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Varian, Inc. Reports Third Quarter 2007 Results
  • Sales Up 8%
  • Non-GAAP Operating Earnings Up 15%, GAAP Operating Earnings Up 9%
  • Non-GAAP Diluted EPS Up 7%, GAAP Diluted EPS Up 2%
  • Increases Fiscal Year 2007 Guidance

Palo Alto, CA, 25 July 2007:  Varian, Inc. (Nasdaq: VARI) today reported that revenues for the third quarter of fiscal year 2007 increased 8.3% from the third quarter of fiscal year 2006. The increase was driven by solid growth in sales of Scientific Instruments products for industrial applications. Demand was strong within Europe, Asia Pacific and Latin America, and while still soft, North America showed sequential improvement. Revenues were $227.1 million in the third quarter of fiscal year 2007, compared to $209.7 million in the third quarter of fiscal year 2006.

Non-GAAP (adjusted) net earnings for the third quarter of fiscal year 2007 increased 7.1% to $19.0 million, or $0.61 diluted earnings per share, compared to $17.7 million, or $0.57 diluted earnings per share, in the third quarter of fiscal year 2006. On a GAAP basis, net earnings in the third quarter of fiscal year 2007 were $14.6 million, or $0.47 diluted earnings per share, compared to $14.5 million, or $0.46 diluted earnings per share, in the third quarter of fiscal year 2006.

Adjusted operating earnings increased 15.5% to $27.5 million in the third quarter of fiscal year 2007, compared to $23.8 million in the third quarter last year. Adjusted operating profit margin was 12.1% in the third quarter of fiscal year 2007, compared to 11.4% in the prior-year quarter. The improvements in adjusted operating earnings and adjusted operating profit margin were primarily the result of efficiency improvements and sales volume leverage favorably impacting SG&A expense in the Scientific Instruments segment. On a GAAP basis, operating earnings were $20.7 million and operating profit margin was 9.1% in the third quarter of fiscal year 2007, compared to $18.9 million and 9.0%, respectively, in the same quarter a year ago.

Adjusted income tax expense was $9.7 million (a 33.9% effective tax rate) in the third quarter of fiscal year 2007, compared to $6.4 million (a 26.6% effective tax rate) in the third quarter of fiscal year 2006. The lower effective tax rate in the prior-year quarter reflects the positive outcome of tax uncertainties during that period. On a GAAP basis, income tax expense was $7.3 million (a 33.4% effective tax rate) in the third quarter of fiscal year 2007, compared to $4.7 million (a 24.6% effective tax rate) in the same quarter a year ago.

"Our results show that our strategy is working - revenue growth continued and operating margins expanded," said Garry W. Rogerson, President and Chief Executive Officer. "With the great products we have and sound global demand, we are in a position to deliver a strong finish to another record year."

For a complete reconciliation of non-GAAP (adjusted) financial information used in this press release to the most directly comparable GAAP financial information, please refer to the attached Reconciliations of GAAP to Adjusted Results, Actual and Projected.

Results by Segment

Scientific Instruments revenues for the third quarter of fiscal year 2007 were $187.0 million, representing an increase of 9.8% over revenues of $170.3 million in the third quarter of the prior fiscal year. Adjusted operating profit margin was 12.2% in the third quarter of fiscal year 2007, compared to 10.9% in the prior-year quarter. On a GAAP basis, operating profit margin was 9.3% in the third quarter of fiscal year 2007, compared to 8.6% in the same quarter a year ago.

Vacuum Technologies revenues increased 1.7% to $40.1 million in the third quarter of fiscal year 2007, compared to $39.5 million in the third quarter of fiscal year 2006. Adjusted operating profit margin was 19.8% in the third quarter of fiscal year 2007, compared to exceptionally high margins of 22.3% in the prior-year quarter. On a GAAP basis, operating profit margin was 19.5% in the third quarter of fiscal year 2007, compared to 21.6% in the prior-year quarter.

For the combined segments, adjusted operating profit margin before unallocated corporate costs was 13.5% in the third quarter of fiscal year 2007, compared to 13.1% in the prior-year quarter. On a GAAP basis, operating profit margin before unallocated corporate costs was 11.1% in the third quarter of both fiscal years 2007 and 2006.

Outlook

Varian, Inc. increased its guidance for fiscal year 2007. Adjusted diluted earnings per share are now expected to be $2.44 to $2.52 for fiscal year 2007, compared to prior guidance of $2.40 to $2.50. On a GAAP basis, diluted earnings per share are expected to be $1.92 to $2.03 for fiscal year 2007, compared to prior guidance of $1.88 to $2.01.

