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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ 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 :~~Act:

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

The number of shares of the registrant’s common stock outstanding as of August ~~1, 2008~~7, 2009 was ~~29,368,498.~~28,904,478.


	Fiscal Quarter Ended						Nine Months Ended						Fiscal Quarter Ended						Nine Months Ended
	June 27, 2008			June 29, 2007			June 27, 2008			June 29, 2007			July 3, 2009			June 27, 2008			July 3, 2009			June 27, 2008
Sales
Products	$	206,498		$	195,634		$	625,322		$	584,314		$	165,098		$	206,498		$	513,565		$	625,322
Services		37,951			31,461			104,723			90,649			31,525			37,951			96,720			104,723

Total sales		244,449			227,095			730,045			674,963			196,623			244,449			610,285			730,045

Cost of sales
Products		116,457			107,644			342,951			317,783			92,284			116,457			284,243			342,951
Services		21,809			17,532			60,733			50,067			17,690			21,809			54,548			60,733

Total cost of sales		138,266			125,176			403,684			367,850			109,974			138,266			338,791			403,684

Gross profit		106,183			101,919			326,361			307,113			86,649			106,183			271,494			326,361

Operating expenses
Selling, general and administrative		68,797			64,366			202,380			190,822			54,444			68,797			174,638			202,380
Research and development		18,519			16,879			53,889			48,592			13,718			18,519			42,977			53,889
Purchased in-process research and development		1,488			—			1,488			—			—			1,488			—			1,488

Total operating expenses		88,804			81,245			257,757			239,414			68,162			88,804			217,615			257,757

Operating earnings		17,379			20,674			68,604			67,699			18,487			17,379			53,879			68,604
Impairment of private company equity investment (Note 14)		—			—			(3,018	)		—
Impairment of private company equity investment (Note 15)														—			—			—			(3,018	)
Interest income		1,200			1,622			4,888			4,259			350			1,200			1,275			4,888
Interest expense		(390	)		(454	)		(1,274	)		(1,444	)		(434	)		(390	)		(1,091	)		(1,274	)

Earnings before income taxes		18,189			21,842			69,200			70,514			18,403			18,189			54,063			69,200
Income tax expense		6,823			7,291			24,463			24,326			4,950			6,823			17,383			24,463

Net earnings	$	11,366		$	14,551		$	44,737		$	46,188		$	13,453		$	11,366		$	36,680		$	44,737


Net earnings per share:
Basic	$	0.39		$	0.48		$	1.50		$	1.52		$	0.47		$	0.39		$	1.27		$	1.50

Diluted	$	0.38		$	0.47		$	1.48		$	1.49		$	0.47		$	0.38		$	1.27		$	1.48

Shares used in per share calculation:
Basic		29,340			30,469			29,833			30,497			28,651			29,340			28,786			29,833

Diluted		29,728			30,983			30,309			31,028			28,791			29,728			28,924			30,309

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.


	June 27, 2008		September 28, 2007		July 3, 2009		October 3, 2008
ASSETS
Current assets
Cash and cash equivalents	$	128,215	$	196,396	$	166,377	$	103,895
Accounts receivable, net		189,192		187,429		156,268		199,420
Inventories		184,790		140,533		146,817		161,039
Deferred taxes		38,175		38,068		31,235		32,287
Prepaid expenses and other current assets		19,277		17,332		15,465		15,663

Total current assets		559,649		579,758		516,162		512,304
Property, plant and equipment, net		114,975		110,792		114,869		110,343
Goodwill		230,430		193,760		215,705		218,208
Intangible assets, net		42,664		31,572		30,338		36,972
Other assets		20,376		20,951		26,954		24,089

Total assets	$	968,094	$	936,833	$	904,028	$	901,916

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities
Current portion of long-term debt	$	—	$	6,250	$	6,250	$	—
Accounts payable		78,603		72,588		53,072		70,923
Deferred profit		10,531		13,641		10,205		10,957
Accrued liabilities		173,007		159,109		156,407		167,173

Total current liabilities		262,141		251,588		225,934		249,053
Long-term debt		18,750		18,750		12,500		18,750
Deferred taxes		7,302		4,050		4,012		4,341
Other liabilities		44,206		44,358		38,469		43,431

Total liabilities		332,399		318,746		280,915		315,575

Commitments and contingencies (Notes 5, 6, 8, 9, 10, 11, 12 and 15)
Commitments and contingencies (Notes 6, 7, 9, 10, 11, 12, 13, 16 and 20)

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—29,350 shares at June 27, 2008 and 30,345 shares at September 28, 2007		360,067		351,330
Common stock—par value $0.01, authorized—99,000 shares; issued and outstanding—28,824 shares at July 3, 2009 and 28,917 shares at October 3, 2008						361,523		356,192
Retained earnings		182,981		199,471		218,074		184,678
Accumulated other comprehensive income		92,647		67,286		43,516		45,471

Total stockholders’ equity		635,695		618,087		623,113		586,341

Total liabilities and stockholders’ equity	$	968,094	$	936,833	$	904,028	$	901,916

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.


	Nine Months Ended						Nine Months Ended
	June 27, 2008			June 29, 2007			July 3, 2009			June 27, 2008
Cash flows from operating activities
Net earnings	$	44,737		$	46,188		$	36,680		$	44,737
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		21,217			21,163			20,313			21,217
Gain on disposition of property, plant and equipment		(452	)		(196	)		(140	)		(452	)
Impairment of private company equity investment		3,018			—			—			3,018
Purchased in-process research and development		1,488			—			—			1,488
Share-based compensation expense		7,207			7,890			6,033			7,207
Deferred taxes		(540	)		(1,802	)		(1,054	)		(540	)
Unrealized (gain) loss on currency remeasurement								(404	)		2,673
Changes in assets and liabilities, excluding effects of acquisitions:
Accounts receivable, net		10,735			2,245			41,294			10,735
Inventories		(31,046	)		(9,703	)		11,850			(31,046	)
Prepaid expenses and other current assets		490			(436	)		18			490
Other assets		(726	)		(212	)		(1,363	)		(726	)
Accounts payable		1,222			(6,488	)		(17,923	)		1,222
Deferred profit		(3,966	)		(3,269	)		(814	)		(3,966	)
Accrued liabilities		3,200			272			(14,257	)		3,200
Other liabilities		3,041			3,613			(904	)		368

Net cash provided by operating activities		59,625			59,265			79,329			59,625

Cash flows from investing activities
Proceeds from sale of property, plant and equipment		1,265			3,193			6,110			1,265
Purchase of property, plant and equipment		(16,674	)		(10,879	)		(20,828	)		(16,674	)
Purchase of businesses, net of cash acquired		(52,898	)		(5,066	)
Acquisitions, net of cash acquired								(2,429	)		(52,898	)
Private company equity investments		(18	)		—			—			(18	)

Net cash used in investing activities		(68,325	)		(12,752	)		(17,147	)		(68,325	)

Cash flows from financing activities
Repayment of debt		(6,250	)		(2,500	)		—			(6,250	)
Repurchase of common stock		(81,892	)		(69,582	)		(7,623	)		(81,892	)
Issuance of common stock		15,761			26,748			3,283			15,761
Excess tax benefit from share-based plans		3,151			7,070			—			3,151
Transfers to Varian Medical Systems, Inc.		(600	)		(381	)		(441	)		(600	)

Net cash used in financing activities		(69,830	)		(38,645	)		(4,781	)		(69,830	)

Effects of exchange rate changes on cash and cash equivalents		10,349			9,317			5,081			10,349

Net (decrease) increase in cash and cash equivalents		(68,181	)		17,185
Net increase (decrease) in cash and cash equivalents								62,482			(68,181	)
Cash and cash equivalents at beginning of period		196,396			154,155			103,895			196,396

Cash and cash equivalents at end of period	$	128,215		$	171,340		$	166,377		$	128,215

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

These unaudited interim condensed consolidated financial statements of Varian, Inc. and its subsidiary companies (collectively, the “Company”) have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. The ~~September 28, 2007~~October 3, 2008 balance sheet data was derived from audited financial statements, but does not include all disclosures required in audited financial statements by U.S. GAAP. These unaudited interim condensed consolidated financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended ~~September 28, 2007~~October 3, 2008 filed with the SEC. In the opinion of the Company’s management, the unaudited interim condensed consolidated financial statements include all normal recurring adjustments necessary to present fairly the information required to be set forth therein. The results of operations for the nine months ended ~~June 27, 2008~~July 3, 2009 are not necessarily indicative of the results to be expected for a full year or for any other ~~periods.~~period.

Revision of Prior Period Financial Statements. During the fiscal quarter ended July 3, 2009, the Company identified a clerical error related to the calculation of the fiscal year 2008 income tax provision. The impact of this error was an understatement of income tax expense and an overstatement of consolidated net earnings of $1.3 million during the fiscal quarter and fiscal year ended October 3, 2008. The error also resulted in an overstatement of current deferred tax assets and retained earnings of $1.3 million at October 3, 2008, January 2, 2009 and April 3, 2009. The Company assessed the materiality of this error in accordance with the SEC’s Staff Accounting Bulletin 99 and concluded that the previously issued financial statements are not materially misstated. In accordance with the SEC’s Staff Accounting Bulletin 108, the Company has corrected the immaterial error by revising the prior period financial statements. Accordingly, the October 3, 2008 balance sheet presented herein has been revised to correct for the immaterial error and this revision will be presented prospectively in future filings. The revision did not impact net cash provided by operating activities or net cash used in investing activities or financing activities for the fiscal year ended October 3, 2008 or for the nine months ended July 3, 2009.

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

The Company designs, develops, manufactures, markets, sells and services scientific instruments (including analytical instruments, research products and related software, consumable products, accessories and services) and vacuum products (including related accessories and services). ~~These businesses~~The Company primarily ~~serve~~serves life science, ~~industrial (which includes~~ environmental, ~~food~~energy, and ~~energy), academic~~applied research and ~~research~~other customers.

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

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

On July 26, 2009, Varian, Inc., a Delaware corporation (“Varian”), Agilent Technologies, Inc., a Delaware corporation (“Agilent”), and Cobalt Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Agilent (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, merge with and into Varian and Varian will survive the merger and continue as a wholly owned subsidiary of Agilent (the “Merger”).

Pursuant to the terms of the Merger Agreement and subject to the conditions thereof, at the effective time of the Merger (the “Effective Time”), each share of common stock of Varian issued and outstanding immediately prior to the Effective Time will be converted into the right to receive $52.00 in cash, without interest.

Fiscal Periods. The Company’s fiscal years reported are the 52- or 53-week periods ending on the Friday nearest September 30. Fiscal year ~~2008~~2009 will comprise the ~~53-week~~52-week period ending October ~~3, 2008,~~2, 2009, and fiscal year ~~2007~~2008 was comprised of the ~~52-week~~53-week period ended ~~September 28, 2007.~~October 3, 2008. The fiscal quarters and nine months ended July 3, 2009 and June 27, 2008 ~~and June 29, 2007~~ each comprised 13 weeks and 39 weeks, respectively.

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

Effective October 4, 2008 (the first day of fiscal year 2009), the Company adopted Statement of Financial Accounting Standards No. (“SFAS”) 157,Fair Value Measurements. The Company elected to delay applying SFAS 157 to certain non-recurring nonfinancial assets and nonfinancial liabilities until fiscal year 2010, as permitted by FASB Staff Position (“FSP”) 157-2,Effective Date of FASB Statement No. 157.

On the same date, the Company also adopted SFAS 159,The Fair Value Option for Financial Assets and Liabilities, which permits entities to elect, at specified election dates, to measure eligible financial instruments at fair value. Since its adoption of SFAS 159, the Company has not elected the fair value option for any financial assets or liabilities that were not previously measured at fair value.

Fair Value Hierarchy.SFAS 157 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are:

Level 1—Observable inputs that reflect quoted prices for identical assets or liabilities in active markets.

Level 2—Other inputs that are directly or indirectly observable in the marketplace.

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

~~Comprehensive Income.~~ ~~A summary of the components of the Company’s comprehensive income follows:~~Level 3—Unobservable inputs which are supported by little or no market activity.

As of July 3, 2009, the Company did not have any financial liabilities that were measured at fair value on a recurring basis.

Financial assets measured at fair value on a recurring basis as of July 3, 2009 follow:

The cost basis of cash and cash equivalents approximates fair value due to the short period of time to maturity.


	June 27, 2008		September 28, 2007		July 3, 2009		October 3, 2008
(in thousands)
Inventories
Raw materials and parts	$	87,288	$	64,130	$	65,410	$	77,447
Work in process		33,153		24,842		27,008		25,091
Finished goods		64,349		51,561		54,399		58,501

Total	$	184,790	$	140,533	$	146,817	$	161,039

Effective January 3, 2009 (the first day of the second quarter of fiscal year 2009), the Company adopted SFAS 161,Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement 133. The adoption of SFAS 161 had no financial impact on the Company’s primary financial statements as it only required additional footnote disclosures. The Company has applied the requirements of SFAS 161 on a prospective basis. Accordingly, disclosures related to interim periods prior to the date of adoption have not been presented.

The Company enters into foreign exchange forward contracts to minimize the short-term impact of foreign currency fluctuations on the Company’s legal entities’ monetary assets and liabilities denominated in ~~non-functional~~currencies other than their functional currencies. These foreign currency exposures mainly arise from intercompany transactions by and between the parent company and its various foreign subsidiaries. The Company does not designate its forward exchange contracts ~~are accounted~~as hedging instruments, and these contracts do not qualify for hedge accounting treatment under ~~Statement of Financial Accounting Standards No. (“SFAS”)~~SFAS 133,Accounting for Derivative Instruments and Hedging ~~Activities~~Activities.. Typically, gains and losses on these contracts are substantially offset by transaction losses and gains on the underlying balances being hedged. During the fiscal quarter and nine months ended June 27, 2008, net foreign currency gains relating to these arrangements were $0.7 million and $1.5 million, respectively. During the fiscal quarter and nine months ended June 29, 2007, net foreign currency losses relating to these arrangements were $0.4 million and $1.2 million, respectively. These amounts were recorded in selling, general and administrative expenses.

From time to time, the Company also enters into foreign exchange forward contracts to minimize the impact of foreign currency fluctuations on forecasted transactions. These contracts are designated as cash flow hedges under SFAS 133. At June 27, 2008, there were no outstanding foreign exchange forward contracts designated as cash flow hedges of forecasted transactions. During the fiscal quarters and nine months ended June 27, 2008 and June 29, 2007, no foreign exchange gains or losses from hedge ineffectiveness were recognized.

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

The Company’s forward exchange contracts generally have maturities of one month or less and are closed out and rolled over into new contracts at the end of each monthly reporting period. Consequently, the fair value of these contracts has historically not been significant at the end of each reporting period.Typically, realized gains and losses on forward exchange contracts, which arise as a result of closing out the contracts at the end of each reporting period, are substantially offset by revaluation losses and gains on the underlying balances denominated in non-functional currencies. However, an inaccurate forecast of foreign currency assets or liabilities, coupled with a currency movement, would result in a gain or loss on a net basis. Gains and losses on forward exchange contracts and from revaluation of the underlying asset and liability balances denominated in non-functional currencies are recognized in the Unaudited Condensed Consolidated Statement of Earnings in selling, general and administrative expenses.

During the fiscal quarter and nine months ended July 3, 2009, the Company recognized a net foreign currency gain of $0.1 million and a net foreign currency loss of $0.9 million, respectively. During the fiscal quarter and nine months ended June 27, 2008, the Company recognized net foreign currency gains of $0.7 million and $1.5 million, respectively.

Other than foreign exchange forward contracts, ~~generally range from one to 12 months~~the Company has no other freestanding or embedded derivative instruments, although the Company may use other derivative instruments in ~~original maturity. A summary~~the future. The Company has not entered into forward exchange contracts for speculative or trading purposes.

As of ~~all~~July 3, 2009, the Company had foreign exchange forward contracts ~~that were outstanding as~~to purchase the U.S. dollar equivalent of ~~June 27, 2008 follows:~~$67.0 million and to sell the U.S. dollar equivalent of $20.5 million in various foreign currencies.

~~Analogix Business.~~In-Process Research and Development~~On November 11, 2007,~~. During the Company acquired certain assets and assumed certain liabilities of Analogix, Inc. (the “Analogix Business”) for approximately $11 million in cash and assumed net debt, subject to certain net asset adjustments. Under the terms of the acquisition, the Company might make additional purchase price payments of up to $4 million over a three-year period, depending on the performance of the Analogix Business and certain operational milestones. The Analogix Business designs, manufactures, markets, sells and services consumables and instrumentation for automated compound purification using flash chromatography, and became part of the Scientific Instruments segment.

