss of $4.8 million for the three months ended March 29, 2008. We did not hold any
forward contracts of this nature that did not qualify for special hedge accounting treatment under SFAS 133 during the first quarter of 2007.

Recent
Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157), which establishes
specific criteria for the fair value measurements of financial and nonfinancial assets and liabilities that are already subject to fair value under current accounting rules. SFAS 157 also requires expanded disclosures related to fair value
measurements. In February 2008, the FASB approved FASB Staff Position (FSP) FAS 157-2, Effective Date of FASB Statement No. 157 (FSP 157-2) which allows companies to elect a one-year delay in applying SFAS 157 to certain fair value
measurements of non-financial instruments, except for those recognized or disclosed at fair value on at least an annual basis. We elected the delayed adoption date for the portions of SFAS 157 impacted by FSP 157-2 and, as a result, we partially
adopted SFAS 157 on January 1, 2008. The partial adoption of SFAS 157 was prospective and did not have a significant effect on our Condensed Consolidated Financial Statements. See Note 3 for information about fair value measurements. We are
currently evaluating the impact of applying the deferred portion of SFAS 157 to the nonrecurring fair value measurements of our nonfinancial assets and nonfinancial liabilities. In accordance with FSP 157-2, the fair value measurements for these
items will be adopted effective January 1, 2009.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial LiabilitiesIncluding an amendment of SFAS 115 (SFAS 159). SFAS 159 permits a company to voluntarily elect to use fair value, instead of historic or original cost, to account for certain financial assets and
liabilities. The fair value option is designated on an item-by-item basis, is



7



---

##### Table of Contents

irrevocable and requires that changes in fair value in subsequent periods be recognized in earnings in the period of change. We adopted SFAS 159 on
January 1, 2008. The adoption had no impact on our Condensed Consolidated Financial Statements as we did not make a fair value election for any of our existing financial assets and liabilities. Any election to use the fair value method for
future eligible transactions will be made on a case-by-case and instrument-by-instrument basis.

In December 2007, the FASB issued SFAS No. 141
(revised 2007), Business Combinations (SFAS 141R). Under SFAS 141R, an entity is required to recognize the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair value on the
acquisition date. It further requires that acquisition-related costs be recognized separately from the acquisition and expensed as incurred, restructuring costs generally be expensed in periods subsequent to the acquisition date, and changes in
accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period impact income tax expense. In addition, acquired in-process research and development is capitalized as an intangible asset and
amortized over its estimated useful life. The adoption of SFAS 141R will change our accounting treatment for business combinations on a prospective basis beginning in the first quarter of fiscal year 2009.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statementsan amendment of Accounting Research
Bulletin No. 51 (SFAS 160), which establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to
the noncontrolling interest, changes in a parents ownership interest, and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. SFAS 160 also establishes disclosure requirements that clearly
identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS 160 is effective for fiscal years beginning after December 15, 2008. We do not expect that the adoption of SFAS 160 will have
a significant impact on our Condensed Consolidated Financial Statements as all of our subsidiaries are currently wholly owned.

In March 2008, the FASB
issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activitiesan amendment of FASB Statement No. 133 (SFAS 161), which requires enhanced disclosures about an entitys derivative and hedging
activities and thereby improves the transparency of financial reporting. SFAS 161 is effective for fiscal years beginning after November 15, 2008. We are currently evaluating the impact of SFAS 161 on our Condensed Consolidated Financial
Statements.

Note 2. Net Income Per Share

Basic net
income per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. For purposes of computing basic net income per share, the weighted-average number of outstanding shares of common
stock excludes unvested restricted stock awards, which include restricted stock and restricted stock units that may be settled in our common shares.

Diluted net income per share is computed by dividing net income by the weighted-average number of common and dilutive potential common shares outstanding during the period. Dilutive potential common shares consist primarily of stock options
and restricted stock awards.

The following table provides a reconciliation of the numerators and denominators of the basic and diluted per share
computations:



|                                            |  |                                         |         |               |   |        
|------------------------------------------- |  | --------------------------------------- | ------- | ------------- | - | -------
|                                            |  | Three Months Ended                     
|                                            |  | March 29,2008                           |         | March 31,2007
|                                            |  | (In thousands, exceptper share amounts)
|Numerator:                                  |  |                                         |         |               |   |        
|Net income                                  |  | $                                       | 15,529  |               | $ | 53,783 
|                                            |  |                                         |         |               |   |        
|Denominator:                                |  |                                         |         |               |   |        
|Basic weighted-average shares outstanding   |  |                                         | 100,683 |               |   | 123,979
|Dilutive potential common shares            |  |                                         | 692     |               |   | 3,158  
|                                            |  |                                         |         |               |   |        
|Diluted weighted-average shares outstanding |  |                                         | 101,375 |               |   | 127,137
|                                            |  |                                         |         |               |   |        
|Net income per share  Basic                |  | $                                       | 0.15    |               | $ | 0.43   
|Net income per share  Diluted              |  | $                                       | 0.15    |               | $ | 0.42   

For the three months ended March 29, 2008 and March 31, 2007, 20.9 million and 10.0 million
shares, respectively, attributable to outstanding stock options were excluded from the calculation of diluted net income per share because their inclusion would have been anti-dilutive. Generally options are considered anti-dilutive when their
exercise prices are greater than or equal to the average market



8



---

##### Table of Contents

value of our common shares during the period of measurement. Restricted stock awards representing 0.8 million and 0.7 million shares for the three
months ended March 29, 2008 and March 31, 2007, respectively, were excluded from the computation of diluted shares outstanding as the shares underlying these awards were subject to performance conditions that had not been met.

Note 3. Financial Instruments

We measure certain financial
instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at March 29, 2008:



|                           |  |                |                                                             |                                                |                                             |         |                                        |   |        |  |   |        
|-------------------------- |  | -------------- | ----------------------------------------------------------- | ---------------------------------------------- | ------------------------------------------- | ------- | -------------------------------------- | - | ------ |  | - | -------
|                           |  | Total          |                                                             | Fair Value Measurement at Reporting Date Using
|                           |  |                | Quoted Prices inActive Markets forIdentical Assets(Level 1) |                                                | Significant OtherObservable Inputs(Level 2) |         | SignificantUnobservableInputs(Level
3)
|                           |  | (In thousands)
|Assets                     |  |                |                                                             |                                                |                                             |         |                                        |   |        |  |   |        
|Money market funds         |  | $              | 362,155                                                     |                                                | $                                           | 362,155 |                                        | $ |       |  | $ |       
|Municipal bonds            |  |                | 49,752                                                      |                                                |                                             |        |                                        |   | 49,752 |  |   |       
|Auction-rate securities    |  |                | 117,634                                                     |                                                |                                             |        |                                        |   |       |  |   | 117,634
|Derivative assets (1)      |  |                | 4,597                                                       |                                                |                                             |        |                                        |   | 4,597  |  |   |       
|                           |  |                |                                                             |                                                |                                             |         |                                        |   |        |  |   |        
|Total                      |  | $              | 534,138                                                     |                                                | $                                           | 362,155 |                                        | $ | 54,349 |  | $ | 117,634
|                           |  |                |                                                             |                                                |                                             |         |                                        |   |        |  |   |        
|Liabilities                |  |                |                                                             |                                                |                                             |         |                                        |   |        |  |   |        
|Derivative liabilities (1) |  | $              | 16,802                                                      |                                                | $                                           |        |                                        | $ | 16,802 |  | $ |       
|                           |  |                |                                                             |                                                |                                             |         |                                        |   |        |  |   |        
|Total                      |  | $              | 16,802                                                      |                                                | $                                           |        |                                        | $ | 16,802 |  | $ |       
|                           |  |                |                                                             |                                                |                                             |         |                                        |   |        |  |   |        



|(1) | See Note 1 of our Condensed Consolidated Financial Statements.
|--- | --------------------------------------------------------------

The table below presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 29, 2008. We classify financial
instruments in Level 3 of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the valuation models for Level 3 financial instruments
typically also rely on a number of inputs that are readily observable either directly or indirectly. Thus, the gains and losses presented below include changes in the fair value related to both observable and unobservable inputs. There were no gains
or losses due to changes in fair value, including both realized and unrealized gains and losses, recorded in net income for Level 3 assets and liabilities for the three months ended March 29, 2008.



|                                                |  |                                                                       |         |   |       |   |         |  
|----------------------------------------------- |  | --------------------------------------------------------------------- | ------- | - | ----- | - | ------- | -
|                                                |  | Three Months EndedMarch 29, 2008                                      |        
|                                                |  | Fair Value Measurements UsingSignificant Unobservable Inputs(Level 3) |        
|                                                |  | Auction-RateSecurities                                                |         |   | Total |  
|                                                |  | (In thousands)                                                        |        
|Balance, December 31, 2007                      |  | $                                                                     |        |   |       | $ |        |  
|Total gains or losses (realized and unrealized) |  |                                                                       |         |   |       |   |         |  
|Included in net income                          |  |                                                                       |        |   |       |   |        |  
|Included in other comprehensive income          |  |                                                                       | (5,786  | ) |       |   | (5,786  | )
|Purchases, issuances, and settlements, net      |  |                                                                       |        |   |       |   |        |  
|Transfers in and/or out of Level 3              |  |                                                                       | 123,420 |   |       |   | 123,420 |  
|                                                |  |                                                                       |         |   |       |   |         |  
|Balance, March 29, 2008                         |  | $                                                                     | 117,634 |   |       | $ | 117,634 |  
|                                                |  |                                                                       |         |   |       |   |         |  

Money Market Funds

This includes $204.3 million classified as cash and cash equivalents and $157.8 million classified as restricted cash and cash equivalents on our Condensed Consolidated Balance Sheet.



9



---

##### Table of Contents

Municipal Bonds

This includes $10.6 million classified as cash and cash equivalents and $39.2 million classified as short-term investments on our Condensed Consolidated Balance Sheet.

Auction-Rate Securities

We have included the fair value of our auction-rate securities, of which $117.6
million are classified as non-current assets, in the Level 3 category, as there are significant unobservable inputs to our cash-flow-based valuation model. Our auction-rate securities include auction-rate notes and auction-rate preferred shares of
tax-exempt closed-end municipal funds. Our auction-rate notes consist of student loans that are substantially backed by the federal government. Beginning in February 2008, many of our auction-rate securities became illiquid as their scheduled
auctions failed to settle. An auction failure means that the parties wishing to sell securities could not, and as a result of the failed auctions, those investments began to pay interest under their default interest rate features. There is no
assurance that currently successful auctions on the other auction-rate securities in our investment portfolio will continue to succeed. We will not have access to these funds until future auctions for these auction-rate securities are successful, or
the securities have been called by the issuer, or until we sell the securities in a secondary market. Currently no secondary market is active. At March 29, 2008 we recorded a temporary impairment charge of $5.8 million within OCI based upon our
assessment of the fair value of our auction-rate securities. Our valuation of these securities incorporated our assumptions about the anticipated term and the yield that a market participant would require to purchase such a security in the
marketplace.

Note 4. Inventories

Inventories are
stated at the lower of cost on a first-in, first-out basis or market. As of the balance sheet date, inventories consisted of the following:



|                          |  |                |         |                  |   |        
|------------------------- |  | -------------- | ------- | ---------------- | - | -------
|                          |  | March 29,2008  |         | December 31,2007
|                          |  | (In thousands)
|Purchased and spare parts |  | $              | 168,185 |                  | $ | 147,475
|Work-in-process           |  |                | 48,373  |                  |   | 39,105 
|Finished goods            |  |                | 26,165  |                  |   | 26,415 
|                          |  |                |         |                  |   |        
|Total inventories         |  | $              | 242,723 |                  | $ | 212,995
|                          |  |                |         |                  |   |        

Note 5. Goodwill and Intangible Assets

Goodwill

A summary of changes in goodwill during the three months ended March 29, 2008 is as follows:



|                                |                |                    |         |                             |   |         |  |   |        
|------------------------------- | -------------- | ------------------ | ------- | --------------------------- | - | ------- |  | - | -------
|                                |                | SemiconductorGroup |         | IndustrialApplicationsGroup |   | Total  
|                                | (In thousands)
|Balance as of December 31, 2007 |                | $                  | 108,431 |                             | $ | 130,513 |  | $ | 238,944
|Foreign currency translation    |                |                    |        |                             |   | 9,883   |  |   | 9,883  
|                                |                |                    |         |                             |   |         |  |   |        
|Balance as of March 29, 2008    |                | $                  | 108,431 |                             | $ | 140,396 |  | $ | 248,827
|                                |                |                    |         |                             |   |         |  |   |        

There have been no significant events or circumstances affecting the valuation of goodwill since the fourth
quarter of 2007 when we performed our annual impairment test and concluded no impairment existed.