The company's GAAP diluted earnings per share for the full fiscal year 2007 are expected to include the following items:

 

  • Share-based compensation expense of approximately $0.20 to $0.21,
  • Acquisition-related intangible amortization of approximately $0.17,
  • Amortization of approximately $0.03 related to inventory written up in connection with the acquisition of IonSpec Corporation in fiscal year 2006, and
  • Restructuring and other related costs of approximately $0.09 to $0.11.

 

Varian, Inc. will be holding a conference call later today, July 25, 2007, at 2:00 p.m. Pacific time. The call may be heard via the Internet by going to www.varianinc.com, clicking on the Investors link at the top of the right side of the page, and then clicking on the Live Webcast link.

Non-GAAP (Adjusted) Financial Measures

This press release includes non-GAAP (adjusted) financial measures for cost of sales, selling, general and administrative expenses, research and development expenses, purchased in-process research and development, operating earnings, operating profit margins, income tax expense, net earnings and diluted earnings per share. These non-GAAP financial measures exclude share- based compensation expense, acquisition-related intangible and inventory write-up amortization, in-process research and development charges and restructuring and other related costs. Reconciliations of each of these non- GAAP financial measures to the most directly comparable GAAP financial measures are detailed in the Reconciliations of GAAP to Adjusted Results attached to this press release. We believe that presentation of these non- GAAP financial measures provides useful information to investors regarding our results of operations.

We believe that excluding acquisition-related intangible and inventory write-up amortization and in-process research and development charges provides supplemental information and an alternative presentation useful to investors' understanding of the company's core operating results and trends. In addition, investors have indicated to us that they analyze the benefits of acquisitions based on the cash return on the investment made, and thus consider financial measures excluding acquisition-related intangible and inventory write-up amortization and in-process research and development charges as important, useful information.

We similarly believe that excluding share-based compensation expense and restructuring and other related costs (principally related to facility closures and employee terminations to improve operational efficiency) provides supplemental information and an alternative presentation useful to investors' understanding of the company's core operating results and trends, especially when comparing those results on a consistent basis to results for previous periods and anticipated results for future periods. Investors have indicated that they consider financial measures of our results of operations excluding share-based compensation expense and restructuring and other related costs as important supplemental information useful to their understanding of our historical results and estimating of our future results.

We also believe that, in excluding share-based compensation expense, acquisition-related intangible and inventory write-up amortization, in-process research and development charges and restructuring and other related costs, our non-GAAP financial measures provide investors with transparency into what is used by management to measure and forecast our results of operations, to compare on a consistent basis our results of operations for the current period to that of prior periods, to compare our results of operations on a more consistent basis against that of other companies, in making financial and operating decisions and to establish certain management compensation.

Although we believe, for the foregoing reasons, that our presentation of non-GAAP financial measures provides useful supplemental information to investors regarding our results of operations, our non-GAAP financial measures should only be considered in addition to, and not as a substitute for or superior to, our financial measures prepared in accordance with GAAP.

Caution Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on management's current expectations, are not guarantees of future performance, and involve certain risks and uncertainties that could cause the company's actual results to differ materially from management's current expectations and the forward-looking statements made in this press release. Those risks and uncertainties include, but are not limited to, the following: whether we will succeed in new product development, commercialization, performance and acceptance; whether we can achieve continued growth in sales for industrial applications and/or renewed growth in sales for life science applications; whether we can achieve continued sales growth in Europe and Asia Pacific and/or renewed growth in sales in the U.S.; risks arising from the timing of shipments, installations and the recognition of revenue on certain magnetic resonance (MR) products, including nuclear magnetic resonance (NMR), MR imaging and fourier-transform mass spectrometer (FTMS) systems and superconducting magnets; the impact of shifting product mix on profit margins; competitive products and pricing; economic conditions in the company's product and geographic markets; whether we will see continued and timely delivery of key raw materials and components by suppliers; foreign currency fluctuations that could adversely impact revenue growth and earnings; whether we will see sustained or improved market investment in capital equipment; whether we will see reduced demand from customers that operate in cyclical industries; the impact of any delay or reduction in government funding for research; our ability to successfully evaluate, negotiate and integrate acquisitions; the actual costs, timing and benefits of restructuring and other efficiency improvement activities; the timing and amount of discrete tax events; the timing and amount of share-based compensation; and other risks detailed from time to time in the company's filings with the Securities and Exchange Commission. We disclaim any intent or obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise.