~~Oxford Diffraction Ltd.~~ On April 4, 2008, the Company acquired Oxford Diffraction Ltd. (“Oxford Diffraction”) for approximately $39 million in cash and assumed net debt, subject to certain net asset adjustments. Under the terms of the acquisition, the Company might make additional purchase price payments of up to $10 million over a three-year period, depending on the future financial performance of the Oxford Diffraction business. Oxford Diffraction designs, manufactures, markets, sells and services instruments and consumables for x-ray crystallography, an analytical technique used by scientists in pharmaceutical research and other research laboratories to determine the structure of both small molecules and large molecules such as proteins. Oxford Diffraction became part of the Scientific Instruments segment.

In connection with the Oxford Diffraction acquisition, the Company has completed a preliminary valuation of identified intangible assets (including purchased in-process research and development) which was used to prepare the initial purchase price allocation for accounting purposes. This valuation is expected to be finalized in the fourththird quarter of fiscal year 2008, ~~and may result in adjustments to the final purchase price allocation.~~

~~Based on the results of the preliminary valuation,~~ the Company recorded a one-time charge of $1.5 million ~~during the third quarter of fiscal year 2008~~ to immediately expense acquired in-process research and development related to projects that were ~~in process but incomplete~~in-process at the time of the ~~acquisition.~~acquisition of Oxford Diffraction Ltd.

Contingent Consideration Arrangements. The Company is, from time to time, obligated to pay additional cash purchase price amounts in the event that certain financial or operational milestones are met by acquired

~~NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

businesses. As of ~~June 27, 2008,~~July 3, 2009, up to a maximum of ~~$43.9~~$10.0 million could be payable through April 2011 under contingent consideration arrangements relating to acquired businesses. Amounts subject to these arrangements can be earned over the respective measurement period, depending on the performance of the acquired business relative to certain financial and/or operational targets.

The following table summarizes outstanding contingent consideration arrangements as of ~~June 27, 2008:~~July 3, 2009:

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

Changes in the carrying amount of goodwill for each of the Company’s reporting segments in the first nine months of fiscal year ~~2008~~2009 were as follow:


	Scientific Instruments		Vacuum Technologies		Total Company		Scientific Instruments			Vacuum Technologies		Total Company
(in thousands)
Balance as of September 28, 2007	$	192,794	$	966	$	193,760
Fiscal year 2008 acquisitions		29,247		—		29,247
Balance as of October 3, 2008							$	217,242		$	966	$	218,208
Contingent payments on prior-year acquisitions		4,057		—		4,057		1,611			—		1,611
Foreign currency impacts and other adjustments		3,366		—		3,366		(4,114	)		—		(4,114	)

Balance as of June 27, 2008	$	229,464	$	966	$	230,430
Balance as of July 3, 2009							$	214,739		$	966	$	215,705

As required by SFAS 142,Goodwill and Other Intangible Assets, the Company performs an annual goodwill impairment ~~assessment. This~~ assessment ~~is performed~~ in the second quarter of each fiscal year. During the second quarter of fiscal year ~~2008,~~2009, the Company completed its annual impairment test and determined that there was no impairment of goodwill.

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

~~NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

Amortization expense relating to intangible assets was $1.7 million and $5.6 million during the fiscal quarter and nine months ended July 3, 2009, respectively. Amortization expense relating to intangible assets was $2.4 million and $6.2 million during the fiscal quarter and nine months ended June 27, 2008, respectively. ~~Amortization expense relating to intangible assets was $1.8 million and $6.1 million during the fiscal quarter and nine months ended June 29, 2007, respectively. At June 27, 2008,~~

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

As of July 3, 2009, estimated amortization expense for the remainder of fiscal year ~~2008~~2009 and for each of the five succeeding fiscal years and thereafter follows:


	Estimated Amortization Expense
(in thousands)
Fiscal quarter ending October 3, 2008	$	2,414
Fiscal year 2009		8,652
Estimated amortization expense
Fiscal quarter ending October 2, 2009			$	1,803
Fiscal year 2010		8,148		7,185
Fiscal year 2011		5,680		5,062
Fiscal year 2012		4,836		4,114
Fiscal year 2013		4,431		3,579
Fiscal year 2014				3,421
Thereafter		8,503		5,174

Total	$	42,664	$	30,338

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

~~NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~reduce operating costs.

The following table sets forth changes in the Company’s aggregate liability relating to all ongoing restructuring plans ~~(including the Fiscal Year 2007 Plan described below)~~ during the first, second and third quarters of fiscal year ~~2008~~2009 as well as total restructuring expense and other related costs recorded since the inception of those plans:


	Employee- Related			Facilities- Related			Total				Employee- Related			Facilities- Related			Total
(in thousands)
Balance at September 28, 2007	$	2,222		$	707		$	2,929
Balance at October 3, 2008											$	1,840		$	982		$	2,822
Charges to expense, net		453			761			1,214				925			—			925
Cash payments		(181	)		(131	)		(312	)			(601	)		(38	)		(639	)
Foreign currency impacts and other adjustments		24			(24	)		—				47			(56	)		(9	)

Balance at December 28, 2007		2,518			1,313			3,831
Charges to expense, net		51			—			51
Balance at January 2, 2009												2,211			888			3,099
Charges to (reversals of) expense, net												6,577			(317	)		6,260
Cash payments		(1,020	)		(65	)		(1,085	)			(4,560	)		(182	)		(4,742	)
Foreign currency impacts and other adjustments		36			138			174				22			(40	)		(18	)

Balance at March 28, 2008		1,585			1,386			2,971
Charges to expense, net		294			—			294
Balance at April 3, 2009												4,250			349			4,599
(Reversals of) charges to expense, net												(105	)		19			(86	)
Cash payments		(107	)		(88	)		(195	)			(1,650	)		(3	)		(1,653	)
Foreign currency impacts and other adjustments		(4	)		(21	)		(25	)			131			52			183

Balance at June 27, 2008	$	1,768		$	1,277		$	3,045
Balance at July 3, 2009											$	2,626		$	417		$	3,043


Total expense since inception of plans
(in millions)
Restructuring expense							$	19.2		Restructuring expense							$	13.3

Other restructuring-related costs⁽¹⁾							$	8.1		Other restructuring-related costs⁽¹⁾							$	8.4

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

Fiscal Year 2009 Second Quarter Plan. During the second quarter of fiscal year 2009, the Company committed to a plan to reduce its cost structure, primarily through headcount reductions, due to continuing uncertainties in the global economic environment. The plan primarily involves the elimination of approximately 240 regular employee (primarily in North America and Europe and, to a lesser extent, Asia Pacific and Latin America) and 80 temporary positions in both the Scientific Instruments and Vacuum Technologies segments. In addition, the plan includes the closure of one small research and development/manufacturing facility in North America (Lake Forest, California) and two sales offices in Europe (Sweden and Switzerland).

Restructuring and other related costs to be incurred in connection with this plan are currently estimated to be between $7.0 million and $8.0 million, of which between $6.5 million and $7.0 million is expected to impact the Scientific Instruments segment and between $0.5 million and $1.0 million is expected to impact the Vacuum Technologies segment. The restructuring costs include one-time termination benefits for employees whose positions are being eliminated of between $6.0 million and $7.0 million and lease termination costs of $0.1 million (including future lease payments on vacated facilities). Other restructuring-related costs include employee retention and relocation costs of between $0.3 million and $0.5 million and facility-related relocation costs and accelerated depreciation of fixed assets to be disposed upon the closure of facilities of between $0.1 million and $0.3 million. These costs are being recorded and included in cost of sales, selling, general and administrative expenses and research and development expenses.

The following table sets forth changes in the Company’s restructuring liability relating to the foregoing plan during the second and third quarters of fiscal year 2009:

The restructuring expense of $6.3 million recorded during the nine months of fiscal year 2009 related to employee termination benefits, of which $5.7 million impacted the Scientific Instruments segment and $0.6 million impacted the Vacuum Technologies segment. The Company also incurred $0.4 million in other restructuring-related costs during the nine months of fiscal year 2009, which impacted the Scientific Instruments segment and were comprised of $0.1 million in employee-related costs and a $0.3 million non-cash charge for accelerated depreciation of assets to be disposed upon the closure of facilities. These costs are expected to be settled by the end of fiscal year 2010.

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

Fiscal Year 2009 First Quarter Plan. During the first quarter of fiscal year 2009, the Company committed to a separate plan to reduce its employee headcount in order to reduce operating costs and increase margins. The plan involves the termination of approximately 35 employees, mostly located in Europe. The restructuring costs related to this plan primarily consist of one-time termination benefits which are expected to be settled by the end of fiscal year 2010. This restructuring plan did not involve any non-cash components. Costs relating to restructuring activities recorded under this plan have been included in cost of sales, selling, general and administrative expenses and research and development expenses.

The following table sets forth changes in the Company’s restructuring liability relating to the foregoing plan during the first, second and third quarters of fiscal year 2009:

The restructuring expense of $1.4 million recorded during the first nine months of fiscal year 2009 related to employee termination benefits, of which $1.2 million impacted the Scientific Instruments segment and $0.2 million impacted the Vacuum Technologies segment. The Company also incurred $0.1 million in other employee-related costs during the period which impacted the Scientific Instruments segment.

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

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

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

~~NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

Restructuring and other related costs associated with this plan include one-time termination benefits, employee retention payments, costs to relocate facilities (including decommissioning costs, moving costs and temporary facility/storage costs), accelerated depreciation of fixed assets to be disposed as a result of facilities actions and lease termination ~~costs.~~costs which are expected to be completed by the second quarter of fiscal year 2010. Costs relating to restructuring activities recorded under this plan have been included in cost of sales, selling, general and administrative expenses and research and development expenses.

The following table sets forth changes in the Company’s restructuring liability relating to the foregoing plan during the first, second and third quarters of fiscal year ~~2008:~~2009:


		Employee- Related			Facilities- Related			Total				Employee- Related			Facilities- Related			Total
(in thousands)
Balance at September 28, 2007		$	2,222		$	—		$	2,222
Charges to expense, net			453			761			1,214
Balance at October 3, 2008												$	1,840		$	551		$	2,391
Reversals of expense, net													(387	)		—			(387	)
Cash payments			(181	)		(77	)		(258	)			—			(38	)		(38	)
Foreign currency impacts and other adjustments			24			(20	)		4				(2	)		17			15

Balance at December 28, 2007			2,518			664			3,182
Charges to expense, net			51			—			51
Balance at January 2, 2009													1,451			530			1,981
Charges to (reversals of) expense, net													192			(317	)		(125	)
Cash payments			(1,020	)		(44	)		(1,064	)			(390	)		(182	)		(572	)
Foreign currency impacts and other adjustments			36			136			172				(18	)		(31	)		(49	)

Balance at March 28, 2008			1,585			756			2,341
Charges to expense, net			294			—			294
Balance at April 3, 2009													1,235			—			1,235
Reversals of expense, net													(96	)		—			(96	)
Cash payments			(107	)		(64	)		(171	)			—			—			—
Foreign currency impacts and other adjustments			(4	)		(11	)		(15	)			7			—			7

Balance at June 27, 2008		$	1,768		$	681		$	2,449
Balance at July 3, 2009												$	1,146		$	—		$	1,146


Total expense since inception of plans
Total expense since inception of plan
(in millions)
Restructuring expense	Restructuring expense							$	3.9		Restructuring expense							$	3.8

Other restructuring-related costs	Other restructuring-related costs							$	4.7		Other restructuring-related costs							$	7.2

The net reversals of restructuring ~~charges~~expense of ~~$0.3~~$0.1 million and ~~$1.6~~$0.6 million recorded during the fiscal quarter and nine months ended ~~June 27, 2008~~July 3, 2009, respectively, related to changes in estimates of certain employee termination benefits and ~~costs associated with~~ the ~~closure~~early cancellation of ~~leased facilities.~~a lease agreement for a vacated facility. The Company also incurred ~~$1.4~~$0.5 million and ~~$2.7~~$1.7 million in other restructuring-related costs during the fiscal quarter and nine months ended ~~June 27, 2008,~~July 3, 2009, respectively. These costs were related to employee retention costs and facilities-related costs including decommissioning costs and non-cash charges for accelerated depreciation of assets to be disposed upon the closure of facilities.

Product Warranties. The Company’s products are generally subject to warranties. Liabilities for the estimated future costs of repair or replacement under product warranty are established and charged to cost of

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

sales at the time the related sale is recognized. The amount of liability to be recorded is based on management’s best estimates of future warranty costs after considering historical and projected product failure rates and product repair costs.

~~NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

Changes in the Company’s estimated liability for product warranty during the nine months ended July 3, 2009 and June 27, 2008 ~~and June 29, 2007~~ follow:


	Nine Months Ended						Nine Months Ended
	June 27, 2008			June 29, 2007			July 3, 2009			June 27, 2008
(in thousands)
Beginning balance	$	12,454		$	11,042		$	13,867		$	12,454
Charges to costs and expenses		3,571			3,856			15,663			14,793
Acquired warranty liabilities								—			1,098
Warranty expenditures and other adjustments		(3,521	)		(3,433	)		(15,736	)		(14,743	)
Acquired warranty liabilities		1,098			—

Ending balance	$	13,602		$	11,465		$	13,794		$	13,602

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

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

The Company is subject to certain indemnification obligations to Jabil Circuit, Inc. (“Jabil”) in connection with the Company’s sale of its Electronics Manufacturing Business to ~~Jabil.~~Jabil which was completed in fiscal year 2005. These indemnification obligations cover certain aspects of the Company’s conduct of the Electronics Manufacturing Business prior to its sale to Jabil, including, but not limited to, tax and environmental matters. The agreement containing these indemnification obligations is disclosed as an exhibit to the Company’s Annual Report on Form 10-K. The estimated fair value of these indemnification obligations is not considered to be material.

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

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

not made payments related to these indemnification obligations and the estimated fair value of these indemnification obligations is not considered to be material.

~~NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

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

Credit Facilities. The Company maintains relationships with banks in many countries from whom it sometimes obtains bank guarantees and short-term standby letters of credit. These guarantees and letters of credit relate primarily to advance payments and deposits made to the Company’s subsidiaries by customers for which separate liabilities are recorded in the unaudited condensed consolidated financial statements. As of ~~June 27, 2008,~~July 3, 2009, a total of ~~$23.2~~$21.2 million of these bank guarantees and letters of credit were outstanding. No amounts had been drawn by beneficiaries under these or any other outstanding guarantees or letters of credit as of that date.

Long-term Debt. As of ~~June 27,~~both July 3, 2009 and October 3, 2008, the Company had an $18.8 million term loan outstanding with a U.S. financial ~~institution. The balance outstanding under this term loan was $25.0 million~~institution at ~~September 28, 2007. As of both June 27, 2008 and September 28, 2007, the~~a fixed interest rate ~~on the term loan was~~of 6.7%. The term loan contains certain covenants that limit future borrowings and the payment of cash dividends and require the maintenance of certain levels of working capital and operating results. The Company was in compliance with all restrictive covenants of the term loan agreement at ~~June 27, 2008.~~July 3, 2009.

The following table summarizes future principal payments on borrowings under long-term debt outstanding as of ~~June 27, 2008:~~July 3, 2009:


	Fiscal Quarter Ending Oct. 3, 2008		Fiscal Years												Total		Fiscal Quarter Ending Oct. 2, 2009			Fiscal Years																	Total
			2009		2010		2011		2012		2013		Thereafter						2010			2011			2012			2013			2014			Thereafter
(in thousands)
Long-term debt (including current portion)	$	—	$	—	$	6,250	$	—	$	6,250	$	—	$	6,250	$	18,750	$	—		$	6,250		$	—		$	6,250		$	—		$	6,250		$	—	$	18,750

Based upon rates currently available to the Company for debt with similar terms and remaining maturities, the carrying amount of long-term debt approximates the estimated fair value.