Intangible Assets

The following tables provide details of our acquired intangible assets:



|                              |  |                                   |  |       |        |                         |   |         |     |  |   |       
|----------------------------- |  | --------------------------------- |  | ----- | ------ | ----------------------- | - | ------- | --- |  | - | ------
|March 29, 2008                |  | WeightedAverageAmortizationPeriod |  | Gross |        | AccumulatedAmortization |   |         | Net
|                              |  | (Years)                           |  |       |        | (In thousands)          |   |         |    
|Patents and other intangibles |  | 12                                |  | $     | 16,672 |                         | $ | (2,043  | )   |  | $ | 14,629
|Developed technology          |  | 6                                 |  |       | 31,160 |                         |   | (23,996 | )   |  |   | 7,164 
|Trademark                     |  | 10                                |  |       | 8,039  |                         |   | (3,014  | )   |  |   | 5,025 
|                              |  |                                   |  |       |        |                         |   |         |     |  |   |       
|Total                         |  | 8                                 |  | $     | 55,871 |                         | $ | (29,053 | )   |  | $ | 26,818
|                              |  |                                   |  |       |        |                         |   |         |     |  |   |       



10



---

##### Table of Contents

|                              |  |                                   |  |       |        |                         |   |         |     |  |   |       
|----------------------------- |  | --------------------------------- |  | ----- | ------ | ----------------------- | - | ------- | --- |  | - | ------
|December 31, 2007             |  | WeightedAverageAmortizationPeriod |  | Gross |        | AccumulatedAmortization |   |         | Net
|                              |  | (Years)                           |  |       |        | (In thousands)          |   |         |    
|Patents and other intangibles |  | 12                                |  | $     | 16,661 |                         | $ | (1,679  | )   |  | $ | 14,982
|Developed technology          |  | 6                                 |  |       | 30,270 |                         |   | (22,169 | )   |  |   | 8,101 
|Trademark                     |  | 10                                |  |       | 7,473  |                         |   | (2,616  | )   |  |   | 4,857 
|                              |  |                                   |  |       |        |                         |   |         |     |  |   |       
|Total                         |  | 8                                 |  | $     | 54,404 |                         | $ | (26,464 | )   |  | $ | 27,940
|                              |  |                                   |  |       |        |                         |   |         |     |  |   |       

Our estimated amortization expense for currently recognized identifiable intangible assets is approximately $4.6
million, $3.3 million, $2.2 million, $2.2 million and $2.2 million for the years ending December 31, 2009, 2010, 2011, 2012 and 2013, respectively. As of March 29, 2008, we had no identifiable intangible assets with indefinite lives.

Note 6. Product Warranty

We record the estimated cost
of warranty coverage to cost of sales when revenue is recognized. The estimated cost of warranty is determined by the warranty term as well as the average historical labor and material costs for a specific product. We review the actual product
failure rates and material usage rates on a quarterly basis and adjust our warranty liability as necessary. Changes in the accrued warranty liability were as follows:



|                                                                            |  |                    |         |   |               |   |         |  
|--------------------------------------------------------------------------- |  | ------------------ | ------- | - | ------------- | - | ------- | -
|                                                                            |  | Three Months Ended |        
|                                                                            |  | March 29,2008      |         |   | March 31,2007 |  
|                                                                            |  | (In thousands)     |        
|Balance, beginning of period                                                |  | $                  | 54,857  |   |               | $ | 55,349  |  
|Warranties issued                                                           |  |                    | 15,244  |   |               |   | 18,361  |  
|Settlements                                                                 |  |                    | (19,170 | ) |               |   | (18,617 | )
|Net changes in liability for pre-existing warranties, including expirations |  |                    | (1,400  | ) |               |   | 143     |  
|                                                                            |  |                    |         |   |               |   |         |  
|Balance, end of period                                                      |  | $                  | 49,531  |   |               | $ | 55,236  |  
|                                                                            |  |                    |         |   |               |   |         |  

Note 7. Restructuring and Other Charges

As of March 29, 2008, substantially all actions under our restructuring plans have been completed, except for payments of future rent obligations. The remaining excess facility costs are stated at estimated fair
value, net of estimated sublease income. We expect to pay remaining obligations in connection with vacated facilities no later than the expiration dates of the lease terms, which expire on various dates through 2017. All remaining restructuring
activity relates to the Semiconductor Group (see Note 12. Operating Segments).

The following table summarizes our facilities restructuring activity for
the three months ended March 29, 2008 and March 31, 2007:



|                             |  |                    |        |   |               |   |        |  
|---------------------------- |  | ------------------ | ------ | - | ------------- | - | ------ | -
|                             |  | Three Months Ended |       
|                             |  | March 29,2008      |        |   | March 31,2007 |  
|                             |  | (In thousands)     |       
|Balance, beginning of period |  | $                  | 17,654 |   |               | $ | 17,503 |  
|Cash payments                |  |                    | (1,152 | ) |               |   | (1,039 | )
|                             |  |                    |        |   |               |   |        |  
|Balance, end of period       |  | $                  | 16,502 |   |               | $ | 16,464 |  
|                             |  |                    |        |   |               |   |        |  

Note 8. Long-Term Obligations

As of March 29, 2008, we had long-term borrowings of $154.2 million, denominated in Euros and Swiss francs. The weighted-average interest rate on these borrowings was 4.4% as of March 29, 2008. Substantially
all borrowings are secured by cash and cash equivalents and are due and payable on or before June 25, 2009. Amounts to secure these borrowings are included within restricted cash and cash equivalents on our Condensed Consolidated Balance Sheet.



11



---

##### Table of Contents

Note 9. Other Income, Net

The components of other income, net within the Condensed Consolidated Statements of Operations are as follows:



|                                                         |                |                    |        |               |  |   |       |  
|-------------------------------------------------------- | -------------- | ------------------ | ------ | ------------- |  | - | ----- | -
|                                                         |                | Three Months Ended |       
|                                                         | March 29,2008  |                    |        | March 31,2007 | 
|                                                         | (In thousands) |                   
|Other income                                             |                | $                  | 2,155  |               |  | $ | 1,582 |  
|Other expense                                            |                |                    | (725   | )             |  |   | (254  | )
|Other-than-temporary impairment of short-term investment |                |                    | (737   | )             |  |   |      |  
|Foreign currency gain (loss), net                        |                |                    | (2,386 | )             |  |   | 1,809 |  
|                                                         |                |                    |        |               |  |   |       |  
|Total other income (expense), net                        |                | $                  | (1,693 | )             |  | $ | 3,137 |  
|                                                         |                |                    |        |               |  |   |       |  

Note 10. Comprehensive Income

The components of comprehensive income are as follows:



|                                                        |                |                    |        |               |  |   |        |  
|------------------------------------------------------- | -------------- | ------------------ | ------ | ------------- |  | - | ------ | -
|                                                        |                | Three Months Ended |       
|                                                        | March 29,2008  |                    |        | March 31,2007 | 
|                                                        | (In thousands) |                   
|Net income                                              |                | $                  | 15,529 |               |  | $ | 53,783 |  
|Other comprehensive income:                             |                |                    |        |               |  |   |        |  
|Foreign currency translation adjustments                |                |                    | 5,630  |               |  |   | (825   | )
|Unrealized loss on investments                          |                |                    | (5,454 | )             |  |   | (235   | )
|Unrealized gain (loss) on derivative instruments        |                |                    | 317    |               |  |   | (2,647 | )
|Unrealized loss on minimum pension liability adjustment |                |                    | (31    | )             |  |   | (4     | )
|                                                        |                |                    |        |               |  |   |        |  
|Comprehensive income                                    |                | $                  | 15,991 |               |  | $ | 50,072 |  
|                                                        |                |                    |        |               |  |   |        |  

The components of accumulated other comprehensive income are as follows:



|                                                        |                |               |        |   |                  |   |        |  
|------------------------------------------------------- | -------------- | ------------- | ------ | - | ---------------- | - | ------ | -
|                                                        |                | March 29,2008 |        |   | December 31,2007 |  
|                                                        | (In thousands) |              
|Foreign currency translation adjustments                |                | $             | 13,694 |   |                  | $ | 8,064  |  
|Unrealized loss on investments                          |                |               | (5,467 | ) |                  |   | (13    | )
|Unrealized loss on derivative instruments               |                |               | (2,261 | ) |                  |   | (2,578 | )
|Unrealized loss on minimum pension liability adjustment |                |               | (228   | ) |                  |   | (197   | )
|                                                        |                |               |        |   |                  |   |        |  
|Accumulated other comprehensive income                  |                | $             | 5,738  |   |                  | $ | 5,276  |  
|                                                        |                |               |        |   |                  |   |        |  

Note 11. Litigation

Linear Technology Corporation

In March 2002, Linear Technology Corporation (Linear) filed a complaint against
Novellus, among other parties, in the Superior Court of the State of California for the County of Santa Clara. The complaint seeks damages (including punitive damages), declaratory relief and injunctions for causes of action involving alleged breach
of contract, fraud, unfair competition and breach of warranty. The Superior Court dismissed Linears claims for fraud and unfair competition on October 5, 2004. The Court of Appeal affirmed this dismissal on June
18, 2007. Trial on the remaining claims is currently set for November 10, 2008. At this time, we cannot predict the ultimate outcome of this case, nor can we estimate a range of potential loss, if any. However, we believe that the
ultimate disposition of these matters will not have a material adverse effect on our business, financial condition or operating results.

Other Litigation

We are a defendant or plaintiff in various actions that have arisen in the normal course of business. We believe
that the ultimate disposition of these matters will not have a material adverse effect on our business, financial condition or results of operations. However, due to the uncertainty surrounding litigation, we are unable at this time to estimate a
range of loss, if any, that may result from any of these pending proceedings.



12



---

##### Table of Contents

Note 12. Income Taxes

Our effective tax rates were 45.3% and 31.5% for the three months ended March 29, 2008 and March 31, 2007, respectively. The difference in the effective tax rate in 2008 as compared to 2007 results from lower tax-exempt interest
income for 2008, the expiration of the federal R&D tax credit for 2008, lower profitability for 2008, discrete tax items for 2008 and non-recurring 2007 tax benefits.

Note 13. Stock-Based Compensation

The following table summarizes the stock-based compensation expense for stock
options, restricted stock and ESPP included in our Condensed Consolidated Statements of Operations:



|                                                          |                |                    |        |               |     |   |        |  
|--------------------------------------------------------- | -------------- | ------------------ | ------ | ------------- | --- | - | ------ | -
|                                                          |                | Three Months Ended |       
|                                                          | March 29,2008  |                    |        | March 31,2007 |    
|                                                          | (In thousands) |                   
|                                                          |                | (1)                |        |               | (2) |  
|Cost of sales                                             |                | $                  | 617    |               |     | $ | 510    |  
|Selling, general and administrative                       |                |                    | 5,256  |               |     |   | 5,697  |  
|Research and development                                  |                |                    | 2,550  |               |     |   | 2,895  |  
|                                                          |                |                    |        |               |     |   |        |  
|Stock-based compensation expense before income taxes      |                |                    | 8,423  |               |     |   | 9,102  |  
|Income tax benefit                                        |                |                    | (2,154 | )             |     |   | (2,276 | )
|                                                          |                |                    |        |               |     |   |        |  
|Total stock-based compensation expense after income taxes |                | $                  | 6,269  |               |     | $ | 6,826  |  
|                                                          |                |                    |        |               |     |   |        |  



|(1) | Amounts include amortization expense related to stock options of $4.4 million, ESPP of $0.8 million and restricted stock awards of $3.2 million.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Amounts include amortization expense related to stock options of $4.9 million, ESPP of $0.6 million and restricted stock awards of $3.6 million.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------

The fair values of stock options and ESPP were estimated using the Black-Scholes valuation model with the following weighted-average assumptions:



|                                          |               |         |           |               |      |   |               |   |  |               |          |   |  |   |          |  
|----------------------------------------- | ------------- | ------- | --------- | ------------- | ---- | - | ------------- | - |  | ------------- | -------- | - |  | - | -------- | -
|                                          |               | Options |           |               | ESPP |  
|                                          | March 29,2008 |         |           | March 31,2007 |      |   | March 29,2008 |   |  | March 31,2007 |         
|Risk-free interest rate                   |               |         | 2.5       | %             |      |   | 4.7           | % |  |               | 4.0      | % |  |   | 5.1      | %
|Volatility                                |               |         | 51        | %             |      |   | 47            | % |  |               | 38       | % |  |   | 34       | %
|Expected term                             |               |         | 4.3 years |               |      |   | 4.4 years     |   |  |               | 6 months |   |  |   | 6 months |  
|Dividends                                 |               |         | None      |               |      |   | None          |   |  |               | None     |   |  |   | None     |  
|Weighted-average fair value at grant date |               | $       | 10.10     |               |      | $ | 13.97         |   |  | $             | 7.28     |   |  | $ | 6.88     |  

Our computation of volatility is based on a combination of historical and market-based implied volatility. Our
computation of expected term is based on historical exercise patterns. We base the risk-free interest rate on the implied yield in effect at the time of option grant on U.S. Treasury zero-coupon issues with remaining terms equivalent to the expected
term of the option.