About Varian, Inc.

Varian, Inc. is a leading worldwide supplier of scientific instruments and vacuum technologies for life science and industrial applications. The company provides complete solutions, including instruments, vacuum components, laboratory consumable supplies, software, training and support through its global distribution and support systems. Varian, Inc. employs approximately 3,800 people and operates manufacturing facilities in 13 locations in North America, Europe and Asia Pacific. Varian, Inc. had fiscal year 2006 sales of $835 million, and its common stock is traded on the NASDAQ Global Select Market under the symbol, "VARI." Further information is available on the company's Web site: www.varianinc.com.

Contact: Investor Relations of Varian, Inc., +1-650-213-8000, ext. 3752, or ir@varianinc.com.

                      VARIAN, INC. AND SUBSIDIARY COMPANIES

              UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
                     (In thousands, except per share amounts)

                 Third Quarter FY 2007 and Third Quarter FY 2006

                                              Fiscal Quarter Ended
                                           -------------------------
                                             June 29,      June 30,
                                              2007           2006
                                           ----------     ----------
    Sales                                   $227,095       $209,745
    Cost of sales                            125,176 (1)    115,193 (7)
                                           ----------     ----------
    Gross profit                             101,919         94,552
                                           ----------     ----------
    Operating expenses
    Selling, general and administrative       64,366 (2)     60,122 (8)
    Research and development                  16,879 (3)     15,496 (9)
                                           ----------     ----------
    Total operating expenses                  81,245         75,618
                                           ----------     ----------

    Operating earnings                        20,674 (4)     18,934 (10)

    Interest income (expense)
    Interest income                            1,622            827
    Interest expense                            (454)          (534)
                                           ----------     ----------
    Total interest income, net                 1,168            293
                                           ----------     ----------
    Earnings before income taxes              21,842         19,227
    Income tax expense                         7,291 (5)      4,736 (11)
                                           ----------     ----------
    Net earnings                             $14,551 (6)    $14,491 (12)
                                           ==========     ==========


    Net earnings per diluted share             $0.47 (6)      $0.46 (12)
                                           ==========     ==========
    Diluted shares outstanding                30,983         31,315
                                           ==========     ==========

NON-GAAP (ADJUSTED) FINANCIAL MEASURES (see also attached reconciliations of GAAP to Adjusted results for each of these measures):


     (1)  $123,075 on an adjusted basis excluding $1,306 in acquisition-
          related intangible amortization, $700 in restructuring and other
          related costs and $95 in share-based compensation expense.
     (2)  $60,033 on an adjusted basis excluding $506 in acquisition-related
          intangible amortization, $1,919 in restructuring and other related
          costs and $1,908 in share-based compensation expense.
     (3)  $16,466 on an adjusted basis excluding $287 in restructuring and
          other related costs and $126 in share-based compensation expense.
     (4)  $27,521 on an adjusted basis excluding the adjustments described in
          items (1) - (3) above.
     (5)  $9,721 on an adjusted basis excluding the tax impact of the
          adjustments described in items (1) - (3) above.
     (6)  $18,968 and $0.61 per share, respectively, on an adjusted basis
          excluding the adjustments (net of related tax effects) described in
          items (1) - (3) above.
     (7)  $112,953 on an adjusted basis excluding $1,555 in acquisition-
          related intangible amortization, $584 in acquisition-related
          inventory write-up amortization and $101 in share-based compensation
          expense.
     (8)  $57,601 on an adjusted basis excluding $866 in acquisition-related
          intangible amortization, $88 in restructuring and other related
          costs, and $1,567 in share-based compensation expense.
     (9)  $15,354 on an adjusted basis excluding $142 in share-based
          compensation expense.
     (10) $23,837 on an adjusted basis excluding the adjustments described in
          items (7) - (9) above.
     (11) $6,419 on an adjusted basis excluding the tax impact of the
     adjustments described in items (7) - (9) above.
     (12) $17,711 and $0.57 per share, respectively, on an adjusted basis
          excluding the adjustments (net of related tax effects) described in
          items (7) - (9) above.