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

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


	Fiscal Quarter Ended						Nine Months Ended						Fiscal Quarter Ended						Nine Months Ended
	June 27, 2008			June 29, 2007			June 27, 2008			June 29, 2007			July 3, 2009			June 27, 2008			July 3, 2009			June 27, 2008
(in thousands)
Service cost	$	343		$	334		$	1,029		$	1,002		$	130		$	343		$	628		$	1,029
Interest cost		723			626			2,169			1,878			679			723			2,089			2,169
Expected return on plan assets		(653	)		(512	)		(1,959	)		(1,536	)		(491	)		(653	)		(1,631	)		(1,959	)
Amortization of prior service cost and actuarial gains and losses		—			111			—			333
Amortization of prior service cost and actuarial (gains) and losses														(47	)		—			(13	)		—
Curtailment loss recognized														—			—			135			—

Net periodic pension cost	$	413		$	559		$	1,239		$	1,677		$	271		$	413		$	1,208		$	1,239

Employer Contributions. During the fiscal quarter and nine months ended ~~June 27, 2008,~~July 3, 2009, the Company made contributions totaling ~~$0.3~~$0.1 million and ~~$1.0~~$0.7 million to its defined benefit pension plans. The Company currently anticipates contributing an additional ~~$0.4~~$0.1 million to these plans in the fourth quarter of fiscal year ~~2008.~~2009.

Defined Benefit Pension Plan Curtailment. During the second quarter of fiscal year 2009, the Company ceased future benefit accruals to a defined benefit pension plan in the United Kingdom. In connection with this action, the Company recorded a curtailment loss of $0.1 million during the second quarter of fiscal year 2009.

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

The Company and VSEA are each obligated (under the terms of the Distribution described in Note 2) to indemnify VMS for one-third of certain costs (after adjusting for any insurance recoveries and tax benefits recognized or realized by VMS for such costs) relating to (a) environmental investigation, monitoring and/or remediation activities at certain facilities previously operated by VAI and third-party claims made in connection with environmental conditions at those facilities, and (b) U.S. Environmental Protection Agency or third-party claims alleging that VAI or VMS is a potentially responsible party under the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended (“CERCLA”) in connection with certain sites to which VAI allegedly shipped manufacturing waste for recycling, treatment or disposal (the “CERCLA sites”). With respect to the facilities formerly operated by VAI, VMS is overseeing the environmental investigation, monitoring and/or remediation activities, in most cases under the direction of or in consultation with federal, state and/or local agencies, and handling third-party claims. VMS is also handling claims relating to the CERCLA sites. The Company is also undertaking environmental investigation and/or monitoring activities at one of its facilities under the direction of or in consultation with governmental agencies.

Various uncertainties make it difficult to estimate future costs for certain of these environmental-related activities, specifically external legal expenses, VMS’ internal oversight costs, third-party claims and a former

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

VAI facility where the likelihood and scope of further environmental-related activities are difficult to assess. As of ~~June 27, 2008,~~July 3, 2009, it was nonetheless estimated that the Company’s future exposure for these environmental-related costs ranged in the aggregate from $1.1 million to $2.6 million. The time frame over which these costs are expected to be incurred varies with each type of cost, ranging up to approximately 2230 years as of ~~June 27, 2008.~~

~~NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

July 3, 2009. No amount in the foregoing range of estimated future costs is discounted, and no amount in the range is believed to be more probable of being incurred than any other amount in such range. The Company therefore had an accrual of $1.1 million as of ~~June 27, 2008~~July 3, 2009, for these future environmental-related costs.

Sufficient knowledge has been gained to be able to better estimate other costs for future environmental-related activities. As of ~~June 27, 2008,~~July 3, 2009, it was estimated that the Company’s future costs for these environmental-related activities ranged in the aggregate from ~~$2.9~~$2.7 million to $12.8 million. The time frame over which these costs are expected to be incurred varies, ranging up to approximately 2230 years as of ~~June 27, 2008.~~July 3, 2009. As to each of these ranges of cost estimates, it was determined that a particular amount within the range was a better estimate than any other amount within the range. Together, these amounts totaled ~~$5.8~~$5.6 million at ~~June 27, 2008.~~July 3, 2009. Because both the amount and timing of the recurring portion of these costs were reliably determinable, that portion is discounted at 4%, net of inflation. The Company therefore had an accrual of $4.1 million as of ~~June 27, 2008,~~July 3, 2009, which represents its best estimate of these future environmental-related costs after discounting estimated recurring future costs. This accrual is in addition to the $1.1 million described in the preceding paragraph.

The Company has not reduced any environmental-related liability in anticipation of recoveries from third parties. However, an insurance company has agreed to pay a portion of certain of VAI’s (now VMS’) future environmental-related costs, for which the Company has an indemnification obligation, and the Company therefore has a long-term receivable of $1.0 million (discounted at 4%, net of inflation) in ~~other~~Other assets as of ~~June 27, 2008,~~July 3, 2009, for the Company’s share of that insurance recovery.

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

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

~~Share-Based Compensation Expense~~Stock Rights..On April 2, 1999, stockholders of record of VAI as of March 24, 1999 received in the Distribution (described in Note 2) one share of the Company’s common stock for each share of VAI common stock held on April 2, 1999. Each stockholder also received one preferred stock purchase right (“Right”) for each share of common stock distributed, entitling the stockholder to purchase one one-thousandth of a share of Participating Preferred Stock, par value $0.01 per share, for $200.00 (subject to adjustment), in the event of certain changes in the Company’s ownership. The ~~Company accounts for share-based awards in accordance with the provisions of SFAS 123(R),~~~~Share-Based Payment~~.Participating Preferred Stock was designed so that each one

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

one-thousandth of a share had economic and voting terms similar to those of one share of common stock. During the second quarter of fiscal year 2009, the Rights expired. As of April 2, 2009, when the Rights had expired, no Rights were eligible to be exercised and none had been exercised through that date.

Share-Based Compensation Expense. The following table summarizes the amount of share-based compensation expense by award type as well as the effect of this expense on ~~net earnings~~income tax expense and net ~~earnings per share:~~earnings:


	Fiscal Quarter Ended						Nine Months Ended						Fiscal Quarter Ended						Nine Months Ended
	June 27, 2008			June 29, 2007			June 27, 2008			June 29, 2007			July 3, 2009			June 27, 2008			July 3, 2009			June 27, 2008
(in thousands, except per share amounts)
(in thousands)
Share-based compensation expense by award type:
Employee and non-employee director stock options	$	(1,359	)	$	(1,424	)	$	(4,150	)	$	(5,404	)	$	1,063		$	1,359		$	3,700		$	4,150
Employee stock purchase plan		(224	)		(219	)		(787	)		(722	)		169			224			663			787
Restricted (nonvested) stock⁽¹⁾		(802	)		(533	)		(2,045	)		(1,639	)
Restricted (nonvested) stock														490			802			1,445			2,045
Non-employee director stock units		—			—			(225	)		(125	)		—			—			225			225

Total share-based compensation expense (effect on earnings before income taxes)		(2,385	)		(2,176	)		(7,207	)		(7,890	)		1,722			2,385			6,033			7,207
Effect on income tax expense		744			794			2,070			2,879			(610	)		(744	)		(2,077	)		(2,070	)

Effect on net earnings	$	(1,641	)	$	(1,382	)	$	(5,137	)	$	(5,011	)	$	1,112		$	1,641		$	3,956		$	5,137


Effect on net earnings per share:
Basic	$	(0.06	)	$	(0.05	)	$	(0.17	)	$	(0.16	)

Diluted	$	(0.06	)	$	(0.04	)	$	(0.17	)	$	(0.16	)

Share-based compensation expense included in the preceding table related to restricted (non-vested) stock includes $49,000 and $203,000 in the fiscal quarter and nine months ended July 3, 2009, respectively, related to restricted stock granted in connection with the Company’s fiscal year 2007 restructuring plan.

Share-based compensation expense has been included in the Company’s ~~unaudited condensed consolidated statement~~Unaudited Condensed Consolidated Statement of ~~earnings~~Earnings as follows:


	Fiscal Quarter Ended				Nine Months Ended				Fiscal Quarter Ended				Nine Months Ended
	June 27, 2008		June 29, 2007		June 27, 2008		June 29, 2007		July 3, 2009		June 27, 2008		July 3, 2009		June 27, 2008
(in thousands)
Cost of sales	$	106	$	103	$	338	$	322	$	86	$	106	$	306	$	338
Selling, general and administrative		2,164		1,936		6,503		7,177		1,565		2,164		5,518		6,503
Research and development		115		137		366		391		71		115		209		366

Total	$	2,385	$	2,176	$	7,207	$	7,890	$	1,722	$	2,385	$	6,033	$	7,207

Stock Options.Under the Omnibus Stock Plan (“OSP”), the Company periodically grants stock options to officers, directors and employees. The exercise price for stock options granted under the OSP may not be less than 100% of the fair market value at the date of the grant. Options granted are exercisable at the times and on the terms established by the Compensation Committee of the Company’s Board of Directors, but not later than ten years after the date of grant (except in the event of death, after which an option is exercisable for three years). ~~Options granted~~Stock options generally ~~become exercisable~~vest in ~~cumulative~~three equal annual installments ~~of one-third each year commencing one year following~~over three years from the ~~date of grant.~~grant date.

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

The following table summarizes stock option activity under the OSP for the nine months ended ~~June 27, 2008:~~July 3, 2009:


	Shares		Weighted Average Exercise Price		Aggregate Grant Date Fair Value ⁽¹⁾		Shares		Weighted Average Exercise Price		Aggregate Grant Date Fair Value ⁽¹⁾
	(in thousands)				(in millions)		(in thousands	)				(in millions	)
Outstanding at September 28, 2007	1,783		$	38.43
Outstanding at October 3, 2008							1,660		$	44.21
Granted	288		$	67.53	$	5.5	334		$	35.44	$	3.6
Exercised	(360	)	$	35.26			(42	)	$	12.10
Cancelled or expired	(7	)	$	56.97			(56	)	$	43.06

Outstanding at June 27, 2008	1,704		$	43.95
Outstanding at July 3, 2009							1,896		$	43.42

As of ~~June 27, 2008,~~July 3, 2009, the unrecognized share-based compensation ~~expense~~balance related to stock options was ~~$5.8~~$4.3 million. This amount will be recognized as expense using the straight-line attribution method over athe remaining weighted-average amortization period of 1.2 years.

Restricted (Nonvested) Stock.Under the OSP, the Company also periodically grants restricted (nonvested) common stock to employees. Such grants are valued using the quoted market value of the underlying common stock as of the grant date. The fair value of these shares is then recognized by the Company as share-based compensation expense ratably over their respective vesting periods, which range from one to three years.

The following table summarizes restricted (nonvested) common stock activity under the OSP for the nine months ended ~~June 27, 2008:~~July 3, 2009:


	Shares		Weighted Average Grant Date Fair Value		Aggregate Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Aggregate Grant Date Fair Value
	(in thousands)				(in millions)		(in thousands	)				(in millions	)
Outstanding and unvested at September 28, 2007	111		$	43.92
Outstanding and unvested at October 3, 2008							105		$	54.51
Granted(1)	42		$	69.44	$	2.9	122		$	24.18	$	3.0
Vested⁽¹⁾⁽²⁾	(50	)	$	37.48			(67	)	$	50.83
Forfeited							(3	)	$	53.56

Outstanding and unvested at June 27, 2008	103		$	57.45
Outstanding and unvested at July 3, 2009							157		$	32.63

As of ~~June 27, 2008,~~July 3, 2009, there was a total of ~~$2.7~~$3.3 million in unrecognized share-based compensation expense related to restricted stock granted under the OSP. This expense will be recognized over athe remaining weighted-average amortization period of ~~1.3~~2.0 years.

Non-Employee Director Stock Units. Under the terms of the OSP, on the first business day following each annual meeting of the Company’s stockholders, each person then serving as a non-employee director is automatically granted stock units having an initial value of ~~$45,000 (beginning in fiscal year 2008) and $25,000 (prior to fiscal year 2008).~~$45,000. The stock units will vest upon termination of the director’s service on the Board of Directors and will then be satisfied by issuance of shares of the Company’s common stock. Each non-employee director who holds stock units will not have rights as a stockholder with respect to the shares issuable thereunder

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

the director’s service on the Board of Directors and will then be satisfied by the issuance of shares of the Company’s common stock. Each non-employee director who holds stock units does not have rights as a stockholder with respect to the shares issuable thereunder until such shares are paid out. The stock units are not transferable, except to the non-employee director’s designated beneficiary or estate in the event of his or her death. During both the first nine months ended July 3, 2009 and the first nine months ended June 27, 2008, ~~and June 29, 2007,~~ the Company granted stock units with an aggregate value of $225,000 ~~and $125,000, respectively,~~ to non-employee members of its Board of Directors (of which there were five) and recognized the total value of $225,000 as share-based compensation expense at the time of ~~grant.~~grant in each of those respective periods.

Employee Stock Purchase Plan.During the fiscal quarter and nine months ended July 3, 2009, employees purchased approximately 34,000 shares for $0.7 million and 103,000 shares for $2.8 million, respectively, under the Company’s Employee Stock Purchase Plan (“ESPP”). During the fiscal quarter and nine months ended June 27, 2008, employees purchased approximately 20,000 shares for $1.0 million and 61,000 shares for $3.1 million, respectively, under the Company’s Employee Stock Purchase Plan (“ESPP”). During the fiscal quarter and nine months ended June 29, 2007, employees purchased approximately 25,000 shares for $0.9 million and 79,000 shares for $2.9 million, respectively.ESPP. As of ~~June 27, 2008,~~July 3, 2009, a total of approximately ~~207,000~~85,000 shares remained available for issuance under the ESPP.

Stock Repurchase Programs. In February 2008, the Company’s Board of Directors approved a ~~new~~ stock repurchase program under which the Company is authorized to utilize up to $100 million to repurchase shares of its common stock. This repurchase program is effective through December 31, 2009. During the fiscal quarter ended July 3, 2009, the Company did not repurchase any shares of its common stock under this authorization. During the nine months ended ~~June 27, 2008,~~July 3, 2009, the Company repurchased and retired ~~567,000~~344,100 shares of its common stock under this authorization at an aggregate cost of ~~$30.5~~$7.1 million. As of ~~June 27, 2008,~~July 3, 2009, the Company had remaining authorization to repurchase ~~$69.5~~$37.5 million of its common stock under this program.

~~In January 2007,~~ However, under the ~~Company’s Board~~terms of ~~Directors approved a stock repurchase program under which~~the Merger Agreement with Agilent, the Company ~~was authorized to utilize up to $100 million to repurchase~~is generally prohibited from repurchasing any shares of its common ~~stock. This repurchase program is effective through December 31, 2008. During~~stock without the ~~nine months ended June 27, 2008, the Company repurchased and retired 876,000 shares under this authorization at an aggregate cost~~prior consent of ~~$50.4 million, which completed this repurchase program.~~Agilent.

Other Stock Repurchases.During the fiscal quarter and nine months ended ~~June 27, 2008~~July 3, 2009, the Company repurchased and retired ~~14,000~~4,000 and 15,000 shares, respectively, tendered to it by employees in settlement of employee tax withholding obligations due from those employees upon the vesting of restricted stock.

The Company has equity investments in privately held companies which, because of its ownership interest and other factors, are carried at cost. The Company monitors these investments for impairment.

During the second quarter of fiscal year 2008, the Company became aware of information which raised substantial doubt about the ability of a small, privately held company in which the Company ~~holds~~held a cost-method equity investment to continue as a going concern. Based on this information, the Company determined that the fair value of its investment had declined and that the decline was other-than-temporary. As a result, the Company wrote off the entire $3.0 million carrying value of its investment via an impairment charge in ~~the~~that period.

~~Effective September 29, 2007,~~The Company’s U.S. federal, state and local and foreign income tax returns are subject to audit by relevant tax authorities. Although the timing and outcome of income tax audits is highly uncertain, the Company ~~adopted FIN 48,~~~~Accounting~~has recorded liabilities for ~~Uncertainty in Income Taxes – An Interpretation of FASB Statement No 109~~~~, which addresses accounting for, and disclosure of, uncertain~~associated unrecognized tax ~~positions. FIN 48 prescribes a recognition threshold and measurement attribute~~benefits. The effective tax rate for the ~~financial statement recognition~~fiscal quarter ended July 3, 2009 and ~~measurement~~for the fiscal quarter ended June 27, 2008, reflects a net tax benefit of ~~a tax position taken or expected~~$1.2 million and $1.1 million, respectively, due to ~~be taken in a tax return. As a result~~the reduction of ~~the adoption of FIN 48, the Company reduced its liability for~~ unrecognized tax benefits ~~and increased deferred tax~~resulting from the lapse of certain

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

~~assets by $2.4 million and $0.6 million, respectively. These adjustments were aggregated and accounted for as a cumulative effect~~statures of a change in accounting principle, which resulted in an increase to retained earnings of $3.0 million. The total amount of unrecognized tax benefits excluding interest thereon as of the date of adoption was $6.9 million, substantially all of which would impact the effective tax rate if realized. The Company’s policy to include interest and penalties related to income taxes within income tax expense did not change as a result of implementing FIN 48. As of the date of adoption of FIN 48, the Company had accrued $0.7 million in income taxes payable for the payment of interest and penalties related to unrecognized tax benefits.