A summary of stock option activity during the three months ended March 29, 2008 is as follows:



|                                                 |  |                 |   |  |                                |       |                                                     |      |                         |   |       
|------------------------------------------------ |  | --------------- | - |  | ------------------------------ | ----- | --------------------------------------------------- | ---- | ----------------------- | - | ------
|                                                 |  | Number ofShares |   |  | Weighted-AverageExercise Price |       | Weighted-AverageRemainingContractualTerm (in Years) |      | AggregateIntrinsicValue
|                                                 |  | (In thousands)  |   |  |                                |       |                                                     |      | (In thousands)         
|Outstanding as of December 31, 2007              |  | 21,774          |   |  | $                              | 31.99 |                                                     | 5.62 |                         | $ | 17,187
|Grants                                           |  | 41              |   |  |                                | 23.08 |                                                     |      |                         |   |       
|Exercises                                        |  | (20             | ) |  |                                | 15.77 |                                                     |      |                         |   |       
|Forfeitures or expirations                       |  | (451            | ) |  |                                | 31.74 |                                                     |      |                         |   |       
|                                                 |  |                 |   |  |                                |       |                                                     |      |                         |   |       
|Outstanding as of March 29, 2008                 |  | 21,344          |   |  | $                              | 31.99 |                                                     | 5.36 |                         | $ | 1,836 
|                                                 |  |                 |   |  |                                |       |                                                     |      |                         |   |       
|Vested and expected to vest as of March 29, 2008 |  | 20,575          |   |  | $                              | 32.12 |                                                     | 5.23 |                         | $ | 1,836 
|Exercisable as of March 29, 2008                 |  | 16,548          |   |  | $                              | 33.06 |                                                     | 4.45 |                         | $ | 1,836 



13



---

##### Table of Contents

The aggregate intrinsic value of options outstanding as of March 29, 2008 is calculated as the difference between
the exercise price of the underlying options and the market price of our common stock for the 0.4 million shares that had exercise prices that were lower than the market price of our common stock as of March 29, 2008. The total intrinsic
value of options exercised, determined as of the date of exercise, was $0.1 million and $4.0 million during the three months ended March 29, 2008 and March 31, 2007, respectively. The total cash received from employees as a result of stock
option exercises was $0.3 million and $15.3 million during the three months ended March 29, 2008 and March 31, 2007, respectively. In connection with these exercises and the disqualification of incentive stock options, no tax benefit was
realized for the three months ended March 29, 2008 and we realized a tax benefit of $1.2 million for the three months ended March 31, 2007. We settle employee stock option exercises with newly issued common shares.

As of March 29, 2008 there was $37.6 million of unrecognized compensation cost related to unvested stock options, of which $13.6 million is expected to be
recognized in the next three quarters of 2008, and $12.6 million, $8.9 million, and $2.5 million is expected to be recognized in 2009, 2010, and 2011, respectively.

A summary of restricted stock award activity during the three months ended March 29, 2008 is as follows:



|                                                         |                |                 |   |  |                                      |      
|-------------------------------------------------------- | -------------- | --------------- | - |  | ------------------------------------ | -----
|                                                         |                | Number ofShares |   |  | Weighted-AverageGrant DateFair Value
|                                                         | (In thousands) |                 |   | 
|Unvested restricted stock awards as of December 31, 2007 |                | 2,765           |   |  | $                                    | 28.45
|Granted                                                  |                | 58              |   |  |                                      | 22.98
|Vested                                                   |                | (21             | ) |  |                                      | 28.77
|Forfeited                                                |                | (131            | ) |  |                                      | 28.71
|                                                         |                |                 |   |  |                                      |      
|Unvested restricted stock awards as of March 29, 2008    |                | 2,671           |   |  | $                                    | 28.32
|                                                         |                |                 |   |  |                                      |      

The unvested restricted stock awards at March 29, 2008 include 1.2 million of restricted stock units.

As of March 29, 2008 there was $28.3 million of unrecognized compensation cost related to restricted stock awards, of which $9.4 million is expected
to be recognized in the three remaining quarters of 2008, and $9.5 million, $5.5 million, and $3.9 million, is expected to be recognized in 2009, 2010, and 2011, respectively. The total fair value of restricted stock awards that vested in each
of the three month periods ended March 29, 2008 and March 31, 2007 was $0.5 million and $0.6 million, respectively. In connection with the vesting of these awards, we realized tax benefits of $0.2 million and $0.2 million for the three
months ended March 29, 2008 and March 31, 2007, respectively. As of March 29, 2008, there was a total of 0.8 million shares of restricted stock awards subject to performance conditions that will result in forfeiture if the
conditions are not met.

Note 14. Operating Segments

SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, established standards for reporting information about operating segments in annual and interim financial statements. It also established
standards for related disclosures about products and services, major customers and geographic areas. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by
the chief operating decision maker (CODM), in deciding how to allocate resources and in assessing performance. Our CODM is the Chief Executive Officer.

Our organizational structure is based on a number of factors that the CODM uses to evaluate, view and run our business operations which include, but are not limited to, customer base, homogeneity of products and technology. Our operating
segments are based on this organizational structure and information reviewed by our CODM to evaluate the operating segment results. Our operations are organized into two segments: 1) Semiconductor Group; and 2) Industrial Applications Group. The
Semiconductor Group develops, manufactures, sells and supports equipment used in the fabrication of integrated circuits, commonly called chips or semiconductors. The Industrial Applications Group is a supplier of lapping, grinding, polishing and
deburring products for fine-surface optimization. The accounting policies of these segments are the same as those described in Note 2 of our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended
December 31, 2007.

Segment information for the periods presented is as follows:



|                                |  |                                   |         |                             |   |              |  |   |        
|------------------------------- |  | --------------------------------- | ------- | --------------------------- | - | ------------ |  | - | -------
|                                |  | Three Months Ended March 29, 2008
|                                |  | (In thousands)                   
|                                |  | SemiconductorGroup                |         | IndustrialApplicationsGroup |   | Consolidated
|Sales to unaffiliated customers |  | $                                 | 270,350 |                             | $ | 44,363       |  | $ | 314,713
|Operating income                |  | $                                 | 21,837  |                             | $ | 5,434        |  | $ | 27,271 



14



---

##### Table of Contents

|                                |  |                                   |         |                             |   |              |  |   |        
|------------------------------- |  | --------------------------------- | ------- | --------------------------- | - | ------------ |  | - | -------
|                                |  | Three Months Ended March 31, 2007
|                                |  | (In thousands)                   
|                                |  | SemiconductorGroup                |         | IndustrialApplicationsGroup |   | Consolidated
|Sales to unaffiliated customers |  | $                                 | 364,195 |                             | $ | 32,779       |  | $ | 396,974
|Operating income                |  | $                                 | 64,141  |                             | $ | 3,268        |  | $ | 67,409 



|             |  |                    |           |                             |   |              |  |                    |           |                             |   |              |  |   |         |  |   |          
|------------ |  | ------------------ | --------- | --------------------------- | - | ------------ |  | ------------------ | --------- | --------------------------- | - | ------------ |  | - | ------- |  | - | ---------
|             |  | March 29, 2008     |           | December 31, 2007          
|             |  | (In thousands)    
|             |  | SemiconductorGroup |           | IndustrialApplicationsGroup |   | Consolidated |  | SemiconductorGroup |           | IndustrialApplicationsGroup |   | Consolidated
|Total assets |  | $                  | 1,650,446 |                             | $ | 296,479      |  | $                  | 1,946,925 |                             | $ | 1,792,443    |  | $ | 284,500 |  | $ | 2,076,943

Note 15. Related Party Transactions

We lease an aircraft from a third-party entity wholly owned by Richard S. Hill, our Chairman and Chief Executive Officer. Under the aircraft lease agreement, we incurred lease expenses of $0.2 million in each of the
three-month periods ended March 29, 2008 and March 31, 2007.

We recognized aggregate compensation expense of $0.1 million during each of the
three month periods ended March 29, 2008 and March 31, 2007 for immediate family members of certain of our executive officers employed in non-executive positions.

Current regulations prohibit company loans to executive officers, as defined by the SEC. We have outstanding loans to non-executive vice presidents and other key personnel. As of March 29, 2008 and
December 31, 2007, the total outstanding balance of such loans was $0.9 million and $1.0 million, respectively. As of March 29, 2008, nearly all of the outstanding balance was secured by collateral. Loans typically bear interest, except
for those made for employee relocation purposes. Bad debt expense related to loans to personnel has not historically been significant.

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

Cautionary Note
Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q and certain information incorporated herein by reference contain
forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements included or incorporated by reference in this Quarterly Report, other than statements that are purely
historical, are forward-looking statements. Words such as anticipate, expect, intend, plan, believe, seek, estimate, and similar expressions also identify
forward-looking statements. The forward-looking statements include, without limitation: our expectation that net orders will fluctuate due to the cyclicality of the semiconductor industry; our anticipation to reclassify net losses recorded as of
March 29, 2008 from OCI to earnings within the next twelve months; our expectation that the foreign currency forward exchange contracts we enter into will substantially offset the remeasurement gain or loss on corresponding intercompany
balances; our expectation that the adoption of certain accounting pronouncements will not have a significant impact on our Condensed Consolidated Financial Statements; our estimated amortization expense for currently recognized identifiable
intangible assets for the years ending December 31, 2009, 2010, 2011,2012 and 2013, respectively; our expectation that the remaining obligations in connection with vacated facilities will be satisfied no later than the lease terms, which expire
on various dates through 2017; our expectation that the ultimate disposition of the Linear litigation will not have a material adverse effect on our business, financial condition or operating results; our efforts to continue to work closely with our
customers and make substantial investments in research and development in order to continue to deliver innovative products which enhance productivity for our customers to utilize the latest technology; our belief that our continued investment in
research and development has positioned us for future growth; we are working towards the goal of reducing our operating expenses to $110 million per quarter, excluding foreign currency exchange effects and continue to evaluate various cost savings
opportunities and expect to see



15



---

##### Table of Contents

between $10 million to $13 million of nonrecurring expenses, as a result of actions we plan to take in the second quarter of 2008.; our belief that there is
strong underlying demand in the semiconductor industry over the long term; our belief that significant additional growth potential exists in the Asia region over the long term; our belief that significant investment in research and development is
required to remain competitive; our plan to continue to invest in new products and enhancement of our current product lines; our belief that most of our deferred tax assets will be realized due to anticipated future income; our expectation that
$37.6 million of unrecognized compensation related to unvested stock options, of which $13.6 million is expected to be recognized in the three remaining quarters of 2008 and $12.6 million, $8.9 million, and $2.5 million will be recognized in 2009,
2010 and 2011, respectively; our expectation that $28.3 million of unrecognized compensation cost related to restricted stock awards, of which $9.4 million is expected to be recognized in the next three quarters of 2008, and $9.5 million, $5.5
million, and $3.9 million is expected to be recognized in 2009, 2010 and 2011, respectively; our belief that we will ultimately be able to liquidate our investments in auction-rate securities without significant loss through successful auctions,
redemptions of securities by the issuers or upon maturity; our belief that the impairment of the auction-rate securities is temporary because they have either been guaranteed by the federal government or in the case of closed-end funds they are
backed by more than 200% collateral; our anticipation that the illiquidity of the auction-rate securities will not negatively affect our ability to execute our current business plan; our intention to continue to seek legal protection through patents
and trade secrets for our proprietary technology; our belief that our current cash position, cash generated through operations and equity offerings, and available borrowing capacity will be sufficient to meet our needs through the next twelve
months; our belief that the ultimate outcome of actions that have arisen in the normal course of business will not have a material adverse effect on our business, financial condition or results of operations; our expectation that sales of our
products to relatively few customers will continue to account for a high percentage of our net sales in the foreseeable future; our expectation to continue to experience significant fluctuations in our quarterly operating results; our expectation to
use the proceeds from certain credit agreements for working capital and other general corporate purposes, including the repurchase of shares; our expectation to repurchase shares from time to time in the open market, through block shares or
otherwise.