                      VARIAN, INC. AND SUBSIDIARY COMPANIES

              UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
                     (In thousands, except per share amounts)

             First Nine Months FY 2007 and First Nine Months FY 2006

                                                Nine Months Ended
                                           -------------------------
                                             June 29,       June 30,
                                               2007           2006
                                           ----------     ----------
    Sales                                   $674,963       $615,108
    Cost of sales                            367,850 (1)    341,685 (7)
                                           ----------     ----------
    Gross profit                             307,113        273,423
                                           ----------     ----------
    Operating expenses
    Selling, general and administrative      190,822 (2)    178,045 (8)
    Research and development                  48,592 (3)     44,118 (9)
    Purchased in-process research and
     development                                   -            756 (10)
                                           ----------     ----------
    Total operating expenses                 239,414        222,919
                                           ----------     ----------

    Operating earnings                        67,699 (4)     50,504 (11)

    Interest income (expense)
    Interest income                            4,259          2,802
    Interest expense                          (1,444)        (1,575)
                                           ----------     ----------
    Total interest income, net                 2,815          1,227
                                           ----------     ----------
    Earnings before income taxes              70,514         51,731
    Income tax expense                        24,326 (5)     16,339 (12)
                                           ----------     ----------
    Net earnings                             $46,188 (6)    $35,392 (13)
                                           ==========     ==========



    Net earnings per diluted share             $1.49 (6)      $1.12 (13)
                                           ==========     ==========
    Diluted shares outstanding                31,028         31,494
                                           ==========     ==========

NON-GAAP (ADJUSTED) FINANCIAL MEASURES (see also attached reconciliations of GAAP to Adjusted results for each of these measures):

     (1)  $362,450 on an adjusted basis excluding $3,931 in acquisition-
          related intangible amortization, $455 in acquisition-related
          inventory write-up amortization, $700 in restructuring and other
          related costs and $314 in share-based compensation expense.
     (2)  $179,493 on an adjusted basis excluding $2,082 in acquisition-
          related intangible amortization, $2,098 in restructuring and other
          related costs and $7,149 in share-based compensation expense.
     (3)  $47,925 on an adjusted basis excluding $287 in restructuring and
          other related costs and $380 in share-based compensation expense.
     (4)  $85,095 on an adjusted basis excluding the adjustments described in
          items (1) - (3) above.
     (5)  $30,506 on an adjusted basis excluding the tax impact of the
          adjustments described in items (1) - (3) above.
     (6)  $57,404 and $1.85 per share, respectively, on an adjusted basis
          excluding the adjustments (net of related tax effects) described in
          items (1) - (3) above.
     (7)  $333,847 on an adjusted basis excluding $3,641 in acquisition-
          related intangible amortization, $3,898 in acquisition-related
          inventory write-up amortization and $299 in share-based compensation
          expense.
     (8)  $169,846 on an adjusted basis excluding $2,416 in acquisition-
          related intangible amortization, $253 in restructuring and other
          related costs and $5,530 in share-based compensation expense.
     (9)  $43,715 on an adjusted basis excluding $403 in share-based
          compensation expense.
     (10) $0 on an adjusted basis excluding $756 related to an acquisition-
          related in-process research and development charge.
     (11) $67,700 on an adjusted basis excluding the adjustments described in
          items (7) - (10) above.
     (12) $22,097 on an adjusted basis excluding the tax impact of the
          adjustments described in items (7) - (9) above.
     (13) $46,830 and $1.49 per share, respectively, on an adjusted basis
          excluding the adjustments (net of related tax effects) described in
          items (7) - (9) above.


                      VARIAN, INC. AND SUBSIDIARY COMPANIES

                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
                    (In thousands, except par value amounts)



                                                   June 29,      September 29,
                                                    2007              2006
    ASSETS                                       ----------        ----------

    Current assets
    Cash and cash equivalents                     $171,340          $154,155
    Accounts receivable, net                       180,578           177,037
    Inventories                                    147,649           133,662
    Deferred taxes                                  33,700            33,235
    Prepaid expenses and other current assets       17,119            15,728
                                                 ----------        ----------
    Total current assets                           550,386           513,817

    Property, plant and equipment, net             107,988           112,528
    Goodwill                                       190,739           181,563
    Intangible assets, net                          33,200            39,143
    Other assets                                    16,952            14,543
                                                 ----------        ----------
    Total assets                                  $899,265          $861,594
                                                 ==========       ===========

    LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities
    Current portion of long-term debt               $6,250            $2,500
    Accounts payable                                68,909            73,138
    Deferred profit                                 10,504            13,796
    Accrued liabilities                            173,835           169,063
                                                 ----------        ----------
    Total current liabilities                      259,498           258,497
    Long-term debt                                  18,750            25,000
    Deferred taxes                                   3,622             3,721
    Other liabilities                               21,108            22,336
                                                 ----------        ----------
    Total liabilities                              302,978           309,554
                                                 ----------        ----------