The Company’s U.S. federal, state and local income tax returns and non-U.S. income tax returns are subject to audit by relevant tax authorities. The Company’s income tax reporting periods beginning after fiscal year 2004 for the U.S. and after fiscal year 2001 for the Company’s major non-U.S. jurisdictions remain generally open to audit by relevant tax authorities.

During the fiscal quarter ended June 27, 2008, total unrecognized tax benefits were decreased by $0.6 million due to the lapse of certain statutes of limitations in the period which resulted in a $1.0 million reduction, which was partially offset by additions for current-year unrecognized tax benefits. During the nine months ended June 27, 2008, total unrecognized tax benefits were decreased by $1.5 million due to the lapse of certain statutes of limitations in the period which resulted in a $2.3 million reduction, partially offset by additions for current-year unrecognized tax benefits. These net decreases resulted in corresponding tax benefits in the fiscal quarter and nine months ended June 27, 2008, respectively.

At June 27, 2008, the total amount of unrecognized tax benefits was $5.4 million, substantially all of which would impact the effective tax rate if realized. Income taxes payable at June 27, 2008 included accrued interest and penalties of $0.5 million. Although the timing and outcome of income tax audits is highly uncertain, itlimitations. It is possible that certain unrecognized tax benefits could decrease by $0.8 million in the next twelve months due to the lapse of certain statutes of limitation and result in a reduction in ~~the annual effective~~income tax ~~rate of up to 1%.~~expense. Any such reduction could be impacted by other changes in ~~other~~ unrecognized tax benefits.

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

For the fiscal quarter and nine months ended July 3, 2009, options to purchase 1,760,000 and 1,795,000 shares, respectively, were excluded from the calculation of diluted earnings per share as their effect was anti-dilutive. For the fiscal quarter and nine months ended June 27, 2008, options to purchase 282,000 and 256,000 shares, respectively, were excluded from the calculation of diluted earnings per share as their effect was anti-dilutive. For the fiscal quarter and nine months ended June 29, 2007, options to purchase 5,000 and 31,000 shares, respectively, were excluded from the calculation of diluted earnings per share as their effect was anti-dilutive.

~~NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

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


	Fiscal Quarter Ended		Nine Months Ended		Fiscal Quarter Ended		Nine Months Ended
	June 27, 2008	June 29, 2007	June 27, 2008	June 29, 2007	July 3, 2009	June 27, 2008	July 3, 2009	June 27, 2008
(in thousands)
Weighted-average basic shares outstanding	29,340	30,469	29,833	30,497	28,651	29,340	28,786	29,833
Net effect of dilutive potential common stock	388	514	476	531	140	388	138	476

Weighted-average diluted shares outstanding	29,728	30,983	30,309	31,028	28,791	29,728	28,924	30,309

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

General corporate costs include shared costs of legal, tax, accounting, treasury, insurance and certain other management costs. A portion of the indirect and common costs has been allocated to the segments through the use of estimates. Also, transactions between segments are accounted for at cost and are not included in sales.

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

Accordingly, the following information is provided for purposes of achieving an understanding of operations, but might not be indicative of the financial results of the reported segments were they independent organizations. In addition, comparisons of the Company’s operations to similar operations of other companies might not be meaningful.

~~NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

In September 2006, the FASB issued SFAS 157, Fair Value Measurements,~~. SFAS 157~~ which defines fair value, establishes a framework for measuring fair value ~~in generally accepted accounting principles~~ and expands disclosures about fair value measurements. SFAS 157 applies to previous accounting pronouncements that require or permit fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007, with certain exceptions which are described below. In February 2008, the FASB issued FASB Staff Position (“FSP”) ~~157-1,~~ Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13 ~~(“FSP 157-1”), which amends SFAS 157 to exclude certain leasing transaction from its scope. Also in February 2008, the FASB issued FSP~~ 157-2,Effective Date of FASB Statement No. 157,which delays the effective date of SFAS 157 for all nonfinancial assets and nonfinancial liabilities to fiscal years beginning after November 15, 2008, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The Company adopted SFAS 157 effective October 4, 2008 with the exception of the application of the statement to nonrecurring nonfinancial assets and nonfinancial liabilities (see Note 4). The Company does not expect the adoption of ~~SFAS 157~~the provisions deferred by FSP 157-2 in the first quarter of fiscal year 2010 to have a material impact on its financial condition or results of operations.

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

In December 2007, the FASB issued SFAS 141 (revised 2007),Business Combinations, (“SFAS 141(R)”). SFAS 141(R) retains the fundamental requirements of the original pronouncement requiring that the purchase method be used for all business combinations but also provides revised guidance for recognizing and measuring identifiable assets and goodwill acquired, liabilities assumed, and any noncontrolling interest in the acquiree. It also requires the recognition of assets acquired and liabilities assumed arising from contingencies, the capitalization of in-process research and development at fair value, and the expensing of acquisition-related costs as incurred.SFAS 141(R) ~~is effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the requirements of SFAS 141(R)~~also requires that certain tax contingencies and ~~does not expect its adoption in the first quarter of~~adjustments to valuation allowances

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

related to business combinations, which previously were adjusted to goodwill, must be adjusted to income tax expense, regardless of the date of the original business combination. SFAS 141(R) is effective for fiscal years beginning after December 15, 2008. The Company does not expect its adoption in the first quarter of fiscal year 2010 to have a material impact on the Company’s financial condition or results of operations. However, in the event that the Company completes acquisitions subsequent to its adoption of SFAS 141(R), the application of its provisions will likely have a material impact on the Company’s results of operations, although the Company is not currently able to estimate the impact.

In April 2009, the FASB issued FSP FAS 141(R)-1,Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies, which amends the accounting prescribed in SFAS 141(R) for assets and liabilities arising from contingencies in business combinations. FSP FAS 141(R)-1 requires pre-acquisition contingencies to be recognized at fair value if fair value can be reasonably determined during the measurement period. If fair value cannot be reasonably determined, the FSP requires measurement based on the recognition and measurement criteria of SFAS 5,Accounting for Contingencies.FSP 141(R)-1 is effective for fiscal years beginning after December 15, 2008. The Company does not expect its adoption in the first quarter of fiscal year 2010 to have a material impact on the Company’s financial condition or results of operations. However, in the event that the Company completes acquisitions subsequent to its adoption of FSP 141(R)-1, the application of its provisions will likely have a material impact on the Company’s results of operations, although the Company is not currently able to estimate the impact.

In December 2007, the FASB issued SFAS 160,Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51. SFAS 160 requires that ownership interests in subsidiaries held by parties other than the parent and the amount of consolidated net income be clearly identified, labeled and presented in the consolidated financial statements. It also requires once a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value. Sufficient disclosures are required to 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, and requires retroactive adoption of the presentation and disclosure requirements for existing minority interests. All other requirements are applied prospectively. The Company does not expect the adoption of SFAS 160 to have a material impact on its financial condition or results of operations.

In ~~March 2008, the FASB issued SFAS 161,~~~~Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133,~~which requires additional disclosures about the objectives and strategies of the derivative instruments and hedging activities, the method of accounting for such instruments under SFAS 133 and its related interpretations, and a tabular disclosure of the effects of such instruments and related hedged items on the Company’s financial condition and results of operations. SFAS 161 is effective for fiscal years beginning after November 15, 2008. The Company does not expect the adoption of SFAS 161 to have a material impact on its financial condition or results of operations.

In April 2008, the FASB issued FSP 142-3,Determination of the Useful Life of Intangible Assets, which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset. The intent of FSP 142-3 is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142,Goodwill and Other Intangible Assets, and the period of expected cash flows used to measure the fair value of the asset under SFAS 141(R),Business Combinations, and other accounting literature. FSP 142-3 is effective for fiscal years beginning after December 15, 2008, and must be applied prospectively to intangible assets acquired after the effective date. Early adoption is prohibited. Given that FSP 142-3 applies to intangible assets acquired after the effective date, the Company isdoes not ~~yet able to determine whether~~expect its adoption ~~will~~to have a material impact on its financial condition or results of operations.

In June 2008, the FASB issued FSP EITF 03-6-1,Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities. FSP EITF 03-6-1 states that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are participating securities and shall be included in the computation of earnings per share under the two-class method described in SFAS 128,Earnings per Share. FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those years, on a retrospective basis. The Company does not expect the adoption of FSP EITF 03-6-1 to have a material impact on its earnings per share.

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

In December 2008, the FASB issued FSP 132(R)-1,Employers’ Disclosures about Postretirement Benefit Plan Assets. FSP 132(R)-1 amends SFAS 132 (revised 2003),Employers’ Disclosures about Pensions and Other Postretirement Benefits, to provide guidance on an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan. This FSP is effective for fiscal years ending after December 15, 2009. The Company does not expect the adoption of FSP 132(R)-1 to have a material impact on its financial condition or results of operations.

In June 2009, the FASB issued SFAS 168,The FASB Accounting Standard Codification and the Hierarchy of the Generally Accepted Accounting Principles—a replacement of SFAS No. 162.SFAS 168 establishes the FASB Accounting Standards Codification as the single source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. SFAS 168 is effective for financial statements issued for interim and annual periods ending on or after September 15, 2009. The Company will update its disclosures to conform to the Codification in its Annual Report on Form 10-K for the fiscal year ending October 2, 2009. The Company does not expect the adoption of SFAS 168 to have a material impact on its financial condition or results of operations. However, because the Codification completely replaces existing standards, it will affect the way U.S. GAAP is referenced in the Notes to the Consolidated Financial Statements.

In accordance with SFAS 165, the Company has evaluated subsequent events through August 11, 2009, which represents the date the financial statements were issued and concluded that except for the following, no material subsequent events have occurred that would require recognition in the Unaudited Condensed Consolidated Financial Statements or disclosure in the Notes to the Unaudited Condensed Consolidated Financial Statements.

Varian and Agilent have made certain representations, warranties and covenants in the Merger Agreement, including, among others, covenants that, subject to certain exceptions, (i) Varian will conduct its business in the ordinary course consistent with past practice, and refrain from taking specified actions, during the period between the execution of the Merger Agreement and the Effective Time, (ii) the Board of Directors of Varian will recommend to its stockholders adoption of the Merger Agreement, and (iii) Varian will not solicit, initiate, seek or knowingly encourage or facilitate, any inquiry, proposal or offer from, furnish non-public information to, or participate in any discussions with, or enter into any agreement with, any person or group regarding any alternative transaction.

The completion of the Merger is subject to various closing conditions, including obtaining the approval of Varian’s stockholders and receiving antitrust approvals (including under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended).

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

The Merger Agreement contains certain termination rights for both Varian and Agilent and further provides that, upon termination of the Merger Agreement under specified circumstances, Varian may be required to pay Agilent a termination fee of $46 million.

The Boards of Directors of Varian and Agilent have approved the Merger and the Merger Agreement. In addition, concurrently with the execution of the Merger Agreement, all directors and certain executive officers of Varian, who together held less than 1% of Varian’s outstanding common stock as of July 26, 2009, have entered into voting agreements whereby they agree among other things to vote all shares of Varian common stock held by them in favor of the adoption of the Merger Agreement.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Throughout this Report, and particularly in thisItem 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations, there are forward-looking statements that are based upon our current expectations, estimates and projections and that reflect our beliefs and assumptions based upon information available to us at the date of this Report. In some cases, you can identify these statements by words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” and other similar terms. These forward-looking statements include (but are not limited to) those relating to the timing and amount of anticipated restructuring and other related costs and related cost savings as well as anticipated orders, revenues, earnings and capital expenditures in fiscal year ~~2008.~~2009.

We caution investors that forward-looking statements are only our current expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and assumptions that are difficult to predict. Our actual results, performance or achievements could differ materially from those expressed or implied by the forward-looking statements. Some of the important factors that could cause our results to differ are discussed inItem 1A—Risk Factors in our Annual Report on Form 10-K for the fiscal year ended ~~September 28, 2007.~~October 3, 2008 and inItem 1A—Risk Factors in this Quarterly Report on Form 10-Q. We encourage you to read ~~that section~~these sections carefully.

Other risks and uncertainties that could cause actual results to differ materially from those in our forward-looking statements include, but are not limited to, the following: when and how quickly global economic conditions improve, and whether conditions worsen before they improve, whether we will succeed in new product development, release, commercialization, performance and acceptance; whether we can achieve ~~continued~~ growth in sales for ~~industrial~~life science, environmental, energy and/or ~~life science~~applied research and other applications; whether we can achieve ~~continued~~ sales growth in Europe, ~~and Asia Pacific~~North America and/or ~~stronger growth in sales in the U.S.;~~Latin America; risks arising from the timing of shipments, installations and the recognition of revenues on certain ~~magnet-based~~research products, including nuclear magnetic resonance (“NMR”) spectroscopy systems, magnetic resonance (“MR”) imaging systems and fourier transform mass spectrometry (“FTMS”) systems and superconducting magnets; the impact of shifting product mix on profit margins; competitive products and pricing; economic conditions in our various 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~~and/or earnings; whether we will see continued investment in capital equipment, in particular given the global liquidity and credit ~~concerns;~~crisis; whether we will see reduced demand from customers that operate in cyclical industries; whether the global liquidity and credit crisis will impact the collectability of ~~any delay or reduction in~~accounts receivable from our customers; the extent and timing of government funding for research; our ability to successfully ~~evaluate, negotiate and~~ integrate acquisitions; the actual costs, timing and benefits of restructuring activities (such as the employee reductions and other actions announced on January 16, 2009 and our Northern California ~~facilities~~operations consolidation) and other efficiency improvement activities (such as our global procurement, lower-cost manufacturing and outsourcing initiatives); variability in our effective income tax rate (due to factors including the timing and amount of discrete tax events and changes to unrecognized tax benefits); the timing and amount of share-based compensation; the ability of our company and Agilent Technologies, Inc. (“Agilent”) to complete the announced acquisition of our company by Agilent (the “Merger”); the affect on our business operations and financial results of the announcement, the pendency, and activities relating to the completion of the Merger; the affect of certain restrictions on our ability to conduct our business under the Merger Agreement with Agilent; and other risks detailed from time to time in our filings with the U.S. Securities and Exchange Commission (the “SEC”). We undertake no special obligation to update any forward-looking statements, whether in response to new information, future events or otherwise.

During the fiscal quarter ended July 3, 2009, we identified a clerical error related to the calculation of the fiscal year 2008 income tax provision. The impact of this error was an understatement of income tax expense and an overstatement of consolidated net earnings of $1.3 million during the fiscal quarter and fiscal year ended October 3, 2008. The error also resulted in an overstatement of current deferred tax assets and retained earnings

of $1.3 million at October 3, 2008, January 2, 2009 and April 3, 2009. We assessed the materiality of this error in accordance with the SEC’s Staff Accounting Bulletin 99 and concluded that the previously issued financial statements are not materially misstated. In accordance with the SEC’s Staff Accounting Bulletin 108, we have corrected the immaterial error by revising the prior period financial statements. Accordingly, the October 3, 2008 balance sheet presented herein has been revised to correct for the immaterial error and this revision will be presented prospectively in future filings. The revision did not impact net cash provided by operating activities or net cash used in investing activities or financing activities for the fiscal year ended October 3, 2008 or for the nine months ended July 3, 2009.