Our expectations, beliefs, objectives, intentions and strategies regarding the future, including, without limitation, those concerning expected
operating results, revenues and earnings and current and potential litigation are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from results contemplated by the
forward-looking statements. These risks and uncertainties include, but are not limited to: unanticipated trends with respect to the cyclicality of the semiconductor industry; inability to reclassify net losses from OCI to earnings within the next
twelve months; inability to accurately assess demand in the semiconductor industry over the long term; inaccuracies regarding growth potential in the Asia region over the long term; sustained decrease in or leveling off of customer demand; inability
to predict the impact of the Linear litigation on our business, financial conditions or operating results; inability to accurately assess the ability of certain foreign currency forward exchange contracts to offset remeasurement gains and losses;
inability to accurately predict the impact of new accounting pronouncements on our Condensed Consolidated Financial Statements; inability to accurately assess the period in which the Company can recognize unrecognized compensation related to
unvested stock options and restricted stock awards; inaccuracies related to the satisfaction of remaining obligations related to vacated leases; inability of the Company to meet certain performance conditions that may result in forfeiture of certain
restricted stock awards; inability to anticipate cyclical changes in customers capacity utilization and demand; the negative impact of higher cost of services on gross margins; inability to realize efficiencies from outsourcing; inability to
invest in research and development of existing and new product lines; inability to introduce new and enhanced products in a timely way in order to remain competitive; inability to accurately assess the changing product needs of our customers; loss
of a major customer; the need to seek new customers and diversify our customer base; unanticipated need for additional liquid assets in the next twelve months; our failure to accurately predict the effect of the ultimate outcome of current
litigation on our business, financial condition, results of operations or material adjustment to our financial statements; inherent uncertainty in the outcome of litigation matters; our potential inability to enforce our patents and protect our
trade secrets; inability to reduce operational expenses in the second quarter of 2008; unexpected delays in executing certain actions which impact our ability to predict the amount of nonrecurring expenses recognized during the second quarter of
2008; and inability to accurately predict our ability to recover the carrying value of our investment in auction-rate securities, market changes negatively affecting auction-rate securities and the governments inability to guarantee the
underlying securities.

The forward-looking statements in this Quarterly Report on Form 10-Q are subject to additional risks and uncertainties set forth
under the heading Risk Factors in Item 1A of Part II, and are based on information available to us on the date hereof. We assume no obligation to update any forward-looking statements. Readers are cautioned not to place undue
reliance on forward-looking statements, which speak only as of the date of the filing of this Quarterly Report on Form 10-Q. Readers should also review carefully the cautionary statements and risk factors listed in our Annual Report on Form 10-K for
the year ended December 31, 2007 and in our other filings with the SEC, including our Forms 10-Q and 8-K and our Annual Report to Shareholders.



16



---

##### Table of Contents

Introduction

The
following Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to provide readers with an understanding of our business. The following are included in our MD&A:



| |  | Overview of our Business and Industry;
|- |  | --------------------------------------



| |  | Financial Performance Overview;
|- |  | -------------------------------



| |  | Results of Operations;
|- |  | ----------------------



| |  | Critical Accounting Policies; and
|- |  | ---------------------------------



| |  | Liquidity and Capital Resources.
|- |  | --------------------------------

Overview of Our
Business and Industry

Novellus Systems, Inc. is a California corporation organized in 1984. At Novellus, we primarily develop, manufacture, sell and
support equipment used in the fabrication of integrated circuits, commonly called chips or semiconductors. Customers for these products manufacture chips for sale or for incorporation in their own products, or provide chip-manufacturing services to
third parties. The segment of our business serving this area is the Semiconductor Group.

In 2004, we diversified by acquiring Peter Wolters AG, a German
company specializing in lapping and polishing equipment for a number of industries. With the acquisition of Peter Wolters AG, Novellus entered into market sectors beyond semiconductor manufacturing. We call this segment the Industrial Applications
Group (IAG). In November 2005 we acquired Voumard, a privately-held manufacturer of high-precision machine manufacturing tools based in Neuchatel, Switzerland, to expand our product offerings within IAG.

In the Semiconductor Group, our business depends on capital expenditures made by integrated circuit manufacturers, who in turn are dependent on corporate and consumer
demand for integrated circuits and the electronic products which use them. Since the industry in which we operate is driven by spending for electronic products, our business is directly affected by growth or contraction in the global economy as well
as by the adoption of new technologies. Demand for personal computers, the expansion of the Internet and telecommunications industries, and the emergence of new applications in consumer electronics have a direct impact on our business. In addition,
the industry is characterized by intense competition and rapidly changing technology. We continue to work closely with our customers and make substantial investments in research and development in order to continue delivering innovative products
which enhance productivity for our customers and utilize the latest technology. We believe these investments have positioned us for future growth.

In the
Industrial Applications Group, our business depends on capital expenditures made by manufacturers in sectors such as vehicles, aircraft and electronic products, parts and components. At the broadest level, machine tools demand is highly
sensitive to macroeconomic conditions as our customer base includes some of the most cyclically sensitive industries in the economy. As a result, such variables as the outlook for overall economic growth, fixed investment and durable goods shipments
directly affect the growth of our business. Our industrial business also depends on niche applications in addition to the general machine tool cycle. As we continue to expand our capabilities in this segment, our operations are increasingly impacted
by the wafer industry which, similar to the semiconductor segment, is also characterized by intense competition and rapidly changing technology.

We focus
on certain key quarterly financial data to manage our business. Net sales, gross profit, net income and net income per share are the primary measures we use to monitor performance. We also use certain non-GAAP measures, such as shipments and net
orders, to assess business trends and performance. Shipments consists of products shipped to customers, without regard to net sales adjustments such as deferrals associated with customer acceptance. Shipments and net orders, which are also referred
to as bookings, are used to forecast and plan future operations. Net orders consist of current period orders less current period cancellations. We do not report orders for systems with delivery dates more than 12 months out.



17



---

##### Table of Contents

The following table sets forth certain quarterly financial information for the periods indicated (in thousands, except
per share data and percentages):



|                                        |              |                          |         |               |      |   |              |    |  |               |         |    |              |   |         |    |  |   |         |   
|--------------------------------------- | ------------ | ------------------------ | ------- | ------------- | ---- | - | ------------ | -- |  | ------------- | ------- | -- | ------------ | - | ------- | -- |  | - | ------- | --
|                                        |              | Quarterly Financial Data |        
|                                        |              | 2008                     |         |               | 2007 |  
|                                        | FirstQuarter |                          |         | FourthQuarter |      |   | ThirdQuarter |    |  | SecondQuarter |         |    | FirstQuarter |  
|Net sales                               |              | $                        | 314,713 |               |      | $ | 363,463      |    |  | $             | 393,277 |    |              | $ | 416,335 |    |  | $ | 396,974 |   
|Gross profit                            |              | $                        | 144,940 |               |      | $ | 171,863      |    |  | $             | 194,307 |    |              | $ | 208,110 |    |  | $ | 194,909 |   
|Net income                              |              | $                        | 15,529  |               |      | $ | 52,861       |    |  | $             | 49,711  |    |              | $ | 57,345  |    |  | $ | 53,783  |   
|Net income per share  Diluted          |              | $                        | 0.15    |               |      | $ | 0.47         |    |  | $             | 0.41    |    |              | $ | 0.45    |    |  | $ | 0.42    |   
|Shipments                               |              | $                        | 312,857 |               |      | $ | 363,055      |    |  | $             | 387,817 |    |              | $ | 436,382 |    |  | $ | 389,052 |   
|Change in shipments from prior quarter  |              |                          | (14     | )%            |      |   | (6           | )% |  |               | (11     | )% |              |   | 12      | %  |  |   | (0      | )%
|Net orders                              |              | $                        | 297,025 |               |      | $ | 343,086      |    |  | $             | 305,329 |    |              | $ | 332,201 |    |  | $ | 412,219 |   
|Change in net orders from prior quarter |              |                          | (13     | )%            |      |   | 12           | %  |  |               | (8      | )% |              |   | (19     | )% |  |   | (7      | )%

We expect that net orders will continue to fluctuate due to the cyclical nature of our industry. The receipt of
net orders in a particular quarter affects revenue in subsequent quarters. Net orders result in revenue either at shipment and transfer of title or upon customer acceptance of the equipment. Our revenue recognition policy addresses the distinction
between the revenue recognized upon shipment and transfer of title and the revenue recognized upon customer acceptance. Equipment generally ships within two to six months of receiving the related order and if applicable, customer acceptance is
typically received one to six months after shipment. These time lines are general estimates and actual times may vary depending on specific customer circumstances.

The decrease in net orders from the fourth quarter of 2007 is the result of ongoing weakness in the semiconductor industry. We are working towards the goal of reducing our operating expenses to $110 million per quarter, excluding foreign
currency exchange effects. We continue to evaluate various cost savings opportunities and expect to see $10 million to $13 million of nonrecurring expenses as a result of actions we plan to take in the second quarter of 2008.

Financial Performance Overview

The following is an overview of our
financial performance for the first quarter of 2008 compared to the first quarter of 2007:



| |  | Net sales decreased 20.7% to $314.7 million from $397.0 million;
|- |  | ----------------------------------------------------------------



| |  | Net income decreased 71.1% to $15.5 million from $53.8 million;
|- |  | ---------------------------------------------------------------



| |  | Diluted net income per share decreased to $0.15 from $0.42;
|- |  | -----------------------------------------------------------



| |  | Shipments decreased 19.6% to $312.9 million from $389.1 million.
|- |  | ----------------------------------------------------------------



| |  | Net orders decreased 27.9% to $297.0 million from $412.2 million; and
|- |  | ---------------------------------------------------------------------

Results of Operations

Net Sales



|                              |               |                    |                  |                      |               |         |        |   |         |        |     |    |  |     |   
|----------------------------- | ------------- | ------------------ | ---------------- | -------------------- | ------------- | ------- | ------ | - | ------- | ------ | --- | -- |  | --- | --
|                              |               | Three Months Ended |                  | Q1 2008% Change From |              
|                              | March 29,2008 |                    | December 31,2007 |                      | March 31,2007 |         | Q42007 |   |         | Q12007 |    
|                              |               |                    | (In thousands)   |                      |               |         |        |   |         |        |    
|Semiconductor Group           |               | $                  | 270,350          |                      | $             | 302,676 |        | $ | 364,195 |        | (11 | )% |  | (26 | )%
|Industrial Applications Group |               | $                  | 44,363           |                      | $             | 60,787  |        | $ | 32,779  |        | (27 | )% |  | 35  | % 
|                              |               |                    |                  |                      |               |         |        |   |         |        |     |    |  |     |   
|Net sales                     |               | $                  | 314,713          |                      | $             | 363,463 |        | $ | 396,974 |        | (13 | )% |  | (21 | )%

The net sales we report are correlated to shipments in the current period, previously reported shipments and the
timing of customer acceptance. Deferred revenue at the end of the first quarter of 2008 was $115.7 million. Net sales recorded in the Semiconductor Group decreased compared to prior periods as a result of ongoing weakness in the semiconductor
industry.

Industrial Applications Group (IAG) net sales are down from the fourth quarter of 2007 primarily as a result of delays in customer acceptance.
IAG net sales are up year over year due to improved performance in the business and favorable exchange rate



18



---

##### Table of Contents

fluctuations. The primary functional currency of IAG is the Euro. Changes in the exchange rate had the effect of increasing net sales by 12% in the first
quarter of 2008 over the first quarter of 2007.

Geographical net sales as a percentage of total net sales were as follows (based upon the location of our
customers facilities):



|              |               |                    |                  |     |               |    
|------------- | ------------- | ------------------ | ---------------- | --- | ------------- | ---
|              |               | Three Months Ended
|              | March 29,2008 |                    | December 31,2007 |     | March 31,2007
|Asia          |               | 62%                |                  | 61% |               | 71%
|North America |               | 30%                |                  | 29% |               | 22%
|Europe        |               | 8%                 |                  | 10% |               | 7% 

A significant portion of our net sales is generated in Asia, primarily because a substantial portion of the
worlds semiconductor manufacturing capacity is located there. Our Asia region includes Korea, Japan, Singapore, Malaysia, China and Taiwan. In the fourth quarter of 2006, we established in Singapore our new international headquarters for
sales, which more closely aligns our operational structure with our customer base. We plan to continue to focus on expanding our market presence in Asia, as we believe that significant additional growth potential exists in this region over the long
term.

Gross Profit

|             |                        |                    |         |                  |                      |   |               |   |  |        |         |   |        |     |    |  |     |   
|------------ | ---------------------- | ------------------ | ------- | ---------------- | -------------------- | - | ------------- | - |  | ------ | ------- | - | ------ | --- | -- |  | --- | --
|             |                        | Three Months Ended |         |                  | Q1 2008% Change From |  
|             | March 29,2008          |                    |         | December 31,2007 |                      |   | March 31,2007 |   |  | Q42007 |         |   | Q12007 |    
|             | (Dollars in thousands) |                    |         |                  |                      |   |               |  
|Gross profit |                        | $                  | 144,940 |                  |                      | $ | 171,863       |   |  | $      | 194,909 |   |        | (16 | )% |  | (26 | )%
|Gross margin |                        |                    | 46      | %                |                      |   | 47            | % |  |        | 49      | % |        |     |    |  |     |   

The decrease in gross margin in the first quarter of 2008 compared to prior periods is primarily due to product
mix and lower absorption of fixed overhead costs as production volumes decreased. In addition, we incurred higher write-downs of evaluation systems in our Semiconductor Group as compared to the first quarter of 2007. Gross margin in the first
quarter of 2008 also decreased from the first quarter of 2007 as a result of an increase in the percentage of total sales represented by IAG products, whose margins are generally lower than Semiconductor Group products.