    Stockholders' equity
    Preferred stock-par value $0.01,
     authorized-1,000 shares; issued--                                     -
-none               -                 -
    Common stock-par value $0.01,
     authorized-99,000 shares; issued and
     outstanding-30,472 shares at June 29, 2007
     and 30,870 shares at September 29, 2006       346,247           319,090
    Retained earnings                              195,832           204,182
    Accumulated other comprehensive income          54,208            28,768
                                                 ----------        ----------
    Total stockholders' equity                     596,287           552,040
                                                 ----------        ----------
    Total liabilities and stockholders' equity    $899,265          $861,594
                                                 ----------        ----------


                      VARIAN, INC. AND SUBSIDIARY COMPANIES

             UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                (In thousands)

                                      Fiscal Quarter Ended  Nine Months Ended
                                      --------------------  -----------------
                                        June 29,  June 30,  June 29, June 30,
                                          2007      2006      2007     2006
                                       --------- --------- --------- ---------
    Cash flows from
     operating activities
    Net earnings                        $14,551   $14,491   $46,188   $35,392
    Adjustments to reconcile net
     earnings to net cash
     provided by operating activities:
    Depreciation and amortization         7,091     7,419    21,163    19,807
    Loss (gain) on disposition of
     property, plant and equipment           11      (157)     (196)      101
    Purchased in-process research
     and development                          -         -         -       756
    Share-based compensation expense      2,176     1,810     7,890     6,232
    Tax benefit from share-based plans    1,890     2,701     7,958     5,943
    Excess tax benefit from share-
     based plans                         (1,323)   (2,455)   (7,070)   (5,640)
    Deferred taxes                       (1,223)   (3,189)   (2,690)   (4,086)
    Changes in assets and liabilities,
     excluding effects of acquisitions:
      Accounts receivable, net              915    (5,154)    2,245    (2,245)
      Inventories                        (2,699)   (2,173)   (9,703)  (17,110)
      Prepaid expenses and other
       current assets                      (436)    1,432      (436)    5,265
      Other assets                         (137)      (25)     (212)      123
      Accounts payable                   (2,725)   (8,766)   (6,488)      (93)
      Deferred profit                    (2,814)     (793)   (3,269)     (263)
      Accrued liabilities                 8,273     1,827       272   (10,814)
      Other liabilities                   1,348     1,145     3,613       890
                                       --------- --------- --------- ---------
    Net cash provided by
     operating activities                24,898     8,113    59,265    34,258
                                       --------- --------- --------- ---------
    Cash flows from
     investing activities
    Proceeds from sale of property,
     plant and equipment                     39        16     3,193       650
    Purchase of property, plant
     and equipment                       (4,909)   (8,002)  (10,879)  (15,926)
    Purchase of businesses, net of
     cash acquired                         (285)   (1,386)   (5,066)  (69,915)
                                       --------- --------- --------- ---------
    Net cash used in investing
     activities                          (5,155)   (9,372)  (12,752)  (85,191)
                                       --------- --------- --------- ---------
    Cash flows from financing
     activities
    Repayments of debt                   (1,250)   (1,250)   (2,500)   (2,500)
    Repurchase of common stock          (17,627)  (10,973)  (69,582)  (49,133)
    Issuance of common stock              6,539    11,769    26,748    27,332
    Excess tax benefit from share-
     based plans                          1,323     2,455     7,070     5,640
    Transfers to Varian Medical
     Systems, Inc.                          (33)     (270)     (381)     (506)
                                       --------- --------- --------- ---------
    Net cash (used in) provided by
     financing activities               (11,048)    1,731   (38,645)  (19,167)
                                       --------- --------- --------- ---------
    Effects of exchange rate changes
     on cash and cash equivalents         2,343     7,801     9,317     6,321
                                       --------- --------- --------- ---------
    Net increase (decrease) in cash
     and cash equivalents                11,038     8,273    17,185   (63,779)
    Cash and cash equivalents at
     beginning of period                160,302   116,442   154,155   188,494
                                       --------- --------- --------- ---------
    Cash and cash equivalents at
     end of period                     $171,340  $124,715  $171,340  $124,715
                                       ========= ========= ========= =========