Third Quarter of Fiscal Year ~~2008~~2009 Compared to Third Quarter of Fiscal Year ~~2007~~2008

For financial reporting purposes, our operations are grouped into two reportable business segments: Scientific Instruments and Vacuum Technologies. The following table presents comparisons of our sales and operating earnings for each of those segments and in total for the third quarters of fiscal years ~~2008~~2009 and ~~2007:~~2008:


	Fiscal Quarter Ended															Fiscal Quarter Ended										Increase (Decrease)
	June 27, 2008					June 29, 2007					Increase (Decrease)					July 3, 2009					June 27, 2008					Increase (Decrease)
	$			% of Sales		$			% of Sales		$			%		$			% of Sales		$			% of Sales		$			%
(dollars in millions)
Sales by Segment:
Scientific Instruments	$	200.7		82.1	%	$	187.0		82.3	%	$	13.7		7.3	%	$	167.9		85.4	%	$	200.7		82.1	%	$	(32.8	)	(16.4	)%
Vacuum Technologies		43.7		17.9			40.1		17.7			3.6		9.0			28.7		14.6			43.7		17.9			(15.0	)	(34.3	)

Total company	$	244.4		100.0	%	$	227.1		100.0	%	$	17.3		7.6	%	$	196.6		100.0	%	$	244.4		100.0	%	$	(47.8	)	(19.6	)%


Operating Earnings by Segment:
Scientific Instruments	$	12.2		6.1	%	$	17.4		9.3	%	$	(5.2	)	(29.9	)%	$	16.0		9.5	%	$	12.2		6.1	%	$	3.8		31.2	%
Vacuum Technologies		7.8		17.7			7.8		19.5			—		—			5.6		19.3			7.8		17.7			(2.2	)	(28.4	)

Total segments		20.0		8.2			25.2		11.1			(5.2	)	(20.9	)		21.6		11.0			20.0		8.2			1.6		8.0
General corporate		(2.6	)	(1.1	)		(4.5	)	(2.0	)		1.9		43.6			(3.1	)	(1.6	)		(2.6	)	(1.1	)		(0.5	)	(19.2	)

Total company	$	17.4		7.1	%	$	20.7		9.1	%	$	(3.3	)	(15.9	)%	$	18.5		9.4	%	$	17.4		7.1	%	$	1.1		6.4	%

Scientific Instruments. The ~~increase~~decrease in Scientific Instruments sales was primarily attributable to ~~higher~~lower sales volume of our analytical instruments products and ~~consumable products, partially offset by~~the negative impact of the stronger U.S. dollar on reported revenues. The lower ~~sales of magnet-based products (primarily~~volume was primarily due to ~~delayed deliveries and installations~~the impact of ~~a few large systems). The weaker U.S. dollar and recent acquisitions also had a positive impact~~continued global economic weakness on ~~Scientific Instruments sales growth. Sales increased for both industrial (which includes environmental, food and energy) and life science applications.~~capital equipment spending.

Scientific Instruments ~~revenues~~operating earnings for the third quarter of fiscal year ~~2007 do not include sales from acquisitions completed since the third quarter~~2009 included acquisition-related intangible amortization of ~~fiscal year 2007, primarily Oxford Diffraction Limited (“Oxford Diffraction”), which was acquired in April 2008,~~$1.7 million and ~~the business~~restructuring and other related costs of ~~Analogix, Inc. (the “Analogix Business”), which was acquired in November 2007.~~$0.7 million. In ~~the aggregate, these acquisitions contributed approximately 1% to Scientific Instruments sales growth in the third quarter of fiscal year 2008 compared to the third quarter of fiscal year 2007.~~

comparison, Scientific Instruments operating earnings for the third quarter of fiscal year 2008 included an acquisition-related in-process research and development charge of $1.5 million, acquisition-related intangible amortization of $2.4 million, amortization of $0.6 million related to inventory written up to fair value in connection with the acquisition of Oxford Diffraction Limited (“Oxford Diffraction”) and restructuring and other related costs of $1.7 million and share-based compensation expense of $0.9 million. In comparison, Scientific Instruments operating earnings for the third quarter of fiscal year 2007 included acquisition-related intangible amortization of $1.8 million, restructuring and other related costs of $2.9 million and share-based compensation expense of $0.7 million. Excluding the impact of these items, ~~the decrease in~~ operating earnings increased as a percentage of sales due to the positive impact of efficiency improvements implemented in recent years, the benefits of cost reduction activities implemented during the second quarter of fiscal year 2009 and the stronger U.S. dollar (which was ~~attributable~~unfavorable to reported sales but favorable to reported operating margins). The positive impact of these factors was partially offset by the negative impact of lower sales volume during the third quarter of fiscal year 2009. Also, the third quarter of fiscal year 2008 included higher than usual transition costs related to the relocation of manufacturing activities for certain products ~~the continued weakening of the U.S. dollar (which was favorable to reported sales but unfavorable to reported operating margins)~~ and, to a lesser extent, ~~the~~ transition ~~effect of~~costs relating to acquisitions completed in ~~the~~that quarter.

~~We expect our initiatives to relocate manufacturing activities for certain products to have some residual negative impact on revenue and profitability in the fourth quarter of fiscal 2008.~~

Vacuum Technologies. The ~~increase~~decrease in Vacuum Technologies sales was driven mainly by ~~higher~~lower sales volume ~~across a broad range~~ of ~~the segment’s~~ products ~~and services. The weaker U.S. dollar also had a positive impact on Vacuum Technologies sales growth. Sales increased~~ for both industrial and life science ~~applications.~~applications, primarily due to the negative impacts of continued global economic weakness on capital equipment spending and the stronger U.S. dollar on reported revenues.

Vacuum Technologies operating earnings for the third quarters of fiscal years 2008 and 2007 include the impact of share-based compensation expense of $0.2 million and $0.1 million, respectively. Excluding the impact of these items, the decrease

The increase in Vacuum Technologies operating earnings as a percentage of sales iswas primarily due to the ~~result~~positive impact of efficiency improvements implemented in recent years, the ~~continued weakening~~benefits from cost reduction activities implemented in the second quarter of fiscal year 2009 and the stronger U.S. dollar ~~which~~(which was ~~only~~unfavorable to reported sales but favorable to reported operating margins), partially offset by the ~~positive~~negative impact of lower sales ~~volume leverage in the third quarter of fiscal year 2008.~~volume.

The following table presents comparisons of our sales and other selected consolidated financial results for the third quarters of fiscal years ~~2008~~2009 and ~~2007:~~2008:


	Fiscal Quarter Ended															Fiscal Quarter Ended										Increase (Decrease)
	June 27, 2008					June 29, 2007					Increase (Decrease)					July 3, 2009					June 27, 2008					Increase (Decrease)
	$			% of Sales		$			% of Sales		$			%		$			% of Sales		$			% of Sales		$			%
(dollars in millions, except per share data)
Sales	$	244.4		100.0	%	$	227.1		100.0	%	$	17.3		7.6	%	$	196.6		100.0	%	$	244.4		100.0	%	$	(47.8	)	(19.6	)%

Gross profit		106.2		43.4			101.9		44.9			4.3		4.2			86.6		44.1			106.2		43.4			(19.6	)	(18.4	)


Operating expenses:
Selling, general and administrative		68.8		28.1			64.3		28.4	%		4.5		6.9			54.4		27.7			68.8		28.1			(14.4	)	(20.9	)
Research and development		18.5		7.6			16.9		7.4			1.6		9.7			13.7		7.0			18.5		7.6			(4.8	)	(25.9	)
Purchased in-process research and development		1.5		0.6			—		—			1.5		100.0			—		—			1.5		0.6			(1.5	)	(100.0	)

Total operating expenses		88.8		36.3			81.2		35.8			7.6		9.3			68.1		34.7			88.8		36.3			(20.7	)	(23.2	)


Operating earnings		17.4		7.1			20.7		9.1			(3.3	)	(15.9	)		18.5		9.4			17.4		7.1			1.1		6.4
Interest income		1.2		0.5			1.6		0.7			(0.4	)	(26.0	)		0.3		0.2			1.2		0.5			(0.9	)	(100.0	)
Interest expense		(0.4	)	(0.2	)		(0.4	)	(0.2	)		—		14.0			(0.4	)	(0.2	)		(0.4	)	(0.2	)		—		—
Income tax expense		(6.8	)	(2.8	)		(7.3	)	(3.2	)		0.5		6.4			(4.9	)	(2.5	)		(6.8	)	(2.8	)		1.9		(27.4	)

Net earnings	$	11.4		4.6	%	$	14.6		6.4	%	$	(3.2	)	(21.9	)%	$	13.5		6.9	%	$	11.4		4.6	%	$	2.1		18.4	%

Net earnings per diluted share	$	0.38				$	0.47				$	(0.09	)			$	0.47				$	0.38				$	0.09

Sales. As discussed under the headingSegment Results above, sales by our Scientific Instruments and Vacuum Technologies segments in the third quarter of fiscal year ~~2008 increased~~2009 decreased by ~~7.3%~~16.4% and ~~9.0%~~34.3%, respectively, compared to the prior-year quarter. ~~The growth in~~On a consolidated basis, sales was broad-based, with increases in sales of products for both industrial (which includes environmental, food and energy) and life science applications. Recent acquisitions and the weaker U.S. dollar also had a positive effect on the reported sales increases, while delayed deliveries and installations of a few large magnet-based products had a negative effect. Sales from acquisitions completed since the third quarter of fiscal year 2007 contributed approximately 1% to consolidated sales growthdeclined 19.6% in the third quarter of fiscal year ~~2008~~2009. This decrease was primarily related to lower sales volume of a broad range of our analytical instruments and vacuum products due to the impact of continued global economic weakness on capital equipment spending. Reported sales were also negatively impacted by the stronger U.S. dollar, which strengthened approximately 9% on a weighted-average basis compared to ~~the third quarter of fiscal year 2007.~~other currencies in which we sell products and services.

For geographic reporting purposes, we use four regions—North America (excluding Mexico), Europe (including the Middle East and Africa), Asia Pacific (including India) and Latin America (including Mexico). Sales by geographic region in the third quarters of fiscal years ~~2008~~2009 and ~~2007~~2008 were as ~~follow:~~follows:


	Fiscal Quarter Ended												Fiscal Quarter Ended								Increase (Decrease)
	June 27, 2008				June 29, 2007				Increase (Decrease)				July 3, 2009				June 27, 2008				Increase (Decrease)
	$		% of Sales		$		% of Sales		$		%		$		% of Sales		$		% of Sales		$			%
(dollars in millions)
Geographic Region
North America	$	79.2	32.4	%	$	79.0	34.8	%	$	0.2	0.2	%	$	59.3	30.2	%	$	79.2	32.4	%	$	(19.9	)	(25.1	)%
Europe		98.1	40.1			90.4	39.8			7.7	8.5			75.1	38.2			98.1	40.1			(23.0	)	(23.4	)
Asia Pacific		51.5	21.1			47.4	20.9			4.1	8.8			53.4	27.1			51.5	21.1			1.9		3.5
Latin America		15.6	6.4			10.3	4.5			5.3	52.0			8.8	4.5			15.6	6.4			(6.8	)	(43.3	)

Total company	$	244.4	100.0	%	$	227.1	100.0	%	$	17.3	7.6	%	$	196.6	100.0	%	$	244.4	100.0	%	$	(47.8	)	(19.6	)%

Sales volume decreased in North America, ~~were essentially flat, with higher Vacuum Technologies sales offset by slightly lower Scientific Instruments sales. The sales increases in~~ Europe and ~~Asia Pacific were attributable~~Latin America primarily due to ~~higher sales by both~~ the ~~Scientific Instruments and Vacuum Technologies segments.~~impact of continued global economic weakness on capital equipment spending. The sales increase in ~~Latin America~~the Asia Pacific region (where strong sales growth in China was partially offset by sales declines in other parts of the region) was attributable to higher Scientific ~~Instruments sales.~~

~~The~~Instrument sales ~~increase~~which was partially offset by decreased sales in ~~Europe was less pronounced~~Vacuum Technologies. In addition, reported sales outside North America were unfavorably impacted by the strengthening of the U.S. dollar against most major currencies compared to the ~~prior-year~~third quarter ~~due to the timing~~ of sales of certain low-volume, high-selling price magnet-based products. We do not consider this to be indicative of any particular trend for magnet-based products as a whole, but rather to be reflective of the variability in results that these low-volume, high-selling price magnet-based products can create.fiscal year 2008.

Gross Profit. Gross profit for the third quarter of fiscal year 2009 reflects the impact of $1.5 million in amortization expense relating to acquisition-related intangible assets and $0.5 million in restructuring and other related costs. In comparison, gross profit for the third quarter of fiscal year 2008 reflects the impact of $2.0 million in amortization expense relating to acquisition-related intangible assets, amortization of $0.6 million ~~in amortization expense~~ related to inventory written up to fair value primarily in connection with the acquisition of Oxford Diffraction and $0.5 million in restructuring and other related costs and share-based compensation expense of $0.1 million. In comparison, gross profit for the third quarter of fiscal year 2007 reflects the impact of $1.3 million in amortization expense relating to acquisition-related intangible assets, $0.7 million in restructuring and other related costs and share-based compensation expense of $0.1 million.costs. Excluding the impact of these items, the ~~decrease~~increase in gross profit as a percentage of sales was primarily ~~the result of higher transition costs related~~due to the ~~relocation of manufacturing activities for certain products, the weaker~~stronger U.S. dollar (which was favorable to reported ~~sales~~gross profit margins but unfavorable to reported ~~gross profit margins)~~sales), the positive impact of efficiency improvements (such as those resulting from lower-cost manufacturing, outsourcing and ~~to a lesser extent, higher freight costs.~~global procurement initiatives as well as facility relocations/closures) implemented in recent years, and the benefits from cost reduction activities implemented in the second quarter of fiscal year 2009. The positive impact of these factors was partially offset by the negative impact of lower sales volume.

Selling, General and Administrative. Selling, general and administrative expenses for the third quarter of fiscal year 2009 included $0.2 million in amortization expense relating to acquisition-related intangible assets and $0.1 million in restructuring and other related costs. In comparison, selling, general and administrative expenses for the third quarter of fiscal year 2008 included $0.4 million in amortization expense relating to acquisition-related intangible assets and $0.9 million in restructuring and other related costs and $2.1 million in share-based compensation expense. In comparison, selling, general and administrative expenses for the third quarter of fiscal year 2007 included $0.5 million in amortization expense relating to acquisition-related intangible assets, $1.9 million in restructuring and other related costs and $1.9 million in share-based compensation expense.costs. Excluding the impact of these items, ~~the slight increase in~~ selling, general and administrative expenses were essentially flat as a percentage of sales, ~~was primarily due to~~with the ~~weaker~~favorable impact of the stronger U.S. dollar, ~~higher~~cost savings achieved from restructuring activities implemented in recent years and lower costs relating to new product introductions and ~~the transition effect of~~ acquisitions ~~completed during the quarter, partially~~ offset by the negative impact of lower ~~employee bonus accruals in the third quarter of fiscal year 2008.~~sales volume.

Research and Development. Research and development expenses for the third quarter of fiscal year 2008 reflect the impact of restructuring and other related costs of $0.3 ~~million and $0.1 million in share-based compensation expense. In comparison, research and development expenses for the third quarter of fiscal year~~

~~2007 reflect the impact of restructuring and other related costs of $0.3 million and share-based compensation expense of $0.1~~ million. Excluding the impact of ~~these items,~~this item, the ~~slight increase~~decrease in research and development expenses as a percentage of sales was primarily due to the favorable impact of the stronger U.S. dollar in the third quarter of fiscal year 2009 and higher costs ~~relating to~~associated with new product introductions and product transition ~~activities.~~activities in the third quarter of fiscal year 2008.

Purchased In-Process Research and Development.In connection with the Oxford Diffraction acquisition in the third quarter of fiscal year 2008, we recorded a one-time charge of $1.5 million to immediately expense acquired in-process research and development related to projects that were ~~in process but incomplete~~in-process at the time of the acquisition.

Restructuring Activities. ~~Between fiscal years 2003 and 2007, we~~We have committed to several restructuring plans in order to ~~adjust our organizational structure,~~ improve operational efficiencies, centralize functions, reallocate resources and ~~eliminate redundant or excess costs resulting from acquisitions or dispositions during those periods.From~~reduce operating costs.From the respective inception dates of these plans through ~~June 27, 2008,~~July 3, 2009, we have incurred a total of ~~$19.2~~$13.3 million in restructuring expense and a total of ~~$8.1~~$8.4 million in other costs related directly to those plans (comprised primarily of employee retention and relocation costs and accelerated depreciation of assets disposed upon the closure of facilities). ~~During~~

The following table sets forth changes in our aggregate liability relating to all restructuring plans during the third quarter of fiscal year ~~2008, there was no significant activity under these plans except for~~2009:

Fiscal Year 2009 Second Quarter Plan. During the second quarter of fiscal year ~~2007~~2009, we committed to a plan to reduce our cost structure, primarily through headcount reductions, due to continuing uncertainties in the global economic environment. The plan involves the elimination of approximately 240 regular employees (primarily in North America and Europe and to a lesser extent Asia Pacific and Latin America) and 80 temporary positions in both the Scientific Instruments and Vacuum Technologies segments. In addition, the plan includes the closure of one small research and development/manufacturing facility in North America (Lake Forest, California) and two sales offices in Europe (Sweden and Switzerland). We expect these activities to be completed during fiscal year 2009.