Selling, General and Administrative (SG&A)

|               |                        |                    |        |                  |                      |   |               |   |  |        |        |   |        |   |   |  |     |   
|-------------- | ---------------------- | ------------------ | ------ | ---------------- | -------------------- | - | ------------- | - |  | ------ | ------ | - | ------ | - | - |  | --- | --
|               |                        | Three Months Ended |        |                  | Q1 2008% Change From |  
|               | March 29,2008          |                    |        | December 31,2007 |                      |   | March 31,2007 |   |  | Q42007 |        |   | Q12007 |  
|               | (Dollars in thousands) |                    |        |                  |                      |   |               |  
|SG&A expense   |                        | $                  | 60,329 |                  |                      | $ | 59,487        |   |  | $      | 67,100 |   |        | 1 | % |  | (10 | )%
|% of net sales |                        |                    | 19     | %                |                      |   | 16            | % |  |        | 17     | % |        |   |   |  |     |   

SG&A expense includes compensation and benefits for corporate, financial, marketing, sales and administrative
personnel as well as travel expenses and professional service fees. Also included are expenses for rents, utilities, and depreciation and amortization related to the assets utilized by these functions.

SG&A expense decreased in absolute dollars in the first quarter of 2008 from first quarter 2007 levels, primarily as a result of savings from our planned shutdowns
during the first quarter of 2008. In addition, we incurred lower commissions, profit sharing and other sales and marketing related costs as a result of decreased sales volumes. Excluding the benefit recorded in the fourth quarter of 2007 related to
the reversal of previously recorded stock-based compensation expense of $5.7 million, of which $1.5 million was recognized in the first quarter of 2007, SG&A expense was lower by $4.9 million in the first quarter of 2008 for the same reasons
discussed above. SG&A expense increased as a percentage of net sales in the first quarter of 2008 compared to prior periods primarily due to the decrease in net sales.

Research and Development (R&D)

|               |                        |                    |        |                  |                      |   |               |   |  |        |        |   |        |   |   |  |    |   
|-------------- | ---------------------- | ------------------ | ------ | ---------------- | -------------------- | - | ------------- | - |  | ------ | ------ | - | ------ | - | - |  | -- | --
|               |                        | Three Months Ended |        |                  | Q1 2008% Change From |  
|               | March 29,2008          |                    |        | December 31,2007 |                      |   | March 31,2007 |   |  | Q42007 |        |   | Q12007 |  
|               | (Dollars in thousands) |                    |        |                  |                      |   |               |  
|R&D expense    |                        | $                  | 57,340 |                  |                      | $ | 55,867        |   |  | $      | 60,400 |   |        | 3 | % |  | (5 | )%
|% of net sales |                        |                    | 18     | %                |                      |   | 15            | % |  |        | 15     | % |        |   |   |  |    |   



19



---

##### Table of Contents

R&D expense includes compensation and benefits for our research and development personnel, project materials,
chemicals and other direct expenses incurred in product and technology development. Also included are expenses for equipment repairs and maintenance, rents, utilities and depreciation. Our significant investments in R&D over the past several
years reflect our strong commitment to the continuous improvement of our current product lines and the development of new products and technologies. We continue to believe that significant investment in R&D is required to remain competitive, and
we plan to continue to invest in new products and enhancement of our current product lines.

R&D expense increased as a percentage of sales in the
first quarter of 2008 compared to prior periods substantially as a result of the decrease in net sales. Excluding the benefit recorded in the fourth quarter of 2007 related to the reversal of previously recorded stock-based compensation expense of
$2.4 million, of which $0.8 million was recognized in the first quarter of 2007, R&D expense was lower by $1.0 million in the first quarter of 2008 primarily as a result of a reduction in headcount and profit sharing. R&D expense decreased
in absolute dollars from the first quarter 2007 levels primarily as a result of reduced headcount and planned shutdowns during the first quarter of 2008.

Restructuring and Other Charges (Benefits)



|                                           |                        |                    |   |                  |  |   |               |   |  |   |   |  
|------------------------------------------ | ---------------------- | ------------------ | - | ---------------- |  | - | ------------- | - |  | - | - | -
|                                           |                        | Three Months Ended |  
|                                           | March 29,2008          |                    |   | December 31,2006 |  |   | March 31,2007 |  
|                                           | (Dollars in thousands) |                   
|Restructuring and other charges (benefits) |                        | $                  |  |                  |  | $ | (8,013        | ) |  | $ |  |  
|% of net sales                             |                        |                    |  | %                |  |   | 2             | % |  |   |  | %

We did not incur charges related to restructuring in the first quarter of 2008 or in the first quarter of 2007. At
the end of the first quarter of 2008, substantially all activities under previous restructuring plans had been completed, except for payments of future rent obligations related to vacated facilities, for which leases expire on various dates through
2017. All remaining restructuring activity relates to the Semiconductor Group.

In the fourth quarter of 2007, we completed the sale of certain facilities
in San Jose, California, resulting in a gain of $9.1 million that was included in operating income as part of Restructuring and other charges (benefits). This sale substantially completed the actions contemplated under the restructuring plan
implemented during the first quarter of 2006. Offsetting the gain on sale of assets was $1.1 million in additional expenses resulting from changes in estimates associated primarily with facility exit costs.

Interest and Other Income, Net



|                               |               |                        |             |                  |                      |   |               |   |  |        |        |   |        |     |    |  |     |   
|------------------------------ | ------------- | ---------------------- | ----------- | ---------------- | -------------------- | - | ------------- | - |  | ------ | ------ | - | ------ | --- | -- |  | --- | --
|                               |               | Three Months Ended     |             |                  | Q1 2008% Change From |  
|                               | March 29,2008 |                        |             | December 31,2007 |                      |   | March 31,2007 |   |  | Q42007 |        |   | Q12007 |    
|                               |               | (Dollars in thousands) |             |                  |                      |   |               |   | 
|Interest and other income, net |               | $                      | 1,109       |                  |                      | $ | 9,993         |   |  | $      | 11,107 |   |        | (89 | )% |  | (90 | )%
|% of net sales                 |               |                        | Less than 1 | %                |                      |   | 3             | % |  |        | 3      | % |        |     |    |  |     |   

Interest and other income, net includes interest income, interest expense and other non-operating items. Interest
and other income, net decreased from the fourth quarter of 2007 and the first quarter of 2007 primarily from decreased interest income of $4.2 million and $4.6 million, respectively, as a result of declining yields on interest bearing investments,
lower balances of cash, cash equivalents and investments, and the transition to U.S. Treasuries that provided lower yields. Additionally, there were decreased gains on foreign currency transactions of $2.7 million and $4.2 million from the fourth
quarter of 2007 and the first quarter of 2007, respectively, and the write-off of a short-term investment in the amount of $0.7 million during the first quarter of 2008.

Income Taxes

Our effective tax rates were 45.3% and 31.5% in the first quarter of 2008 and the first quarter
of 2007, respectively. The difference in the effective tax rate in 2008 as compared to 2007 results from lower tax-exempt interest income for 2008, the expiration of the federal R&D tax credit for 2008, lower profitability for 2008, discrete tax
items for 2008 and non-recurring 2007 tax benefits. Our future effective income tax rate depends on various factors, such as the companys operating results before taxes, tax legislation, the



20



---

##### Table of Contents

geographic composition of pre-tax operating results, non-deductible expenses incurred in connection with acquisitions and discrete items outside of the
annual effective tax rate such as interest expense on uncertain tax positions and stock option and restricted stock-based deductions.

Critical
Accounting Policies

The preparation of financial statements in conformity with U.S. GAAP requires that we make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses and the related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our assumptions and estimates, including those related to recognition of revenue,
valuation of investments, valuation of inventory, valuation of goodwill and other intangible assets, valuation of deferred tax assets, adequacy of warranty obligations, measurement of restructuring and impairment charges, compliance with hedge
accounting for derivatives, measurement of stock-based compensation expense and litigation. We base our estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We discuss our
critical accounting policies in Managements Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2007. Except for the critical accounting policy set
forth below entitled Valuation of Investments, there have been no other significant changes in our critical accounting policies or estimates since those reported in our Annual Report.

Valuation of Investments

In valuing our investments we
predominantly use market data or data derived from market sources. When market data is not available, such as when the investment is illiquid, we employ a cash-flow-based modeling technique to arrive at the recorded fair value. This process involves
incorporating our assumption about the anticipated term and the yield that a market participant would require to purchase the security in the marketplace. At March 29, 2008 we recorded a temporary impairment charge of $5.8 million within OCI
based upon our assessment of the fair value of our auction-rate securities (see Note 3 to the Condensed Consolidated Financial Statements).

Liquidity
and Capital Resources

Cash, Cash Equivalents and Short-Term Investments



|                                                        |                |               |         |                  |   |        
|------------------------------------------------------- | -------------- | ------------- | ------- | ---------------- | - | -------
|                                                        |                | March 29,2008 |         | December 31,2007
|                                                        | (In thousands)
|Cash and cash equivalents                               |                | $             | 242,585 |                  | $ | 175,071
|Short-term investments                                  |                |               | 54,571  |                  |   | 421,695
|                                                        |                |               |         |                  |   |        
|Total cash, cash equivalents and short-term investments |                | $             | 297,156 |                  | $ | 596,766

We have historically financed our operating and capital resource requirements through cash flows from operations,
sales of equity securities and borrowings. Our primary source of liquidity as of March 29, 2008 consisted of $297.2 million of cash, cash equivalents and short-term investments. This amount represents a decrease of $299.6 million from $596.8
million as of December 31, 2007.

As of March 29, 2008, we held approximately $117.6 million of tax-exempt auction-rate securities, classified as
non-current assets, whose underlying assets are generally student loans, which are substantially backed by the federal government, or closed-end municipal funds. Beginning in February 2008, many of these auction-rate securities became illiquid
because their scheduled auctions failed to settle. As a result, we may have limited or no opportunities to liquidate these investments and fully recover their stated value in the near term. An auction failure occurs when the parties wishing to sell
securities at auction cannot. When an auction fails the affected securities begin to pay interest under their default interest rate terms. As a result of this illiquidity caused by the lack of an active market, $117.6 million of these investments
were classified as non-current and a temporary unrealized loss of $5.8 million was recorded in the first quarter of 2008. We utilized a cash-flow-based valuation method in determining the fair value of these securities, which used significant
unobservable inputs at March 29, 2008.

We believe the impairment of these securities is temporary because they have either been guaranteed by the
federal government or in the case of closed-end funds they are backed by more than 200% collateral. Substantially all of our auction-rate securities are currently rated AAA, the highest rating by a rating agency. We believe we will ultimately be
able to liquidate these investments



21



---

##### Table of Contents

without significant loss through successful auctions, redemptions of securities by the issuers, or upon maturity. However, it could take until the final
maturity of the underlying notes (up to 50 years) to realize the investments full value. Based on our expected operating cash flows, and our other sources of cash, we do not anticipate that the current illiquidity of these investments will
adversely affect our operations.

Cash Flow Summary



|                                                              |                |          |          |   |          |   |         |  
|------------------------------------------------------------- | -------------- | -------- | -------- | - | -------- | - | ------- | -
|                                                              |                | 2008 YTD |          |   | 2007 YTD |  
|                                                              | (In thousands) |         
|Net cash provided by (used in):                               |                |          |          |   |          |   |         |  
|Operating activities                                          |                | $        | (32,520  | ) |          | $ | (1,675  | )
|Investing activities                                          |                |          | 237,342  |   |          |   | (41,125 | )
|Financing activities                                          |                |          | (139,722 | ) |          |   | 16,339  |  
|Effects of exchange rate changes on cash and cash equivalents |                |          | 2,414    |   |          |   | (744    | )
|                                                              |                |          |          |   |          |   |         |  
|Net increase (decrease) in cash and cash equivalents          |                | $        | 67,514   |   |          | $ | (27,205 | )
|                                                              |                |          |          |   |          |   |         |  

Operating

Net cash used in operating activities during the first quarter of 2008 was $32.5 million. This amount consisted primarily of $15.5 million provided by net income, adjusted for non-cash expense items of $36.5 million and increases in working
capital accounts of $84.5 million. The primary reason for the decrease in cash flows from operating activities from the same period in the prior year is lower net income. In the first quarter cash flows were negatively affected by significant
changes in accounts receivable, inventory and accrued payroll and related expenses. Accounts receivable increased by $23.8 million from year-end levels and days sales outstanding (DSO) increased in the first quarter of 2008. The increase in both
accounts receivable and DSO resulted from slower payments by customers and decreases in factoring of receivables. The increase in inventory levels of $24.9 million compared to year end is primarily the result of customer order push-outs. The $27.8
million decrease in accrued payroll and other related expenses was primarily the result of the payment of 2007 employee profit sharing during the first quarter of 2008.