                      VARIAN, INC. AND SUBSIDIARY COMPANIES
               RECONCILIATION OF GAAP TO ADJUSTED RESULTS - ACTUAL
                         UNAUDITED RESULTS OF OPERATIONS
                                  (In thousands)
                 Third Quarter FY 2007 and Third Quarter FY 2006
                                       and
             First Nine Months FY 2007 and First Nine Months FY 2006


                                      Fiscal Quarter Ended   Nine Months Ended
                                     ---------------------  ------------------
                                      June 29,   June 30,  June 29,  June 30,
                                        2007       2006      2007      2006
                                      --------- --------- --------- ---------

    TOTAL COMPANY

    Cost of Sales
     U.S. GAAP as reported             $125,176  $115,193  $367,850  $341,685
     Adjustments:
      Share-based compensation
       expense                              (95)     (101)     (314)     (299)
      Acquisition-related
       intangible amortization           (1,306)   (1,555)   (3,931)   (3,641)
      Acquisition-related inventory
       write-up amortization                  -      (584)     (455)   (3,898)
      Restructuring and other
       related costs                       (700)        -      (700)        -
                                      --------- --------- --------- ---------
     As adjusted                       $123,075  $112,953  $362,450  $333,847
                                      ========= ========= ========= =========

    Selling, General and
     Administrative
     U.S. GAAP as reported              $64,366   $60,122  $190,822  $178,045
     Adjustments:
      Share-based compensation
       expense                           (1,908)   (1,567)   (7,149)   (5,530)
      Acquisition-related
       intangible amortization             (506)     (866)   (2,082)   (2,416)
      Restructuring and other
       related costs                     (1,919)      (88)   (2,098)     (253)
                                      --------- --------- --------- ---------
     As adjusted                        $60,033   $57,601  $179,493  $169,846
                                      ========= ========= ========= =========


    Research and Development
     U.S. GAAP as reported              $16,879   $15,496   $48,592   $44,118
     Adjustments:
      Share-based compensation
       expense                             (126)     (142)     (380)     (403)
      Restructuring and other
       related costs                       (287)        -      (287)        -
                                      --------- --------- --------- ---------
    As adjusted                         $16,466   $15,354   $47,925   $43,715
                                      ========= ========= ========= =========

    Purchased In-Process Research
     and Development
     U.S. GAAP as reported                  $ -       $ -       $ -      $756
     Adjustments:
      Acquisition-related
       in-process research
       and development charges                -         -         -      (756)
                                      --------- --------- --------- ---------
    As adjusted                             $ -       $ -       $ -       $ -
                                      ========= ========= ========= =========


                     VARIAN, INC. AND SUBSIDIARY COMPANIES
              RECONCILIATION OF GAAP TO ADJUSTED RESULTS - ACTUAL
                        UNAUDITED RESULTS OF OPERATIONS
                       (In thousands, except margin data)
                Third Quarter FY 2007 and Third Quarter FY 2006
                                      and
            First Nine Months FY 2007 and First Nine Months FY 2006


                                  Fiscal Quarter Ended   Nine Months Ended
                                 ---------------------- -------------------
                                  June 29,   June 30,   June 29,   June 30,
                                    2007       2006       2007       2006
                                 ---------  ---------  ---------  ---------

    TOTAL COMPANY (Continued)

    Operating Earnings
     U.S. GAAP as reported         $20,674    $18,934    $67,699    $50,504
     Adjustments:
      Share-based
       compensation expense          2,129      1,810      7,843      6,232
      Acquisition-related
       in-process research
       and development charges           -          -          -        756
      Acquisition-related
       intangible amortization       1,812      2,421      6,013      6,057
      Acquisition-related inventory
       write-up amortization             -        584        455      3,898
      Restructuring and other
       related costs                 2,906         88      3,085        253
                                 ---------  ---------  ---------  ---------
    As adjusted                    $27,521    $23,837    $85,095    $67,700
                                 =========  =========  =========  =========

    Operating Margins
     U.S. GAAP as reported             9.1 %      9.0 %     10.0 %      8.2 %
     Adjustments:
      Share-based
       compensation expense            0.9        0.9        1.2        1.0
      Acquisition-related
       in-process research
       and development charges           -          -          -        0.1
      Acquisition-related
       intangible amortization         0.8        1.2        0.8        1.1
      Acquisition-related
       inventory write-up
       amortization                      -        0.3        0.1        0.6
      Restructuring and other
       related costs                   1.3          -        0.5          -
                                 ---------  ---------  ---------  ---------
    As adjusted                       12.1 %     11.4 %     12.6 %     11.0 %
                                 =========  =========  =========  =========