Restructuring and other related costs to be incurred in connection with this plan are currently estimated to be between $7.0 million and $8.0 million, of which between $6.5 million and $7.0 million is expected to impact the Scientific Instruments segment and between $0.5 million and $1.0 million is expected to impact the Vacuum Technologies segment. The restructuring costs include one-time termination benefits for employees whose positions are being eliminated of between $6.0 million and $7.0 million and lease termination costs of $0.1 million (including future lease payments on vacated facilities). Other restructuring-related costs include employee retention and relocation costs of between $0.3 million and $0.5 million and facility-related relocation costs and accelerated depreciation of fixed assets to be disposed upon the closure of facilities of between $0.1 million and $0.3 million. Costs relating to restructuring activities recorded under this plan have been included in cost of sales, selling, general and administrative expenses and research and development expenses.

The following table sets forth changes in our restructuring liability relating to the foregoing plan during the third quarter of fiscal year 2009 as ~~described below.~~well as total restructuring expense and other restructuring-related costs recorded since the inception of the plan:

These costs are expected to be settled during fiscal year 2009, although certain one-time termination benefits are expected to be settled in fiscal year 2010.

Fiscal Year 2009 First Quarter Plan. During the first quarter of fiscal year 2009, we committed to a separate plan to reduce our employee headcount in order to reduce operating costs and increase margins. The plan involves the termination of approximately 35 employees, mostly located in Europe. The restructuring costs related to this plan primarily consist of one-time termination benefits which are expected to be settled by the end of fiscal year 2010. This restructuring plan did not involve any non-cash components. Costs relating to restructuring activities recorded under this plan have been included in cost of sales, selling, general and administrative expenses and research and development expenses.

The following table sets forth changes in our restructuring liability relating to the foregoing plan during the third quarter of fiscal year 2009:

Fiscal Year 2007 Plan. During the third quarter of fiscal year 2007, we committed to a plan to combine and optimize the development and assembly of most of our ~~NMR~~nuclear magnetic resonance (“NMR”) and mass spectrometry products, to further centralize related administration and other functions and to reallocate certain resources toward more rapidly growing product lines and geographies. As part of the plan, we are creating an information rich detection (“IRD”) center in Walnut Creek, California, where NMR operations ~~currently located in Palo Alto, California~~ are being integrated

with mass spectrometry operations already located in Walnut Creek. Merging our IRD talent base into this single location will capitalize on our strength in NMR and mass spectrometry and enhance our ability to develop innovative IRD solutions that are more powerful, complementary, routine and user-friendly. Underscoring our commitment to IRD and the benefits that a combined location and organization will provide, we are investing in a new 45,000 square foot building and a substantial remodel of an existing building there to house the IRD center.

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

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

The following table sets forth changes in our restructuring liability relating to the foregoing plan during the third quarter of fiscal year ~~2008~~2009 as well as total restructuring expense and other restructuring-related costs recorded since the inception of the plan:


		Employee- Related			Facilities- Related			Total				Employee- Related			Facilities- Related		Total
(in thousands)
Balance at March 28, 2008		$	1,585		$	756		$	2,341
Charges to expense, net			294			—			294
Balance at April 3, 2009												$	1,235		$	—	$	1,235
Reversals of expense, net													(96	)		—		(96	)
Cash payments			(107	)		(64	)		(171	)			—			—		—
Foreign currency impacts and other adjustments			(4	)		(11	)		(15	)			7			—		7

Balance at June 27, 2008		$	1,768		$	681		$	2,449
Balance at July 3, 2009												$	1,146		$	—	$	1,146


Total expense since inception of plans
Total expense since inception of plan
(in millions)
Restructuring expense	Restructuring expense							$	3.9		Restructuring expense						$	3.8

Other restructuring-related costs	Other restructuring-related costs							$	4.7		Other restructuring-related costs						$	7.2

The net reversals of restructuring ~~charges~~expense of ~~$0.3~~$0.1 million recorded during the third quarter of fiscal year ~~2008 related~~2009 were primarily due to adjustments to estimates for employee termination benefits. We also incurred ~~$1.4~~$0.5 million in other restructuring-related costs during the quarter, which were comprised of ~~$0.7~~$0.3 million in employee retention costs and ~~$0.7~~$0.2 million in facilities-related costs ~~including~~(including decommissioning ~~costs~~costs) and a non-cash charge for accelerated depreciation of assets to be disposed upon the closure of facilities.

Restructuring Cost Savings. The following table sets forth the estimated annual cost savings for each plan when they were initiated as well as where those cost savings were expected to be realized:

These estimated cost savings are expected to impact cost of sales, selling, general and administrative expenses and research and development expenses. Some of these cost savings have been and will continue to be reinvested in other parts of our business, for example, as part of our continued emphasis on IRD and consumable products. In addition, unrelated cost increases in other areas of our operations have and could in the future offset some or all of these cost savings. Although it is difficult to quantify with any precision our actual cost savings to date from these activities, many of which are still ongoing, we currently believe that the ultimate savings realized will not differ materially from these estimates.

Interest Income.The decrease in interest income was primarily due to lower interest rates on invested cash during the third quarter of fiscal year 2009 compared to the third quarter of fiscal year 2008.

Income Tax Expense.The effective income tax rate was 26.9% for the third quarter of fiscal year 2009, compared to 37.5% for the third quarter of fiscal year ~~2008, compared to 33.4% for the third quarter of fiscal year 2007.~~2008. The ~~higher~~lower effective income tax rate in the third quarter of fiscal year ~~2008~~2009 was primarily due to ~~higher~~lower U.S. taxes on foreign earnings, lower non-deductible compensation expense and a non-deductible in-process research and development charge related to the acquisition of Oxford Diffraction in April ~~2008 and higher non-deductible compensation expense. These factors were partially offset by the benefit from~~2008. In addition, a larger ~~reduction~~decrease in unrecognized tax benefits due to the lapse of certain statutes of limitations positively impacted the effective income tax rate in the third quarter of fiscal year 2009 compared to the third quarter of fiscal year 2008.

Net Earnings. Net earnings for the third quarter of fiscal year 2009 reflect the after-tax impacts of $1.7 million in pre-tax acquisition-related intangible amortization and $0.6 million in pre-tax restructuring and other related costs. Net earnings for the third quarter of fiscal year 2008 reflect an acquisition-related in-process research and development charge of $1.5 million and the after-tax impacts of $2.4 million in acquisition-related intangible amortization, $0.6 million in amortization related to inventory written up to fair value in connection with the acquisition of Oxford Diffraction and $1.7 million in restructuring and other related costs and $2.3 million in share-based compensation expense. Net earnings for the third quarter of fiscal year 2007 reflect the after-tax impacts of $1.8 million in acquisition-related intangible amortization, $2.9 million in restructuring and other related costs and $2.1 million in share-based compensation expense.costs. Excluding the after-tax impact of these items, the decrease in net earnings in the third quarter of fiscal year ~~2008~~2009 was primarily attributable to ~~higher transition costs related to~~ the ~~relocation~~negative impact of ~~manufacturing activities for certain products~~lower sales volume, partially offset by reduced operating expenses as a percentage of sales and ~~higher costs relating to new product introductions.~~a lower effective income tax rate.

~~We expect our initiatives to relocate manufacturing activities for certain products to have some residual negative impact on revenue and profitability in the fourth quarter of fiscal 2008.~~

First Nine Months of Fiscal Year ~~2008~~2009 Compared to First Nine Months of Fiscal Year ~~2007~~2008

The following table presents comparisons of our sales and operating earnings for each of our Scientific Instruments and Vacuum Technologies segments and in total for the first nine months of fiscal years ~~2008~~2009 and ~~2007:~~2008:


	Nine Months Ended															Nine Months Ended										Increase (Decrease)
	June 27, 2008					June 29, 2007					Increase (Decrease)					July 3, 2009					June 27, 2008					Increase (Decrease)
	$			% of Sales		$			% of Sales		$			%		$			% of Sales		$			% of Sales		$			%
(dollars in millions)
Sales by Segment:
Scientific Instruments	$	602.1		82.5	%	$	554.2		82.1	%	$	47.9		8.7	%	$	510.6		83.7	%	$	602.1		82.5	%	$	(91.5	)	(15.2	)%
Vacuum Technologies		127.9		17.5			120.8		17.9			7.1		5.9			99.7		16.3			127.9		17.5			(28.2	)	(22.0	)

Total company	$	730.0		100.0	%	$	675.0		100.0	%	$	55.0		8.2	%	$	610.3		100.0	%	$	730.0		100.0	%	$	(119.7	)	(16.4	)%


Operating Earnings by Segment:
Scientific Instruments	$	54.5		9.1	%	$	58.0		10.5	%	$	(3.5	)	(6.1	)%	$	44.8		8.8	%	$	54.5		9.1	%	$	(9.7	)	(17.7	)%
Vacuum Technologies		24.3		19.0			23.9		19.7			0.4		1.7			19.2		19.3			24.3		19.0			(5.1	)	(20.7	)

Total segments		78.8		10.8			81.9		12.1			(3.1	)	(3.8	)		64.0		10.5			78.8		10.8			(14.8	)	(18.6	)
General corporate		(10.2	)	(1.4	)		(14.2	)	(2.1	)		4.0		28.5			(10.1	)	(1.7	)		(10.2	)	(1.4	)		0.1		0.4

Total company	$	68.6		9.4	%	$	67.7		10.0	%	$	0.9		1.3	%	$	53.9		8.8	%	$	68.6		9.4	%	$	(14.7	)	(21.5	)%

Scientific Instruments. The ~~increase~~decrease in Scientific Instruments sales was primarily attributable to ~~higher~~lower sales volume ~~across~~of a broad range of our ~~analytical instruments~~products and ~~consumable products, partially offset by lower sales~~the negative impact of ~~magnet-based products. The weaker~~the stronger U.S. dollar ~~and recent acquisitions also had a positive~~on reported revenues. The lower volume was primarily due to the impact of the continued global economic weakness on ~~Scientific Instruments~~capital equipment spending. Sales from businesses acquired in fiscal year 2008 positively impacted reported sales ~~growth. Sales increased for both industrial (which includes environmental, food and energy) and life science applications.~~by approximately 1%.

Scientific Instruments ~~revenues~~operating earnings for the first nine months of fiscal year ~~2007 do not include sales from acquisitions completed subsequent to that period, primarily Oxford Diffraction~~2009 included acquisition-related intangible amortization of $5.5 million and ~~the Analogix Business. Excluding sales from these acquisitions, Scientific Instruments sales in the first nine months~~restructuring and other related costs of ~~fiscal year 2008 increased by approximately 8% compared to the first nine months of fiscal year 2007.~~

$8.5 million. In comparison, Scientific Instruments operating earnings for the first nine months of fiscal year 2008 included an acquisition-related in-process research and development charge of $1.5 million, acquisition-related intangible amortization of $6.1 million, amortization of $1.2 million related to inventory written up ~~to fair value~~ in connection with ~~the~~certain acquisitions ~~of Oxford Diffraction, the Analogix Business~~ and ~~IonSpec Corporation (“IonSpec”),~~ restructuring and other related costs of $4.2 million and share-based compensation expense of $2.6 million. In comparison, Scientific Instruments operating earnings for the first nine months of fiscal year 2007 included acquisition-related intangible amortization of $6.0 million, amortization of $0.5 million related to inventory written up to fair value in connection with the acquisition of IonSpec, restructuring and other related costs of $3.1 million and share-based compensation expense of $2.6 million. Excluding the impact of these items, operating earnings ~~were lower~~increased as a percentage of sales due to the positive impact from efficiency improvements implemented in recent years, the benefits of cost reduction activities implemented in the second quarter of fiscal year 2009 and the stronger U.S. dollar (which was unfavorable to reported sales but favorable to reported operating margins). The positive impact of these factors was partially offset by the negative impact of lower sales volume during the first nine months of fiscal year 2009. Also, the first nine months of fiscal year 2008 included higher ~~transition~~than usual costs related to the relocation of manufacturing activities for certain products ~~the continued weakening of the U.S. dollar (which was favorable to reported sales but unfavorable to reported operating margins)~~ and ~~the timing of~~ new product introductions. ~~These factors more than offset the positive impact of sales volume leverage.~~

Vacuum Technologies. The ~~increase~~decrease in Vacuum Technologies sales was driven mainly by ~~higher~~lower sales volume of ~~a broad range~~products for both industrial and life science applications, primarily due to the negative impacts of ~~products~~continued global economic weakness on capital equipment spending and ~~services, particularly those for industrial applications. The weaker~~the stronger U.S. dollar ~~also had a positive impact~~ on ~~Vacuum Technologies sales growth.~~reported revenues.

Vacuum Technologies operating earnings for the first nine months of fiscal ~~years 2008 and 2007 include~~year 2009 included the impact of ~~share-based compensation expense~~restructuring and other related costs of ~~$0.6 million and $1.0 million, respectively.~~$0.8 million. Excluding the impact of these ~~items,~~costs, the ~~decrease~~increase in Vacuum Technologies operating earnings as a percentage of sales iswas primarily due to the ~~result~~positive impact of efficiency improvements implemented in recent years, cost reduction activities implemented during the ~~weaker~~second quarter of fiscal year 2009 and the stronger U.S. dollar, ~~which was only~~ partially offset by the ~~positive~~negative impact of lower sales ~~volume leverage in the first nine months of fiscal year 2008.~~volume.

The following table presents comparisons of our sales and other selected consolidated financial results for the first nine months of fiscal years ~~2008~~2009 and ~~2007:~~2008:


	Nine Months Ended															Nine Months Ended										Increase (Decrease)
	June 27, 2008					June 29, 2007					Increase (Decrease)					July 3, 2009					June 27, 2008					Increase (Decrease)
	$			% of Sales		$			% of Sales		$			%		$			% of Sales		$			% of Sales		$			%
(dollars in millions, except per share data)
Sales	$	730.0		100.0	%	$	675.0		100.0	%	$	55.0		8.2	%	$	610.3		100.0	%	$	730.0		100.0	%	$	(119.7	)	(16.4	)%

Gross profit		326.4		44.7			307.1		45.5			19.3		6.3			271.5		44.5			326.4		44.7			(54.9	)	(16.8	)


Operating expenses:
Selling, general and administrative		202.4		27.7			190.8		28.3	%		11.6		6.1			174.6		28.6			202.4		27.7			(27.8	)	(13.7	)
Research and development		53.9		7.4			48.6		7.2			5.3		10.9			43.0		7.1			53.9		7.4			(10.9	)	(20.2	)
Purchased in-process research and development		1.5		0.2			—		—			1.5		100.0			—		—			1.5		0.2			(1.5	)	(100.0	)

Total operating expenses		257.8		35.3			239.4		35.5			18.4		7.7			217.6		35.7			257.8		35.3			(40.2	)	(15.6	)


Operating earnings		68.6		9.4			67.7		10.0			0.9		1.3			53.9		8.8			68.6		9.4			(14.7	)	(21.5	)
Impairment of private company investments		(3.0	)	(0.4	)		—		—			(3.0	)	(100.0	)
Impairment of private company equity investment																	—		—			(3.0	)	(0.4	)		3.0		100.0
Interest income		4.9		0.7			4.2		0.6			0.7		14.8			1.3		0.2			4.9		0.7			(3.6	)	(73.9	)
Interest expense		(1.3	)	(0.2	)		(1.4	)	(0.2	)		0.1		11.8			(1.1	)	(0.2	)		(1.3	)	(0.2	)		0.2		14.3
Income tax expense		(24.5	)	(3.4	)		(24.3	)	(3.6	)		(0.2	)	(0.6	)		(17.4	)	(2.8	)		(24.5	)	(3.4	)		7.1		28.9

Net earnings	$	44.7		6.1	%	$	46.2		6.8	%	$	(1.5	)	(3.1	)%	$	36.7		6.0	%	$	44.7		6.1	%	$	(8.0	)	(18.0	)%

Net earnings per diluted share	$	1.48				$	1.49				$	(0.01	)			$	1.27				$	1.48				$	(0.21	)

Sales. As discussed under the headingSegment Results above, sales by ~~the~~our Scientific Instruments and Vacuum Technologies segments in the first nine months of fiscal year ~~2008 increased~~2009 decreased by ~~8.7%~~15.2% and ~~5.9%~~22.0%, respectively, compared to the first nine months of fiscal year ~~2007. The growth in~~2008. On a consolidated basis, sales was broad-based, with increases in sales of products for both industrial and life science applications. Recent acquisitions and the weaker U.S. dollar also had a positive effect on the reported sales increases. Excluding sales from acquisitions completed since the third quarter of fiscal year 2007, consolidated salesdeclined 16.4% in the first nine months of fiscal year ~~2008 increased~~2009. This decrease was primarily related to lower sales volume of a broad range of our products due to the impact of continued global economic weakness on capital equipment spending. Reported sales were also negatively impacted by ~~almost 8%~~the stronger U.S. dollar, which strengthened approximately 7% on a weighted-average basis compared to ~~the first nine months of~~other currencies in which we sell products and services. Sales from businesses acquired in fiscal year ~~2007.~~2008 positively impacted reported sales by approximately 1%.