Net cash used in operating activities during the first quarter of 2007 was $1.7 million. This amount consisted primarily of $53.8 million provided by net income, adjusted for non-cash expenses items of $39.9 million
and increases in working capital accounts of $95.4 million. Accounts receivable increased by $59.4 million, primarily due to timing of first quarter sales and a reduction in the use of factoring, and inventory increased by $34.4 million due, to an
increase in work in process and finished goods inventory to meet forecasted second quarter shipments.

Investing

Net cash provided by investing activities during the first quarter of 2008 was $237.3 million, which consisted primarily of net purchases, sales and maturities of
short-term investments of $241.4 million, offset by capital expenditures of $3.6 million. As of March 29, 2008, we had no significant commitments to purchase property or equipment.

Net cash used in investing activities during the first quarter of 2007 was $41.1 million, which consisted primarily of net purchases of short-term investments of $30.9 million and capital expenditures of $10.2
million. As of March 31, 2007, we had no significant commitments to purchase property or equipment.

Financing

Net cash used in financing activities during the first quarter of 2008 was $139.7 million. This amount consisted primarily of repurchases of common stock of
$150.2 million, offset by proceeds from lines of credit of $10.1 million.

Net cash provided by financing activities during the first quarter of 2007
was $16.3 million, which consisted primarily of proceeds from employee stock compensation plans of $15.3 million.

Liquidity

In December 2006 we entered into a credit agreement with certain lenders (the Agreement), which established a senior unsecured five-year revolving credit line with an
aggregate committed amount of $150.0 million. The Agreement includes an option to increase



22



---

##### Table of Contents

the total line by up to an additional $100.0 million under certain circumstances. We expect to use the proceeds, if any, for working capital and other
general corporate purposes, including the repurchase of our own common shares. The Agreement contains customary affirmative and negative covenants, financial covenants, representations and warranties and events of default, which are subject to
various exceptions and qualifications. We were in compliance with these covenants as of March 29, 2008. No amounts were outstanding under the Agreement as of March 29, 2008.

During 2004, we entered into a credit arrangement denominated in Euros to fund the acquisition of Peter Wolters AG and for general corporate purposes. Borrowings as of March 29, 2008 under this credit arrangement
were $152.7 million and were primarily secured by cash or short-term investments on deposit, which are included within restricted cash and cash equivalents on our Condensed Consolidated Balance Sheet. All borrowings under this credit arrangement are
due and payable on or before June 25, 2009. This credit arrangement includes certain financial covenants, with which we were in compliance as of March 29, 2008.

We have available short-term credit facilities with various financial institutions totaling $101.6 million. These credit facilities bear interest at various rates, expire on various dates through March 2009 and are
used for general corporate purposes. As of March 29, 2008, $12.9 million of borrowings was outstanding under the short-term lines of credit at a weighted-average interest rate of 1.0%, $21.6 million was pledged against outstanding letters of
credit and the remaining $67.1 million was unutilized.

Our current available long-term credit facilities, including the long-term credit facilities
described above, total $353.3 million, of which $199.1 million was unutilized as of March 29, 2008. These credit facilities bear interest at a weighted-average rate of 4.4% and expire through December 2037. As of March 29, 2008, we had
$154.2 million in long-term debt outstanding.

We believe that our current cash position, cash generated through operations and equity offerings, and
available borrowings will be sufficient to meet our needs at least through the next 12 months.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For quantitative and qualitative disclosures about
market risk affecting Novellus, see Item 7A: Quantitative and Qualitative Disclosures about Market Risk in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007. Our exposure related to market risk has not
changed materially since December 31, 2007.

ITEM 4: CONTROLS AND PROCEDURES

Quarterly Evaluation of Our Disclosure Controls and Internal Controls

As of the end of the period covered by this Quarterly Report on Form 10-Q, we evaluated the effectiveness of the design and operation of our
disclosure controls and procedures and our internal controls and procedures for financial reporting. This control evaluation was done under the supervision and with the participation of management, including our Chief Executive Officer and Principal
Financial Officer. Rules adopted by the SEC require that in this section of the Quarterly Report on Form 10-Q, we present the conclusions of the Chief Executive Officer and the Principal Financial Officer about the effectiveness of our disclosure
controls and internal controls for financial reporting based on and as of the date of the controls evaluation.

CEO and PFO Certifications

The certifications of the Chief Executive Officer and the Principal Financial Officer required in accordance with Section 302 of the Sarbanes-Oxley
Act of 2002 are filed as exhibits to this Quarterly Report on Form 10-Q. This section of the Quarterly Report on Form 10-Q is the information concerning the controls evaluation referred to in the Section 302 certifications and this information
should be read in conjunction with the Section 302 certifications for a more complete understanding of the topics presented.

Disclosure
Controls and Internal Controls for Financial Reporting

Disclosure controls are procedures that are designed with the objective of ensuring that
information required to be disclosed in our reports filed under the Exchange Act such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms.
Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Chief Executive Officer and Principal Financial Officer, as appropriate to allow timely
decisions regarding required disclosure. Internal controls for financial reporting are procedures which are designed with the objective of providing reasonable assurance that our transactions are properly authorized, our assets are safeguarded
against unauthorized or improper use and our transactions are properly recorded and reported, all to permit the preparation of our financial statements in conformity with U.S. GAAP.



23



---

##### Table of Contents

Limitations on the Effectiveness of Controls

Our management, including the Chief Executive Officer and the Principal Financial Officer, does not expect that our disclosure controls or our internal controls for financial reporting will prevent all error and all
fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are 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. Because of 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, 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. Additionally, controls can 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 also is based in part upon 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 the degree of compliance with the policies or
procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Scope of the Controls Evaluation

The evaluation of our disclosure controls and our internal controls for
financial reporting by our Chief Executive Officer and our Principal Financial Officer included a review of the objective and design of the controls, our implementation of the controls and the effect of the controls on the information generated for
use in this Quarterly Report on Form 10-Q. In accordance with SEC requirements, the Chief Executive Officer and the Principal Financial Officer note that, during our most recent fiscal quarter, there have been no changes in our internal controls for
financial reporting that have materially affected or are reasonably likely to materially affect our internal controls for financial reporting.

Conclusions

Based upon the controls evaluation, our Chief Executive Officer and our Principal Financial Officer have concluded that,
subject to the limitations noted above, our disclosure controls are effective to ensure that material information relating to the Company is made known to management, including the Chief Executive Officer and the Principal Financial Officer,
particularly during the period when our periodic reports are being prepared, and that our internal controls for financial reporting are effective to provide reasonable assurance that our financial statements are fairly presented in conformity with
U.S. GAAP.

PART II: OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

There have been no material developments in litigation matters during the quarter ended
March 29, 2008 from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2007.

We are a defendant or plaintiff in
various actions that have arisen in the normal course of business. We believe that the ultimate disposition of these matters will not have a material adverse effect on our business, financial condition or results of operations. However, due to the
uncertainty surrounding the litigation process, we are unable to estimate a range of loss, if any, at this time.

ITEM 1A: RISK FACTORS

Set forth below and elsewhere in this Quarterly Report on Form 10-Q, and in other documents we file
with the SEC, are risks and uncertainties that could cause actual results to differ materially from the results expressed or implied by the forward-looking statements contained in this Quarterly Report.



24



---

##### Table of Contents

Rapid technological change in the semiconductor industry requires substantial research and
development expenditures and responsiveness to customer needs.

We devote a significant portion of our personnel and financial resources to research
and development programs, and we seek to maintain close relationships with our customers in order to remain responsive to their product and manufacturing process needs. Our success depends in part on our ability to accurately predict evolving
industry standards, to develop innovative solutions and improve existing technologies, to win market acceptance of our new and advanced technologies and to manufacture our products in a timely and cost-effective manner. Our products and processes
must address changing customer needs in a range of materials, including copper and aluminum, at ever-smaller line widths and feature sizes, while maintaining our focus on manufacturing efficiency and product reliability. If we do not continue to
gain market acceptance for our new technologies and products, or develop and introduce improvements in a timely manner in response to changing market conditions or customer requirements, or remain focused on research and development efforts that
will translate into greater revenues, our business could be seriously harmed.

In the capital equipment market, technological innovations tend to have long
development cycles. We have experienced delays and technical and manufacturing difficulties from time to time in the introduction of certain of our products and product enhancements. In addition, we may experience delays and technical and
manufacturing difficulties in future introductions or volume production of our new systems or enhancements. The increased costs and reduced efficiencies that may be associated with the development, manufacture, sale and support of future products or
product enhancements relative to our existing products may adversely affect our operating results.

Our success in developing, introducing and selling new
and enhanced systems depends upon a variety of factors, including product selection; hiring, retaining and motivating highly qualified design and engineering personnel; timely and efficient completion of product design and development;
implementation of manufacturing and assembly processes; achieving specified product performance in the field; and effective sales and marketing. There can be no assurance that we will be successful in selecting, developing, manufacturing and
marketing new products, or in enhancing our existing products. There can be no assurance that revenue from future products or product enhancements will be sufficient to recover our investments in research and development. To ensure the functionality
and reliability of our future product introductions or product improvements, we incur substantial research and development costs early in development cycles, before we can confirm the technical feasibility or commercial viability of a product or
product improvement. If new products have reliability or quality problems, reduced orders, or higher manufacturing costs, delays in collecting accounts receivable and additional service may result and warranty expenses may rise, affecting our gross
margins. Any of these events could materially and adversely affect our business, financial condition or results of operations.

Changes in tax rates, tax assets or liabilities have negatively impacted our results and could further negatively impact our future results.

We are subject to taxation in the United States and other countries. Our tax rate has fluctuated in the past and may fluctuate in the future. For example, our effective tax rate in the first quarter of 2008 was higher than our tax rate in
fiscal year 2007 as a result of lower tax-exempt interest income for 2008, the expiration of the federal R&D tax credit for 2008, lower profitability for 2008, discrete tax items for 2008 and non-recurring 2007 tax benefits.

Future tax rates could continue to be affected by the above factors as well as changes in the composition of earnings in countries with differing tax rates, changes in
the valuation of deferred tax assets and liabilities, or changes in the tax laws. We are also subject to regular examination of our tax returns by the Internal Revenue Service (IRS) and other tax authorities. The IRS and other tax authorities have
increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and the use of intangible assets. We could face significant future challenges on these transfer pricing issues in one or more
jurisdictions. We regularly assess the likelihood of favorable or unfavorable outcomes resulting from examinations by the IRS and other tax authorities to determine the adequacy of our provision for income taxes. Although we believe that our tax
estimates are reasonable, there can be no assurance that any final determination will not be materially different from the treatment reflected in our historical income tax provisions and accruals. Factors that could cause estimates to be materially
different include, but are not limited to:



| |  | Changes in the regulatory environment;
|- |  | --------------------------------------



| |  | Changes in accounting and tax standards or practices; and
|- |  | ---------------------------------------------------------



| |  | Overall business conditions in the equipment industry.
|- |  | ------------------------------------------------------



25



---

##### Table of Contents

Our financial results have fallen short and may continue to fall short of anticipated levels;
forecasting net sales and profitability is complex and our forecasts may be inaccurate.

Our financial results in the first quarter of 2008 fell
short of previously announced guidance for the quarter. This was the result of higher than anticipated manufacturing costs, higher write-downs of evaluation systems and a higher than anticipated effective tax rate. Management typically provides
quarterly financial forecasts. These forecasts when made are based on assumptions believed to be reasonable at the time. However, actual results may vary from forecasted results for a variety of reasons as evidenced by the first quarter 2008
results. Our lengthy sales cycle, coupled with customers competing capital budget considerations, makes the timing of customer orders and product acceptances difficult to predict. In addition, our backlog at the beginning of a quarter
typically does not include all orders required to achieve our sales objectives for that quarter and is not a reliable indicator of our future sales. As a result, our revenues and operating results for a quarter depend on our shipping orders as
scheduled during that quarter, receiving customer acceptance of shipped products during the quarter, and obtaining new orders for products to be shipped in that same quarter. Any delay in, or cancellation of, scheduled shipments and customer
acceptances or in shipments from new orders could materially and adversely affect our financial results. These factors have caused and may continue to cause our financial results to differ materially from prior periods and from financial forecasts
we have previously provided.

Although we believe that these forecasts provide investors and analysts with a better understanding of managements
expectations for the future and are useful to our stockholders and potential stockholders, such forecasts are comprised of forward-looking statements subject to the risks and uncertainties described in this report and in our other public filings and
public statements. If our operating or financial results for a particular period differ from our forecasts or the expectations of investment analysts, or if we change our forecasts for future periods, the market price of our common stock could
decline.