    Income Tax Expense
     U.S. GAAP as reported          $7,291     $4,736    $24,326    $16,339
      Tax impact of adjustments:
       Share-based
        compensation expense           777        661      2,863      2,233
       Acquisition-related
        intangible amortization        635        800      2,088      2,092
       Acquisition-related
        inventory write-up
        amortization                     -        193        158      1,346
       Restructuring and other
        related costs                1,018         29      1,071         87
                                 ---------  ---------  ---------  ---------
    As adjusted                     $9,721     $6,419    $30,506    $22,097
                                 =========  =========  =========  =========


                      VARIAN, INC. AND SUBSIDIARY COMPANIES
               RECONCILIATION OF GAAP TO ADJUSTED RESULTS - ACTUAL
                         UNAUDITED RESULTS OF OPERATIONS
                      (In thousands, except per share data)
                 Third Quarter FY 2007 and Third Quarter FY 2006
                                       and
             First Nine Months FY 2007 and First Nine Months FY 2006


                                       Fiscal Quarter Ended  Nine Months Ended
                                       --------------------  -----------------
                                          June 29, June 30,  June 29, June 30,
                                            2007     2006      2007    2006
                                          -------- --------  ------- --------

    TOTAL COMPANY (Continued)

    Net Earnings
     U.S. GAAP as reported                 $14,551  $14,491  $46,188  $35,392
     Adjustments:
      Share-based compensation expense       1,352    1,149    4,980    3,999
      Acquisition-related in-process
       research and development charges          -        -        -      756
      Acquisition-related
       intangible amortization               1,177    1,621    3,925    3,965
      Acquisition-related inventory
       write-up amortization                     -      391      297    2,552
      Restructuring and other
       related costs                         1,888       59    2,014      166
                                          -------- -------- -------- --------
    As adjusted                            $18,968  $17,711  $57,404  $46,830
                                          ======== ======== ======== ========


    Diluted Earnings Per Share
     U.S. GAAP as reported                   $0.47    $0.46    $1.49    $1.12
     Adjustments:
      Share-based compensation expense        0.04     0.04     0.16     0.13
      Acquisition-related in-process
       research and development charges          -        -        -     0.02
      Acquisition-related
       intangible amortization                0.04     0.06     0.13     0.13
      Acquisition-related inventory
       write-up amortization                     -     0.01     0.01     0.08
      Restructuring and other
       related costs                          0.06        -     0.06     0.01
                                          -------- -------- -------- --------
    As adjusted                              $0.61    $0.57    $1.85    $1.49
                                          ======== ======== ======== ========


                     VARIAN, INC. AND SUBSIDIARY COMPANIES
              RECONCILIATION OF GAAP TO ADJUSTED RESULTS - ACTUAL
                        UNAUDITED RESULTS OF OPERATIONS
                       (In thousands, except margin data)
                Third Quarter FY 2007 and Third Quarter FY 2006
                                      and
            First Nine Months FY 2007 and First Nine Months FY 2006


                                  Fiscal Quarter Ended   Nine Months Ended
                                 ---------------------- -------------------
                                  June 29,   June 30,   June 29,   June 30,
                                    2007       2006       2007       2006
                                  ---------  --------  ---------  ---------

    TOTAL COMPANY EXCLUDING
     GENERAL (UNALLOCATED)
     CORPORATE COSTS

    Operating Earnings
     U.S. GAAP as reported         $25,244    $23,258    $81,915    $63,226
     Adjustments:
      Share-based
      compensation expense             807      1,014      3,539      3,358
      Acquisition-related
       in-process research and
       development charges               -          -          -        756
      Acquisition-related
       intangible amortization       1,812      2,421      6,013      6,057
      Acquisition-related inventory
       write-up amortization             -        584        455      3,898
      Restructuring and other
       related costs                 2,906        100      3,085        265
                                  ---------  --------  ---------  ---------
    As adjusted                    $30,769    $27,377    $95,007    $77,560
                                  =========  ========  =========  =========