Sales by geographic region in the first nine months of fiscal years ~~2008~~2009 and ~~2007~~2008 were as ~~follow:~~follows:


	Nine Months Ended												Nine Months Ended								Increase (Decrease)
	June 27, 2008				June 29, 2007				Increase (Decrease)				July 3, 2009				June 27, 2008				Increase (Decrease)
	$		% of Sales		$		% of Sales		$		%		$		% of Sales		$		% of Sales		$			%
(dollars in millions)
Geographic Region
North America	$	232.5	31.8	%	$	225.0	33.3	%	$	7.5	3.3	%	$	190.9	31.3	%	$	232.5	31.8	%	$	(41.6	)	(17.9	)%
Europe		299.3	41.0			279.2	41.4			20.1	7.2			236.9	38.8			299.3	41.0			(62.4	)	(20.8	)
Asia Pacific		153.1	21.0			138.6	20.5			14.5	10.5			148.9	24.4			153.1	21.0			(4.2	)	(2.8	)
Latin America		45.1	6.2			32.2	4.8			12.9	40.3			33.6	5.5			45.1	6.2			(11.5	)	(25.5	)

Total company	$	730.0	100.0	%	$	675.0	100.0	%	$	55.0	8.2	%	$	610.3	100.0	%	$	730.0	100.0	%	$	(119.7	)	(16.4	)%

~~The sales increases in North America and Latin America were driven by higher~~

Other than Scientific Instruments sales ~~with Vacuum Technologies sales~~into Asia Pacific (which were essentially flat ~~in those regions. The increases in sales in Europe and Asia Pacific were attributable to~~with higher sales into China offset by lower sales into the rest of the region), sales volume decreased in all geographic regions for both ~~the~~ Scientific Instruments and Vacuum Technologies ~~segments.~~

~~The~~products primarily due to the impact of continued global economic weakness on capital equipment spending. In addition, reported sales ~~increase in Europe was less pronounced~~outside North America were unfavorably impacted by the strengthening of the U.S. dollar compared to the first nine months of fiscal year 2007 due to the timing of sales of certain low-volume, high-selling price magnet-based products. We do not consider this to be indicative of any particular trend for magnet-based products as a whole, but rather to be reflective of the variability in results that these low-volume, high-selling price magnet-based products can create.2008.

Gross Profit. Gross profit for the first nine months of fiscal year 2009 reflects the impact of $4.6 million in amortization expense relating to acquisition-related intangible assets and $3.7 million in restructuring and other related costs. In comparison, gross profit for the first nine months of fiscal year 2008 reflects the impact of $4.9 million in amortization expense relating to acquisition-related intangible assets, amortization of $1.2 million ~~in amortization expense~~ related to inventory written up to fair value primarily in connection with ~~recent~~certain acquisitions and $1.2 million in restructuring and other related ~~costs~~costs. Excluding the impact of these items, gross profit as a percentage of sales increased slightly. The favorable impacts of the stronger U.S. dollar (which was favorable to reported gross profit margins but unfavorable to reported sales), the positive impact of efficiency improvements (such as those resulting from lower-cost manufacturing and ~~share-based compensation expense~~outsourcing initiatives, global procurement initiatives, and facility relocations/closures) implemented in recent years, and the benefits from cost reduction activities implemented in the second quarter of ~~$0.3 million. In comparison, gross profit~~fiscal year 2009 were largely offset by the negative impact of lower sales volume.

Selling, General and Administrative. Selling, general and administrative expenses for the first nine months of fiscal year ~~2007 reflects the impact of $3.9~~2009 included $0.9 million in amortization expense relating to acquisition-related intangible assets ~~$0.5 million in amortization expense related to inventory written up to fair value in connection with the IonSpec acquisition, $0.7~~and $4.5 million in restructuring and other related costs and share-based compensation expense of $0.3 million. Excluding the impact of these items, the decrease in gross profit as a percentage of sales was primarily the result of higher transition costs related to the relocation of manufacturing activities for certain products, the weaker U.S. dollar (which increased reported revenues but lowered reported gross profit margins) and, to a lesser extent, higher freight costs.

~~Selling, General and Administrative.~~ ~~Selling,~~ In comparison, selling, general and administrative expenses for the first nine months of fiscal year 2008 included $1.2 million in amortization expense relating to acquisition-related intangible assets and $2.3 million in restructuring and other related costs and $6.4 million in share-based compensation expense. In comparison, selling, general and administrative expenses for the first nine months of fiscal year 2007 included $2.1 million in amortization expense relating to acquisition-related intangible assets, $2.1 million in restructuring and other related costs and $7.1 million in share-based compensation expense.costs. Excluding the impact of these items, the ~~slight decrease~~increase in selling, general and administrative expenses as a percentage of sales was primarily due to the ~~result~~negative impact of lower sales volume, ~~leverage and lower employee bonus accruals, largely~~partially offset by the ~~continued weakening~~favorable impact of the stronger U.S. dollar ~~higher costs relating to sales commissions on strong orders,~~and cost savings achieved from restructuring activities implemented in recent years including benefits from cost reduction activities implemented in the ~~timing of new product introductions and the transition effect of acquisitions completed during the first nine months~~second quarter of fiscal year ~~2008.~~2009.

Research and Development. Research and development expenses for the first nine months of fiscal year 2009 reflect the impact of $1.1 million in restructuring and other related costs. In comparison, research and development expenses for the first nine months of fiscal year 2008 reflect the impact of $0.8 million in restructuring and other related ~~costs and share-based compensation expense~~costs. Excluding the impact of ~~$0.3 million. In comparison,~~these items, the decrease in research and development expenses ~~for~~as a percentage of sales was primarily due to the favorable impact of the stronger U.S. dollar in the first nine months of fiscal year ~~2007 reflect~~2009 and higher costs associated with new product introductions and product transition activities in the ~~impact~~first nine months of $0.3 million in restructuring and other related costs and share-based compensation expense of $0.4 million. Excluding the impact of these items, research and development expenses were relatively flat as a percentage of sales.fiscal year 2008.

Purchased In-Process Research and ~~Development~~Development.. In connection with the Oxford Diffraction acquisition in the third quarter of fiscal year 2008, we recorded a one-time charge of $1.5 million to immediately expense acquired in-process research and development related to projects that were ~~in process but incomplete~~in-process at the time of the acquisition.

Restructuring Activities. ~~Between fiscal years 2003 and 2007, we~~We have committed to several restructuring plans in order to ~~adjust our organizational structure,~~ improve operational efficiencies, centralize functions, reallocate resources and ~~eliminate redundant or excess~~reduce operating costs.From the respective inception dates of these plans through July 3, 2009, we have incurred a total of $13.3 million in restructuring expense and a total of $8.4 million in other costs ~~resulting from acquisitions or dispositions~~related directly to those plans (comprised primarily of employee retention and relocation costs and accelerated depreciation of assets disposed upon the closure of facilities).

The following table sets forth changes in our aggregate liability relating to all restructuring plans during ~~those periods.During~~ the first nine months of fiscal year ~~2008, there was no significant activity under these plans except for~~2009:

The following table sets forth changes in our restructuring liability relating to the foregoing plan during the first nine months of fiscal year 2009 as ~~described below.~~well as total restructuring expense and other restructuring-related costs recorded since the inception of the plan:

The restructuring expense of $6.3 million recorded during the first nine months of fiscal year 2009 related to employee termination benefits, of which $5.7 million impacted the Scientific Instruments segment and $0.6 million impacted the Vacuum Technologies segment. We also incurred $0.4 million in other restructuring-related costs during the period, which impacted the Scientific Instruments segment and were comprised of $0.1 million in employee-related costs and a $0.3 million non-cash charge for accelerated depreciation of assets to be disposed upon the closure of facilities. These costs are expected to be settled by the end of fiscal year 2010.

The following table sets forth changes in our restructuring liability relating to the foregoing plan during the first nine months of fiscal year 2009:

The restructuring expense of $1.4 million recorded during the first nine months of fiscal year 2009 related to employee termination benefits of which $1.2 million impacted the Scientific Instruments segment and $0.2 million impacted the Vacuum Technologies segment. We also incurred $0.1 million in other employee-related costs during the period which impacted the Scientific Instruments segment.

The following table sets forth changes in our restructuring liability relating to the foregoing plan during the first nine months of fiscal year ~~2008:~~2009 as well as total restructuring expense and other restructuring-related costs recorded since the inception of the plan:


	Employee- Related			Facilities- Related			Total				Employee- Related			Facilities- Related			Total
(in thousands)
Balance at September 28, 2007	$	2,222		$	—		$	2,222
Charges to expense, net		798			761			1,559
Balance at October 3, 2009											$	1,840		$	551		$	2,391
Reversals of expense, net												(291	)		(317	)		(608	)
Cash payments		(1,308	)		(185	)		(1,493	)			(390	)		(220	)		(610	)
Foreign currency impacts and other adjustments		56			105			161				(13	)		(14	)		(27	)

Balance at June 27, 2008	$	1,768		$	681		$	2,449
Balance at July 3, 2009											$	1,146		$	—		$	1,146


Total expense since inception of plan
(in millions)
Restructuring expense										Restructuring expense							$	3.8

Other restructuring-related costs										Other restructuring-related costs							$	7.2

The reversals of restructuring ~~charges~~expense of ~~$1.6~~$0.6 million recorded during the first nine months of fiscal year ~~2008~~2009 related to changes in estimates relating to certain employee termination benefits and ~~costs associated with~~ the ~~closure~~early cancellation of ~~leased facilities.~~our lease agreement for a vacated facility. We also incurred ~~$2.7~~$1.7 million in other restructuring-related costs during the first nine months of fiscal year 2009, which were comprised of ~~$1.7~~$1.2 million in employee retention

costs and ~~$1.0~~$0.5 million in facilities-related costs including decommissioning costs and a non-cash charge for accelerated depreciation of assets to be disposed upon the closure of facilities.

Impairment of Private Company Equity Investment.During the first nine months of fiscal year 2008, we became aware of information which raised substantial doubt about the ability of a small, private company in which we ~~hold~~held a cost-method equity investment to continue as a going concern. Based on this information, we determined that the fair value of our investment had declined and that the decline was other-than-temporary. As a result, we wrote off the entire $3.0 million carrying value via an impairment charge in that period.

Interest Income.The decrease in interest income was primarily due to lower interest rates on invested cash during the ~~second quarter~~first nine months of fiscal year 2009 compared to the first nine months of fiscal year 2008.

Income Tax Expense.The effective income tax rate was 32.2% for the first nine months of fiscal year 2009, compared to 35.4% for the first nine months of fiscal year ~~2008, compared to 34.5% for the first nine months of fiscal year 2007.~~2008. The ~~higher~~lower effective income tax rate in the first nine months of fiscal year ~~2008~~2009 was primarily due to ~~higher~~lower U.S. taxes on foreign earnings ~~higher~~and lower non-deductible compensation ~~expense and a non-deductible in-process research and development charge related to the acquisition of Oxford Diffraction in April 2008.~~expense. These factors were partially offset by the smaller benefit from a ~~larger~~ reduction in unrecognized tax benefits due to the lapse of certain statutes of limitations in the first nine months of fiscal year 2009 compared to the same benefit recognized in the first nine months of fiscal year 2008.

Net Earnings. Net earnings for the first nine months of fiscal year 2009 reflect the after-tax impacts of $5.5 million in pre-tax acquisition-related intangible amortization and $9.3 million in pre-tax restructuring and other related costs. Net earnings for the first nine months of fiscal year 2008 reflect an acquisition-related in-process research and development charge of $1.5 million and the after-tax impacts of an impairment of a private company equity

investment of $3.0 million, $6.1 million in acquisition-related intangible amortization, $1.2 million in amortization related to inventory written up to fair value in connection with ~~recent~~certain acquisitions and $4.2 million in restructuring and other related costs and $7.0 million in share-based compensation expense. Net earnings for the first nine months of fiscal year 2007 reflect the after-tax impacts of $6.0 million in acquisition-related intangible amortization, $0.5 million in amortization related to inventory written up to fair value in connection with the acquisition of IonSpec, $3.1 million in restructuring and other related costs and $7.8 million in share-based compensation expense.costs. Excluding the after-tax impact of these items, the ~~increase~~decrease in net earnings in the first nine months of fiscal year ~~2008~~2009 was primarily attributable to ~~higher~~the negative impact of lower sales ~~volume (including sales volume leverage on operating expenses)~~volume.

Recent Developments.On July 26, 2009, Varian, Inc., ~~partially offset by higher transition costs related~~a Delaware corporation (“Varian”), Agilent Technologies, Inc., a Delaware corporation (“Agilent”), and Cobalt Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Agilent (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will, subject to the ~~relocation~~satisfaction or waiver of ~~manufacturing activities~~the conditions set forth in the Merger Agreement, merge with and into Varian and Varian will survive the merger and continue as a wholly owned subsidiary of Agilent (the “Merger”).

The diversity of our products, the applications we serve and ~~higher costs relating~~our worldwide distribution position us well. However, we are operating in difficult global economic conditions and are facing unprecedented economic uncertainties that make it difficult for us to ~~new product introductions.~~project our near-term results of operations. We experienced a year-over-year decline in customer orders in each of the first three quarters of fiscal year 2009. We currently expect this order weakness and corresponding declines in revenue and earnings compared to fiscal year 2008 to continue for the remainder of the fiscal year. These conditions could further impact our business and have an adverse effect on our financial position, results of operations and/or cash flows.In addition, the announcement and pendency of the Merger could adversely affect our business, and we have incurred and will continue to incur legal and other expenses in connection with the pending Merger, either or both of which could have an adverse effect on our financial position, results of operations and/or cash flows.

We generated ~~$59.6~~$79.3 million of cash from operating activities in the first nine months of fiscal year ~~2008,~~2009, compared to ~~$59.3~~$59.6 million generated in the first nine months of fiscal year ~~2007. Cash generated from operating activities remained essentially flat as a relative~~2008. The increase in inventories ($21.3 million) was offset by a relative decrease in accounts receivable ($8.5 million) and relative increases in accrued liabilities ($2.9 million) and accounts payable ($7.7 million). The relative increase in inventoriesoperating cash flows was primarily due to ~~a build-up~~the favorable impact of decreased inventory and accounts receivable balances, partially offset by decreased net earnings after adjustments for non-cash income and expenses and decreased inventory-related liabilities. Inventory balances have declined primarily due to ~~support increased orders, new product introductions and the transition of certain products~~reduced inventory purchases to ~~new manufacturing locations.~~align with current revenue levels. The ~~relative~~ decrease in accounts receivable was primarily ~~due~~related to ~~stronger collection efforts in~~ the ~~first nine months~~timing of fiscal year 2008. The relative increase in accrued liabilities was primarily due to an increase in contract advances from customers during the first nine months of fiscal year 2008. The relative increase in accounts payable was primarily due to higher purchasing of inventories.collections and lower sales.

We used ~~$68.3~~$17.1 million of cash for investing activities in the first nine months of fiscal year ~~2008,~~2009, which compares to ~~$12.8~~$68.3 million used for investing activities in the first nine months of fiscal year ~~2007.~~2008. The ~~increase~~decrease in cash used for investing activities was primarily the result of lower acquisition-related payment activity and cash received for the surrender of a building sublease, partially offset by increased capital expenditures. In October 2008, we entered into an agreement with VMS under which we agreed to surrender to them the sublease for our facility in Palo Alto, California in exchange for $21.0 million in cash payments. We received a $5.0 million non-refundable first surrender payment under this agreement in the first quarter of fiscal year 2009 and will receive the remaining $16.0 million when we fully surrender the facility in the third quarter of fiscal year 2010. The higher capital expenditures during the first nine months of fiscal year 2009 were primarily related to the construction of our new IRD facility in Walnut Creek, California. The higher cash used for acquisition-related payments in the first nine months of fiscal year 2008 ~~was~~consisted primarily of cash consideration for the ~~result of the acquisitions~~acquisition of the Analogix Business in November 2007 and Oxford Diffraction in April ~~2008 as well as higher net capital expenditures due primarily to the construction of our IRD center in Walnut Creek, California.~~2008.