Cyclical downturns in the semiconductor industry negatively impact demand for our equipment.

Our business depends predominantly on the capital expenditures of semiconductor manufacturers, which in turn depend on current and anticipated market demand for
integrated circuits and the products that use them. The semiconductor industry has historically been cyclical and has experienced periodic downturns that reduced the demand for semiconductor processing equipment, including equipment that we
manufacture and market. The rate of changes in demand has accelerated, rendering the global semiconductor industry more volatile. During periods of reduced and declining demand, we must be able to quickly and effectively align our costs with
prevailing market conditions, and at the same time motivate and retain key employees and maintain a stable management team. Our inventory levels during periods of reduced demand have at times been higher than optimal. We cannot provide any assurance
that we will not be required to make inventory valuation adjustments in future periods. During periods of rapid growth, we must be able to acquire or develop sufficient manufacturing capacity, and hire and assimilate a sufficient number of qualified
people to meet customer demand. In the period from 2001 through 2006, we implemented restructuring plans to align our business with fluctuating conditions. Future restructurings may be required to respond to future changes. Net orders, net sales and
operating results may be adversely affected if we fail to respond to changing industry cycles in a timely and effective manner. We experienced a decrease in bookings beginning in the fourth quarter of 2006 and continuing through the third quarter of
2007. In the fourth quarter of 2007 our bookings increased over the third quarter of 2007, however we experienced a decrease in bookings in the first quarter of 2008. We could experience decreases in bookings in the future, and as a result, our net
sales and operating results may be adversely affected.

The competitive and capital-intensive nature of the semiconductor industry
increases the difficulty of maintaining gross margin and maintaining and capturing market share.

We face substantial competition in the industry,
from both potential new market entrants and established competitors. Competitors may have greater financial, marketing, technical or other resources, and greater ability to respond to pricing pressures, than we do. They may also have broader product
lines, ability to reduce price through product bundling, greater experience with high-volume manufacturing, greater customer service capabilities, or larger and more established sales organizations and customer bases. To maintain or capture a
position in the market, we must develop new and enhanced systems and introduce them at competitive prices on a timely basis, while managing our research and development and warranty costs. Semiconductor equipment manufacturers incur substantial
costs to install and integrate capital equipment into their production lines. This increases the likelihood of continuing relationships with chosen equipment vendors, including our competitors, and the difficulty of penetrating new customer
accounts. In addition, sales of our systems depend in significant part upon a prospective customers decision to increase or expand manufacturing capacity  which typically involves a significant capital commitment. From time to time, we
have experienced delays in finalizing system sales following initial system qualification. Due to these and other factors, our systems typically have a lengthy sales cycle, during which we may expend substantial funds and management effort.
Heightened competition may also force price reductions that could adversely affect our results of operations.



26



---

##### Table of Contents

Our liquidity can be affected by unanticipated events in the debt markets.

As of March 29, 2008, we held approximately $117.6 million of tax-exempt auction-rate securities, classified as non-current assets, whose underlying assets are
generally student loans, which are substantially backed by the federal government, or closed-end municipal funds. Beginning in February 2008, many of these auction-rate securities became illiquid because their scheduled auctions failed to settle.
There is currently no active market for these securities and there may not be an active market in the near future. As a result, we may have limited or no opportunities to liquidate these investments and fully recover their stated value in the near
term. An auction failure occurs when the parties wishing to sell securities at auction cannot. When an auction fails the affected securities begin to pay interest under their default interest rate terms. Due to this illiquidity in the first quarter
of 2008, $117.6 million of these investments were classified as non-current and a temporary, unrealized loss of $5.8 million was recorded. We utilized a cash-flow-based valuation method in determining the fair value of these securities, which used
significant unobservable inputs at March 29, 2008.

We believe the impairment of these securities is temporary because they have either been
guaranteed by the federal government or in the case of closed-end funds they are backed by more than 200% collateral. Substantially all of our auction-rate securities are currently rated AAA, the highest rating by a rating agency. However, the
rating of our auction rate securities may be subject to change depending on the future valuation of these securities. We believe we will ultimately be able to liquidate these investments without significant loss through successful auctions,
redemptions of securities by the issuers, or upon maturity. However, it could take until the final maturity of the underlying notes (up to 50 years) to realize the investments full value. The lack of liquidity of these investments may
adversely affect our business, financial condition, or results of operations.

We are exposed to risks associated with outsourcing
activities, which could result in supply shortages that could affect our ability to meet customer demands.

We outsource the manufacture of most
subassemblies, which enables us to focus on performing system design, assembly and testing in-house, thereby minimizing our fixed costs and capital expenditures. Although we make reasonable efforts to ensure that third party providers will perform
to our standards, our reliance on suppliers and subcontractors limits our control over quality assurance and delivery schedules. Defects in workmanship, unacceptable yields, manufacturing disruptions and difficulties in obtaining export and import
approvals may impair our ability to manage inventory and cause delays in shipments and cancellation of orders that may adversely affect our relationships with current and prospective customers and enable competitors to penetrate our customer
accounts. In addition, third party providers may prioritize capacity for larger competitors or increase prices to us, which may adversely affect our profitability and our ability to respond to pricing pressures from competitors and customers.

Our growth and ability to meet customer demands depend in part on our ability to obtain from our suppliers timely deliveries of parts, components and
subassemblies for the manufacture and support of our products. Although we make reasonable efforts to ensure that such parts are available from multiple suppliers, certain key parts may be obtained only from a single source or from limited sources.
These suppliers are in some cases thinly capitalized, independent companies who derive a significant amount of their business from us or from a small group of companies in the semiconductor industry. Our supply channels may be vulnerable to
disruption. Any such disruption to or termination of our supplier relationships may result in a prolonged inability to secure adequate supplies at reasonable prices or of acceptable quality, and may adversely affect our ability to bring new products
to market and deliver them to customers in a timely manner. As a result, our revenues and operations may be adversely affected.

The
loss of key employees could harm our business and operations.

Our employees are extremely important to our success, and our key management,
engineering and other employees may be difficult to replace. The expansion of high technology companies has increased demand and competition for qualified personnel. If we are unable to retain key personnel, or to attract, assimilate and retain
additional highly qualified employees to meet our needs in the future, our business and operations could be harmed.

We face risks
related to concentration of net sales.

We sell to a limited number of customers, and we expect that sales to relatively few customers will continue
to account for a high percentage of our net sales in the foreseeable future. Although the composition of the group comprising our largest customers varies from year to year, the loss of a significant customer or any reduction in orders from any
significant customer, including reductions due to customer departures from recent buying patterns, as well as economic or competitive conditions in the semiconductor industry, could materially and adversely affect our business, financial condition
or results of operations. Because products are configured to customer specifications, changing, rescheduling or canceling may result in significant non-recoverable costs.



27



---

##### Table of Contents

We are exposed to the risks of global operations.

We serve an increasingly global market. Substantial operations outside of the United States and export sales expose us to certain risks that may adversely affect our
operating results and net sales, including, but not limited to:



| |  | Tariffs and other trade barriers;
|- |  | ---------------------------------



| |  | Challenges in staffing and managing foreign operations and providing prompt and effective field support to our customers outside of the United States;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Difficulties in managing foreign distributors;
|- |  | ----------------------------------------------



| |  | Potential adverse tax consequences, including withholding tax rules that may limit the repatriation of our earnings, and higher effective income tax rates in
foreign countries where we conduct business;
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Governmental controls, either by the United States or other countries, that restrict our business overseas or the import or export of semiconductor products, or
increase the cost of our operations;
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Longer payment cycles and difficulties in collecting accounts receivable outside of the United States;
|- |  | ------------------------------------------------------------------------------------------------------



| |  | Inadequate protection or enforcement of our intellectual property and other legal rights in foreign jurisdictions;
|- |  | ------------------------------------------------------------------------------------------------------------------



| |  | Adverse conditions in credit markets;
|- |  | -------------------------------------



| |  | Global or regional economic downturns; and
|- |  | ------------------------------------------



| |  | Political instability, natural disasters, acts of war or terrorism.
|- |  | -------------------------------------------------------------------

We enter into foreign currency forward exchange contracts to hedge against the short-term impact of currency fluctuations, including forecasted sales transactions denominated in Japanese yen. There is no assurance
that our hedging program will be effective. Exchange rate volatility may also increase the cost of our exported products for international customers and inhibit demand.

There can be no assurance that any of these factors will not have a material adverse effect on our business, financial condition or results of operations. In addition, each region in the global equipment market
exhibits unique market characteristics that can cause capital equipment investment patterns to vary significantly from period to period. We derive a substantial portion of our revenues from customers in Asia. Any negative economic developments,
legal or regulatory changes, terrorism in Asia or geo-political instability in Asia, including the possible outbreak of hostilities or epidemics involving Singapore, China, Taiwan, Korea or Japan, could result in the cancellation or delay by certain
significant customers of orders for our products, which could adversely affect our business, financial condition or results of operations. Our continuing expansion in Asia renders us increasingly vulnerable to these risks.

From time to time we may enhance, modify or upgrade our enterprise resource planning and other key software applications, which could cause
unexpected problems to occur and could cause disruption to the management of our business.

From time to time, we may enhance, modify or upgrade our
enterprise resource planning (ERP) system used for our worldwide operations, as well as other key software applications used in our operations. Our ERP system is integral to our ability to accurately and efficiently maintain our books and records,
record our transactions, provide critical information to our management and prepare our financial statements.

Enhancements may eventually become more
costly, difficult and time-consuming to purchase and implement than we currently anticipate. We may encounter unexpected difficulties or costs or other challenges, any of which may disrupt our business or cause delays in the reporting of our
financial results. Our existing systems, procedures or controls may not be adequate to support our operations and require us to change our internal business practices. Corrections and improvements may be required as we enhance, modify or upgrade our
systems, procedures and controls, and could cause us to incur additional costs and require additional management attention, placing burdens on our internal resources. If we fail to manage these changes effectively, it could adversely affect our
ability to manage our business and our operating results.



28



---

##### Table of Contents

We face risks related to intellectual property.

We intend to continue to seek legal protection, primarily through patents and trade secrets, for our proprietary technology. Seeking patent protection is a lengthy and
costly process, and there can be no assurance that patents will be issued from any pending applications, or that any claims allowed from existing or pending patents will be sufficiently broad to protect our proprietary technology. There is also no
guarantee that any patents we hold will not be challenged, invalidated or circumvented, or that the patent rights granted will provide competitive advantages to us. Our competitors have developed and may continue to develop and obtain patents for
technologies that are similar or superior to our technologies. In addition, the laws of foreign jurisdictions in which we develop, manufacture or sell our products may not protect our intellectual property rights to the same extent as do the laws of
the United States.

Adverse outcomes in current or future legal disputes regarding patent and intellectual property rights could result in the loss of our
intellectual property rights, subject us to significant liabilities to third parties, require us to seek licenses from third parties on terms that may not be reasonable or favorable to us, prevent us from manufacturing or selling our products, or
compel us to redesign our products to avoid incorporating third parties intellectual property. As a result, our product offerings may be delayed, and we may be unable to meet customers requirements in a timely way. Regardless of the
merit of any legal disputes, we incur and may be required to incur in the future substantial costs to prosecute or defend our intellectual property rights. Even in the absence of infringement by our products of third parties intellectual
property rights, we have elected in the past and may in the future elect to seek licenses or enter into settlements to avoid the costs of protracted litigation and the diversion of resources and management attention. However, if the terms of
settlements entered into with certain of our competitors are not observed or enforced, we may suffer further costs. Any of these circumstances could have a material adverse effect on our business, financial condition or results of operations.

Our ability to develop intellectual property depends on hiring, retaining and motivating highly qualified design and engineering staff with the knowledge
and technical competence to advance our technology and productivity goals. To protect our trade secrets and proprietary information generally, we have entered into confidentiality or invention assignment agreements with our employees, as well as
with consultants and other parties. If these agreements are breached, our remedies may not be sufficient to cover our losses.

We are
subject to litigation proceedings that could adversely affect our business.

Intellectual Property Litigation

We are currently involved in certain legal proceedings and may become involved in other such proceedings in the future. These proceedings may involve claims against us of
infringement of intellectual property rights of third parties. It is inherently difficult to assess the outcome of litigation, and there can be no assurance that we will prevail in any specific proceedings. Any such litigation could result in
substantial cost to us, including diversion of the efforts of our technical and management personnel, and this could have a material adverse effect on our business, financial condition and operating results. If we are unable to successfully defend
against such claims, we could be required to expend significant resources to develop or license alternative non-infringing technology or to obtain a license to the subject technology. There is no assurance that we will be successful with such
development, or that a license will be available on terms acceptable to us, if at all. Without such a license, we could be enjoined from future sales of the infringing product or products, which could materially and adversely affect our business,
financial condition and operating results.