    Operating Margins
     U.S. GAAP as reported            11.1 %     11.1 %     12.1 %     10.3 %
     Adjustments:
      Share-based
       compensation expense            0.4        0.5        0.5        0.5
      Acquisition-related
       in-process research and
       development charges               -          -          -        0.1
      Acquisition-related
       intangible amortization         0.7        1.2        0.9        1.1
      Acquisition-related inventory
       write-up amortization             -        0.3        0.1        0.6
      Restructuring and other
       related costs                   1.3          -        0.5          -
                                  ---------  --------  ---------  ---------
    As adjusted                       13.5 %     13.1 %     14.1 %     12.6 %
                                  =========  ========  =========  =========


                     VARIAN, INC. AND SUBSIDIARY COMPANIES
              RECONCILIATION OF GAAP TO ADJUSTED RESULTS - ACTUAL
                        UNAUDITED RESULTS OF OPERATIONS
                      (In thousands, except margin data)
                Third Quarter FY 2007 and Third Quarter FY 2006
                                      and
            First Nine Months FY 2007 and First Nine Months FY 2006

                               Fiscal Quarter Ended    Nine Months Ended
                               --------------------   -------------------
                               June 29,   June 30,    June 29,    June 30,
                                 2007       2006        2007        2006
                               --------   --------    --------    ---------
    SCIENTIFIC INSTRUMENTS
     SEGMENT

    Operating Earnings
     U.S. GAAP as reported      $17,406    $14,725     $58,062     $41,390
     Adjustments:
      Share-based
       compensation expense         692        759       2,562       2,557
      Acquisition-related
       in-process research
       and development charges        -          -           -         756
      Acquisition-related
       intangible amortization    1,812      2,421       6,013       6,057
      Acquisition-related
       inventory write-up
       amortization                   -        584         455       3,898
      Restructuring and other
       related costs              2,906        100       3,085         265
                                --------   --------    --------    --------
    As adjusted                 $22,816    $18,589     $70,177     $54,923
                               =========   ========    ========    ========

    Operating Margins
     U.S. GAAP as reported          9.3 %      8.6 %      10.5 %       8.2 %
     Adjustments:
      Share-based
       compensation expense         0.4        0.4         0.5         0.5
      Acquisition-related in-
       process research
       and development charges        -          -           -         0.2
      Acquisition-related
       intangible amortization      0.9        1.5         1.0         1.1
      Acquisition-related
       inventory write-up
       amortization                   -        0.3         0.1         0.8
      Restructuring and other
       related costs                1.6        0.1         0.6         0.1
                                --------   --------    --------    --------
    As adjusted                    12.2 %     10.9 %      12.7 %      10.9 %
                               =========   ========    ========    ========

    VACUUM TECHNOLOGIES SEGMENT

    Operating Earnings
     U.S. GAAP as reported       $7,838     $8,533     $23,853     $21,836
     Adjustments:
      Share-based
       compensation expense         115        255         977         801
                                --------   --------    --------    --------
     As adjusted                 $7,953     $8,788     $24,830     $22,637
                               =========   ========    ========    ========

    Operating Margins
     U.S. GAAP as reported         19.5 %     21.6 %      19.7 %      19.5 %
     Adjustments:
      Share-based
       compensation expense         0.3        0.7         0.9         0.7
                                --------   --------    --------    --------
     As adjusted                   19.8 %     22.3 %      20.6 %      20.2 %
                               =========   ========    ========    ========

    GENERAL (UNALLOCATED)
     CORPORATE

    Operating Earnings
     U.S. GAAP as reported      $(4,570)   $(4,324)   $(14,216)   $(12,722)
     Adjustments:
      Share-based
       compensation expense       1,322        796       4,304       2,874
      Restructuring and other
       related costs                   -       (12)          -         (12)
                               ---------   --------    --------    --------
     As adjusted                $(3,248)   $(3,540)    $(9,912)    $(9,860)
                               =========   ========    ========    ========


                    VARIAN, INC. AND SUBSIDIARY COMPANIES

            RECONCILIATION OF GAAP TO ADJUSTED RESULTS - PROJECTED
                            RESULTS OF OPERATIONS

                    Fiscal Year Ending September 28, 2007



                                                  Range of Projected Results
    TOTAL COMPANY

    Projected Diluted Earnings Per Share
      Projected U.S. GAAP                                $1.92 - $2.03
      Adjustments:
        Projected share-based
         compensation expense                            $0.20 - $0.21
        Projected acquisition-related
         intangible amortization                             $0.17
        Projected acquisition-related inventory
         write-up amortization                               $0.03
        Projected restructuring and
         other related costs                             $0.09 - $0.11

      Projected as adjusted                              $2.44 - $2.52

SOURCE Varian, Inc. 07/25/2007

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