Other Litigation

In addition to the litigation risks mentioned above, we are currently involved or may become subject to legal claims or proceedings related to securities, employment, customer or third party contracts, environmental
regulations, product liability or other matters. If we are required to defend against a legal claim or deem it necessary or advisable to initiate a legal proceeding to protect our rights, the expense and distraction of such a claim or proceeding,
whether or not resolved in our favor, could materially and adversely affect our business, financial condition and operating results. Further, if a claim or proceeding were resolved against us or if we were to settle any such dispute, we could be
required to pay damages or refrain from certain activities, which could have a material adverse impact on our business, financial condition and operating results.

We are exposed to risks associated with our diversification strategy.

Our core business and expertise has
historically been in the development, manufacture, sale and support of deposition technologies, and more recently, wafer surface preparation and chemical mechanical planarization technologies. Our acquisitions of Peter Wolters



29



---

##### Table of Contents

and Voumard and the establishment of our Industrial Applications Group represent the first expansion of our business beyond the semiconductor equipment
industry. We lack experience in the high-precision machine manufacturing equipment market, compared with our knowledge of the semiconductor equipment industry, and cannot give any assurance that we can maintain or improve the quality of products,
level of sales, or relations with key employees and significant customers or suppliers that are necessary to compete in the market for high-precision machine manufacturing tools. Our efforts to integrate and develop the Industrial Applications Group
may divert capital, management attention, research and development and other critical resources away from, and adversely affect, our core business.

We are exposed to risks related to our indemnification of third parties.

From time to time, in the normal course of business, we
indemnify third parties with whom we enter into contractual relationships, including customers and lessors, with respect to certain matters. We have agreed, under certain conditions, to hold these third parties harmless against specified losses,
such as those arising from a breach of representations or covenants, other third party claims that our products when used for their intended purposes infringe the intellectual property rights of such other third parties or other claims made against
certain parties. We have been, and in the future may be, compelled to enter into or accrue for probable settlements of alleged indemnification obligations or subject to potential liability arising from our customers involvements in legal
disputes. It is difficult to determine the maximum potential amount of liability under any indemnification obligations, whether or not asserted, due to our limited history of prior indemnification claims and the unique facts and circumstances that
are likely to be involved in each particular claim. Our business, financial condition and results of operations in a reported fiscal period could be materially adversely affected if we expend significant amounts in defending or settling any
purported claims, regardless of their merit or outcomes.

We face risks associated with acquisitions, divestitures, and other
transactions.

We have made, and may in the future make, acquisitions of or significant investments in businesses with complementary products,
services and/or technologies. Acquisitions involve numerous risks, including, but not limited to:



| |  | Difficulties in integrating the operations, technologies, products and personnel of acquired companies;
|- |  | -------------------------------------------------------------------------------------------------------



| |  | Lack of synergies or the inability to realize expected synergies and cost-savings;
|- |  | ----------------------------------------------------------------------------------



| |  | Revenue and expense levels of acquired entities differing from those anticipated at the time of the acquisitions;
|- |  | -----------------------------------------------------------------------------------------------------------------



| |  | Difficulties in managing geographically dispersed operations;
|- |  | -------------------------------------------------------------



| |  | The potential loss of key employees, customers and strategic partners of acquired companies;
|- |  | --------------------------------------------------------------------------------------------



| |  | Claims by terminated employees, shareholders of acquired companies or other third parties related to the transaction;
|- |  | ---------------------------------------------------------------------------------------------------------------------



| |  | The issuance of dilutive securities, assumption or incurrence of additional debt obligations or expenses, or use of substantial portions of our cash;
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Diversion of managements attention from normal daily operations of the business; and
|- |  | -------------------------------------------------------------------------------------



| |  | The impairment of acquired intangible assets as a result of technological advancements, or worse-than-expected performance of acquired companies.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------

When we make a decision to sell assets or a business, we may encounter difficulty completing the transaction as a result of a range of
possible factors such as new or changed demands from the buyer. These circumstances may cause us to incur additional time or expense or to accept less favorable terms, which may adversely affect the overall benefits of the transaction.

Acquisitions, divestitures, and other transactions are inherently risky, and we cannot provide any assurance that our previous or future transactions will be
successful. The inability to effectively manage the risks associated with these transactions could materially and adversely affect our business, financial condition or results of operations.



30



---

##### Table of Contents

Our quarterly operating results and stock price are unpredictable.

We have experienced and expect to continue to experience significant fluctuations in our quarterly operating results, which may adversely affect our stock price. Our
future quarterly operating results and stock price may not align with past trends. The factors that could lead to fluctuations in our results include, but are not limited to:



| |  | Changing demand for and sales of lower-margin products relative to higher-margin products;
|- |  | ------------------------------------------------------------------------------------------



| |  | Economic conditions in the electronics and semiconductor industry generally and the equipment industry specifically;
|- |  | --------------------------------------------------------------------------------------------------------------------



| |  | Unpredictability of demand for and variability of mix of our products in our forecast, which can cause unexpected positive or negative inventory adjustments in a
particular period;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Emergence of new industry standards;
|- |  | ------------------------------------



| |  | Competitive pricing pressures;
|- |  | ------------------------------



| |  | Failure to receive anticipated orders in time to permit shipment during the quarter;
|- |  | ------------------------------------------------------------------------------------



| |  | Timing and cancellation of customer orders and shipments, including deferring orders of our existing products due to new product announcements by us and/or our
competitors;
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Building our systems according to forecast, instead of limited backlog information, which hinders our ability to plan production and inventory levels;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | The effect of revenue recognized upon acceptance with little or no associated costs;
|- |  | ------------------------------------------------------------------------------------



| |  | Foreign currency exchange rate fluctuations;
|- |  | --------------------------------------------



| |  | Fluctuation in warranty costs;
|- |  | ------------------------------



| |  | Variability in manufacturing yields; and
|- |  | ----------------------------------------



| |  | Ability to fund capital requirements.
|- |  | -------------------------------------

Compliance with current and future environmental regulations may be costly.

We may be subject to environmental and other regulations
in certain states and countries where we produce or sell our products. We also face increasing complexity in our product design and procurement operations as we adjust to new and prospective requirements relating to the materials composition of our
products, including the restrictions on lead and certain other substances in electronics that apply to specified electronics products put on the market in the European Union (EU). The EU also makes producers of electrical goods financially
responsible for specified collection, recycling, treatment and disposal of past and future covered products. Other countries, such as the United States, China and Japan, have enacted or may enact similar laws or regulations similar to the EU. These
and other future environmental regulations could require us to reengineer certain of our existing products.

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

Repurchase of Company
Securities



|                                         |  |                                |  |                            |       |                                                                          |           |                                                                                     |   |              
|---------------------------------------- |  | ------------------------------ |  | -------------------------- | ----- | ------------------------------------------------------------------------ | --------- | ----------------------------------------------------------------------------------- | - | -------------
|Period                                   |  | Total Numberof SharesPurchased |  | AveragePrice PaidPer Share |       | TotalNumber ofSharesPurchased asPart ofPubliclyAnnouncedPlans orPrograms |           | ApproximateDollar Value ofShares that Mayyet be PurchasedUnder the Plansor Programs
|January 1, 2008 through February 2, 2008 |  | 2,584,031                      |  | $                          | 24.20 |                                                                          | 2,584,031 |                                                                                     | $ | 957.2 million
|February 3, 2008 through March 1, 2008   |  | 932,675                        |  | $                          | 24.12 |                                                                          | 932,675   |                                                                                     | $ | 934.7 million
|March 2, 2008 through March 29, 2008     |  | 2,302,564                      |  | $                          | 21.71 |                                                                          | 2,302,564 |                                                                                     | $ | 884.7 million
|                                         |  |                                |  |                            |       |                                                                          |           |                                                                                     |   |              
|Total                                    |  | 5,819,270                      |  | $                          | 23.20 |                                                                          | 5,819,270 |                                                                                     | $ | 884.7 million
|                                         |  |                                |  |                            |       |                                                                          |           |                                                                                     |   |              



31



---

##### Table of Contents

All shares were purchased pursuant to publicly announced plans. On February 24, 2004 we announced that our Board of
Directors approved a stock repurchase plan that authorized the repurchase of up to $500.0 million of our outstanding common stock through February 13, 2007. On September 20, 2004 we announced that our Board of Directors authorized an
additional $1.0 billion for repurchase of our outstanding common stock through September 14, 2009. On October 29, 2007 we announced that our Board of Directors authorized an additional $1.0 billion for repurchase of our
outstanding common stock through October 26, 2011.

In addition to shares repurchased above, we withheld 7,864 shares through net share settlements
during the three months ended March 29, 2008 upon the vesting of restricted stock awards to cover tax withholding obligations.

ITEM 6: EXHIBITS

(a) Exhibits



|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.22 |  | Credit Agreement among Novellus Systems, Inc., as Borrower, Bank of America, N.A., as Administrative Agent and Swing Line Lender, Deutche Bank AG New York Branch, as Syndication Agent, ABN Amro
Bank, N.V. and Mizuho Corporate Bank Ltd, as Co-Documentation Agents, and the other lenders thereto, Banc of America Securities, LLC and Deutche Bank Securities, Inc, as Joint Lead Arrangers and Joint Book Managers, dated as of December 26,
2006, as amended by that certain Amendment No. 1 to Credit Agreement, dated as of April 23, 2008.
|      | 
|10.27 |  | Offer Letter of Employment to Fusen Chen dated October 4, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | 
|31.1  |  | Certification of Richard S. Hill, Chairman of the Board of Directors and Chief Executive Officer of Novellus Systems, Inc. dated May 6, 2008 in accordance with Rules 13a-14(a) and 15d-14(a) of
the Securities Exchange Act, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                     
|      | 
|31.2  |  | Certification of Jeffrey C. Benzing, Executive Vice President and Chief Administrative Officer of Novellus Systems, Inc. dated May 6, 2008 in accordance with Rules 13a-14(a) and 15d-14(a) of the
Securities Exchange Act, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                       
|      | 
|32.1  |  | Certification of Richard S. Hill, Chairman of the Board of Directors and Chief Executive Officer of Novellus Systems, Inc. dated May 6, 2008 in accordance with 18 U.S.C. 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                               
|      | 
|32.2  |  | Certification of Jeffrey C. Benzing, Executive Vice President and Chief Administrative Officer of Novellus Systems, Inc. dated May 6, 2008 in accordance with 18 U.S.C. 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                 



32



---

##### Table of Contents

SIGNATURES

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



|            |  |                        |  |                                                          
|----------- |  | ---------------------- |  | ---------------------------------------------------------
|            |  | NOVELLUS SYSTEMS, INC.
|            |  |                       
|            |  | By:                    |  | /s/ Jeffrey C. Benzing                                   
|            |  |                        |  | Jeffrey C. Benzing                                       
|            |  |                        |  | Executive Vice President and Chief Administrative Officer
|            |  |                        |  | (Principal Financial Officer)                            
|            |  |                       
|May 6, 2008 |  |                        |  |                                                          



33



---

##### Table of Contents

EXHIBIT INDEX



|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.22 |  | Credit Agreement among Novellus Systems, Inc., as Borrower, Bank of America, N.A., as Administrative Agent and Swing Line Lender, Deutche Bank AG New York Branch, as Syndication Agent, ABN Amro
Bank, N.V. and Mizuho Corporate Bank Ltd, as Co-Documentation Agents, and the other lenders thereto, Banc of America Securities, LLC and Deutche Bank Securities, Inc, as Joint Lead Arrangers and Joint Book Managers, dated as of December 26,
2006, as amended by that certain Amendment No. 1 to Credit Agreement, dated as of April 23, 2008.
|      | 
|10.27 |  | Offer Letter of Employment to Fusen Chen dated October 4, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | 
|31.1  |  | Certification of Richard S. Hill, Chairman of the Board of Directors and Chief Executive Officer of Novellus Systems, Inc. dated May 6, 2008 in accordance with Rules 13a-14(a) and 15d-14(a) of
the Securities Exchange Act, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                     
|      | 
|31.2  |  | Certification of Jeffrey C. Benzing, Executive Vice President and Chief Administrative Officer of Novellus Systems, Inc. dated May 6, 2008 in accordance with Rules 13a-14(a) and 15d-14(a) of the
Securities Exchange Act, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                       
|      | 
|32.1  |  | Certification of Richard S. Hill, Chairman of the Board of Directors and Chief Executive Officer of Novellus Systems, Inc. dated May 6, 2008 in accordance with 18 U.S.C. 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                               
|      | 
|32.2  |  | Certification of Jeffrey C. Benzing, Executive Vice President and Chief Administrative Officer of Novellus Systems, Inc. dated May 6, 2008 in accordance with 18 U.S.C. 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.