We used ~~$69.8~~$4.8 million of cash for financing activities in the first nine months of fiscal year ~~2008,~~2009, which compares to ~~$38.6~~$69.8 million used for financing activities in the first nine months of fiscal year ~~2007. The increase in cash~~2008. Cash used for financing activities in the first nine months of fiscal year ~~2008~~2009 was lower primarily ~~due to higher~~as a result of lower expenditures to repurchase and retire common stock (such expenditures were made in both periods as a result of ~~a continued~~an effort ~~to utilize excess cash~~ to reduce the number of outstanding common shares), partially offset by lower proceeds from the issuance of common stock ~~(due~~due to lower stock option exercise ~~volume) and higher repayments of debt.~~volume.

We maintain relationships with banks in many countries from whom we sometimes obtain bank guarantees and short-term standby letters of credit. These guarantees and letters of credit relate primarily to advance payments and deposits made to our subsidiaries by customers for which separate liabilities are recorded in the unaudited condensed consolidated financial statements. As of ~~June 27, 2008,~~July 3, 2009, a total of ~~$23.2~~$21.2 million of these bank guarantees and letters of credit were outstanding. No amounts had been drawn by beneficiaries under these or any other outstanding guarantees or letters of credit as of that date.

As of ~~June 27,~~both July 3, 2009 and October 3, 2008, we had an $18.8 million term loan outstanding with a U.S. financial ~~institution. The balance outstanding under this term loan was $25.0 million~~institution at ~~September 28, 2007. As of both June 27, 2008 and September 28, 2007, the~~a fixed interest rate ~~on the term loan was~~of 6.7%. The term loan contains certain covenants that limit future borrowings and the payment of cash dividends and require the maintenance of certain levels of working capital and operating results. We were in compliance with all restrictive covenants of the term loan agreement at ~~June 27, 2008.~~

In connection with certain acquisitions, we have accrued a portion of the purchase price that has been retained to secure the ~~respective~~ sellers’ indemnification obligations. ~~The following table summarizes outstanding purchase price amounts~~As of July 3, 2009, we had retained ~~and the date they~~an aggregate of $1.4 million, which will become payable (net of any indemnification claims) ~~as of June 27, 2008:~~

~~In addition to the above amounts, the final $0.7 million retained in connection with the acquisition of IonSpec in February 2006 was paid during the first nine months of fiscal year 2008.~~between July and November 2009.

As of ~~June 27, 2008,~~July 3, 2009, we had ~~several~~ outstanding contingent consideration arrangements relating to acquired businesses. Amounts subject to these arrangements can be earned over the respective measurement period, depending on the performance of the acquired business relative to certain financial ~~and/or~~and operational targets.

The following table summarizes contingent consideration arrangements as of ~~June 27, 2008:~~July 3, 2009:

~~During the first nine months of fiscal year 2008, we paid $4.0 million for the final~~The Company has outstanding contingent consideration ~~payment~~arrangements related to ~~Magnex Scientific Limited, which we acquired in November 2004.~~an Asset Purchase Agreement. Remaining maximum contingent amounts under this agreement were $2.6 million as of July 3, 2009.

The Distribution Agreement provides that we are responsible for certain litigation to which VAI was a party, and further provides that we will indemnify VMS and VSEA for one-third of the costs, expenses and other liabilities relating to certain discontinued, former and corporate operations of VAI, including certain environmental liabilities (see Note 1213 of the Notes to the Unaudited Condensed Consolidated Financial Statements).

As of June 27, 2008, we had cancelable commitments to a contractor for capital expenditures totaling approximately $21.3 million relating to the construction of our IRD center in Walnut Creek, California. In the event that these commitments are canceled for reasons other than the contractor’s default, we may be responsible for reimbursement of actual costs incurred by the contractor. We had no material non-cancelable commitments for capital expenditures as of June 27, 2008. In the aggregate, we currently anticipate that our capital expenditures will be approximately 2.5% of sales for the full fiscal year 2008.

As discussed above under the headingRestructuring Activities, in April 2007, we committed to a plan to combine and optimize the development and assembly of most of our NMR and mass spectrometry products, to further centralize related administration and other functions and to reallocate certain resources toward more rapidly growing product lines and geographies. In connection with this plan, we expect to make capital expenditures of ~~up to $25~~approximately $30 million, of which $26.1 million has been spent through July 3, 2009. These capital expenditures began in the fourth quarter of fiscal year 2007 and will continue through

As of July 3, 2009, we had cancelable commitments to a contractor for capital expenditures totaling approximately $2.4 million relating to the construction of our new IRD center in Walnut Creek, California. In the event that these commitments are canceled for reasons other than the contractor’s default, we may be responsible

for reimbursement of actual costs incurred by the contractor. We ~~expect~~had no material non-cancelable commitments for capital expenditures as of July 3, 2009. In the aggregate, we currently anticipate that ~~a significant portion of these~~our capital expenditures will ~~fall within~~be approximately 3.0% of sales for fiscal year 2009.

In connection with all of our ~~typical capital spending pattern (of approximately 3% of sales) measured over a two-year period. We also~~restructuring plans, we expect to ~~incur total~~make cash payments for restructuring and other related costs ~~associated with this plan of~~totaling between ~~$12.0~~approximately $9 million and ~~$14.0~~$11 million during fiscal year 2009, of which ~~$4.3~~$8.7 million was ~~incurred in fiscal year 2007 and $4.2 million was incurred in~~paid during the first nine months of fiscal year 2008. Some portion of these costs is expected to be settled through the fourth quarter of fiscal year 2009, except for certain lease termination-related costs, which might be settled as late as the fourth quarter of fiscal year 2012. A total of $10.5 million to $12.5 million of these costs are expected to result in cash expenditures.2009.

In February 2008, our Board of Directors approved a ~~new~~ stock repurchase program under which we are authorized to utilize up to $100 million to repurchase shares of our common stock. This repurchase program is effective through December 31, 2009. During the first nine months ~~ended June 27, 2008,~~of fiscal year 2009, we repurchased and retired ~~567,000~~344,100 shares under this authorization at an aggregate cost of ~~$30.5~~$7.1 million. As of ~~June 27, 2008,~~July 3, 2009, we had remaining authorization to repurchase ~~$69.5~~$37.5 million of our common stock under this repurchase program.

~~In January 2007, our Board~~ However, under the terms of ~~Directors approved a stock repurchase program under which~~the Merger Agreement with Agilent, we ~~were authorized to utilize up to $100 million to repurchase~~are generally prohibited from repurchasing any shares of our common ~~stock. This repurchase program was effective until December 31, 2008. During~~stock without the ~~first nine months~~prior consent of ~~fiscal year 2008, we repurchased and retired 876,000 shares under this repurchase program at an aggregate cost of $50.4 million, which completed this repurchase program.~~Agilent.

Our liquidity is affected by many other factors, some based on the normal ongoing operations of ~~the~~our business and others related to external economic conditions. Our liquidity has not been materially affected by the ~~uncertainties~~deterioration in the global financial markets or global economic conditions in general. However, this deterioration has adversely impacted the availability of ~~the industries~~credit to us as well as to our customers and suppliers.

We have no material exposure to market risk for changes in ~~which~~interest rates or investment valuations. Our outstanding debt carries a fixed interest rate, and we ~~compete~~invest our excess cash primarily in depository accounts and money market funds at various financial institutions. While we have not historically needed to borrow to support working capital or capital expenditure requirements, there is no assurance that we might not need to borrow to support these requirements given global ~~economies. Although~~economic conditions. This could adversely affect our ~~cash requirements will fluctuate based on the timing and extent of these factors, we~~ability to complete acquisitions.

We nonetheless believe that cash generated from operations, together with our current cash ~~balance~~ and cash equivalents balances and current borrowing capability, will be sufficient to satisfy ~~commitments for capital expenditures and other~~our cash requirements for the next 12 months. There can be no assurance, however, that our business will continue to generate cash flows at current levels or that credit will be available to us if and when needed. Future operating performance and our ability to obtain credit will be subject to future economic conditions and to financial, business and other factors, including the affect of the pendency of the Merger.

The following table summarizes the amount and estimated timing of future cash expenditures relating to principal and interest payments on outstanding long-term debt, minimum rentals due for certain facilities and other leased assets under long-term, non-cancelable operating leases and other long-term liabilities as of ~~June 27, 2008:~~July 3, 2009:


	Fiscal Quarter Ending Oct. 3, 2008		Fiscal Years														Fiscal Quarter Ending Oct. 2, 2009		Fiscal Years												Total
	Fiscal Quarter Ending Oct. 3, 2008		2009		2010		2011		2012		2013		Thereafter		Total		Fiscal Quarter Ending Oct. 2, 2009		2010		2011		2012		2013		2014		Thereafter		Total
(in thousands)
Operating leases	$	3,001	$	9,472	$	6,683	$	3,356	$	2,252	$	1,780	$	3,762	$	30,306	$	2,160	$	6,990	$	4,296	$	2,480	$	1,881	$	1,357	$	1,869	$	21,033
Long-term debt (including current portion)		—		—		6,250		—		6,250		—		6,250		18,750		—		6,250		—		6,250		—		6,250		—		18,750
Interest on long-term debt																		314		1,152		838		733		419		314		—		3,770
Other long-term liabilities		502		4,455		3,898		3,511		2,934		2,742		26,164		44,206		—		2,919		4,090		4,135		3,234		2,813		21,278		38,469

Total	$	3,503	$	13,927	$	16,831	$	6,867	$	11,436	$	4,522	$	36,176	$	93,262	$	2,474	$	17,311	$	9,224	$	13,598	$	5,534	$	10,734	$	23,147	$	82,022

As of ~~June 27, 2008,~~July 3, 2009, we did not have any off-balance sheet commercial commitments that could result in a significant cash outflow upon the occurrence of some contingent event, except for contingent payments of up to a maximum of ~~$43.9~~$10.0 million related to acquisitions and $2.6 million related to an Asset Purchase Agreement as discussed underLiquidity and Capital Resources above, the specific amounts of which are not currently determinable.

In September 2006, the FASB issued SFAS 157, Fair Value Measurements,~~. SFAS 157~~which defines fair value, establishes a framework for measuring fair value ~~in generally accepted accounting principles~~ and expands disclosures about fair value measurements. SFAS 157 applies to previous accounting pronouncements that require or permit fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007, with certain exceptions which are described below. In February 2008, the FASB issued FASB Staff Position (“FSP”) ~~157-1,~~ Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13~~, which amends SFAS 157 to exclude certain leasing transactions from its scope. Also in February 2008, the FASB issued FSP~~ 157-2,Effective Date of FASB Statement No. 157,which delays the effective date of SFAS 157 for all nonfinancial assets and nonfinancial liabilities to fiscal years beginning after November 15, 2008, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). We adopted SFAS 157 effective October 4, 2008 with the exception of the application of the statement to nonrecurring nonfinancial assets and nonfinancial liabilities (see Note 4). We do not expect the adoption of ~~SFAS 157~~the provisions deferred by FSP 157-2 in the first quarter of fiscal year 2010 to have a material impact on our financial condition or results of operations.

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

In December 2007, the FASB issued SFAS 141(revised 2007),Business Combinations, (“SFAS 141(R)”). SFAS 141(R) retains the fundamental requirements of the original pronouncement requiring that the purchase method be used for all business combinations but also provides revised guidance for recognizing and measuring identifiable assets and goodwill acquired, liabilities assumed, and any noncontrolling interest in the acquiree. It also requires the recognition of assets acquired and liabilities assumed arising from contingencies, the capitalization of in-process research and development at fair value, and the expensing of acquisition-related costs as incurred.SFAS 141(R) is effective for fiscal years beginning after December 15, 2008. We ~~are currently evaluating the requirements of SFAS 141(R) and~~ do not expect its adoption in the first quarter of fiscal year 2010 to have a material impact on our financial condition or results of operations. However, in the event that we complete acquisitions subsequent to our adoption of SFAS 141(R), the application of its provisions will likely have a material impact on our results of operations, although we are not currently able to estimate that impact.

In April 2009, the FASB issued FSP FAS 141(R)-1,Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies, which amends the accounting prescribed in SFAS 141(R) for assets and liabilities arising from contingencies in business combinations. FSP FAS 141(R)-1 requires pre-acquisition contingencies to be recognized at fair value if fair value can be reasonably determined during the measurement period. If fair value cannot be reasonably determined, the FSP requires measurement based on the recognition and measurement criteria of SFAS 5,Accounting for Contingencies.FSP 141(R)-1 is effective for fiscal years beginning after December 15, 2008. We do not expect its adoption in the first quarter of fiscal year 2010 to have a material impact on our financial condition or results of operations. However, in the event that we complete acquisitions subsequent to our adoption of FSP 141(R)-1, the application of its provisions will likely have a material impact on our results of operations, although we are not currently able to estimate that impact.

In December 2007, the FASB issued SFAS 160,Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51.51. SFAS 160 requires that ownership interests in subsidiaries held by parties other than the parent and the amount of consolidated net income be clearly identified, labeled and presented in the consolidated financial statements. It also requires once a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value. Sufficient disclosures are required to 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, and requires retroactive adoption of the presentation and disclosure requirements for existing minority interests. All other requirements are applied prospectively. We do not expect the adoption of SFAS 160 to have a material impact on our financial condition or results of operations.

~~In March 2008, the FASB issued SFAS 161,~~~~Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133,~~which requires additional disclosures about the objectives and strategies of the derivative instruments and hedging activities, the method of accounting for such instruments under SFAS 133 and its related interpretations, and a tabular disclosure of the effects of such instruments and

related hedged items on our financial condition and results of operations. SFAS 161 is effective for fiscal years beginning after November 15, 2008. We do not expect the adoption of SFAS 161 to have a material impact on our financial condition or results of operations.

In April 2008, the FASB issued FSP 142-3,Determination of the Useful Life of Intangible Assets, which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset. The intent of FSP 142-3 is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142,Goodwill and Other Intangible Assets, and the period of expected cash flows used to measure the fair value of the asset under SFAS 141(R),Business Combinations, and other accounting literature. FSP 142-3 is effective for fiscal years beginning after December 15, 2008 and must be applied prospectively to intangible assets acquired after the effective date. Early adoption is prohibited. Given that FSP 142-3 applies to intangible assets acquired after the effective date, we ~~are~~do not ~~yet able to determine whether~~expect its adoption ~~will~~to have a material impact on our financial condition or results of operations.

In June 2008, the FASB issued FSP EITF 03-6-1,Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities. FSP EITF 03-6-1 states that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are participating securities and shall be included in the computation of earnings per share under the two-class method described in SFAS 128,Earnings per Share. FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those years, on a retrospective basis. We do not expect the adoption of FSP EITF 03-6-1 to have a material impact on our earnings per share.

In December 2008, the FASB issued FSP 132(R)-1,Employers’ Disclosures about Postretirement Benefit Plan Assets. FSP 132(R)-1 amends SFAS 132 (revised 2003),Employers’ Disclosures about Pensions and Other Postretirement Benefits, to provide guidance on an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan. This FSP is effective for fiscal years ending after December 15, 2009. We do not expect the adoption of FSP 132(R)-1 to have a material impact on our financial condition or results of operations.

In June 2009, the FASB issued SFAS 168,The FASB Accounting Standard Codification and the Hierarchy of the Generally Accepted Accounting Principles—a replacement of SFAS No. 162.SFAS 168 establishes the FASB Accounting Standards Codification as the single source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. SFAS 168 is effective for financial statements issued for interim and annual periods ending on or after September 15, 2009. We will update our disclosures to conform to the Codification in our Annual Report on Form 10-K for the fiscal year ending October 2, 2009. We do not expect the adoption of SFAS 168 to have a material impact on our financial condition or results of operations. However, because the Codification completely replaces existing Standards, it will affect the way U.S. GAAP is referenced in our Notes to the Consolidated Financial Statements.

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

~~At June 27, 2008, there~~During the first nine months of fiscal year 2009, we were ~~no outstanding~~not party to any foreign exchange forward contracts designated as cash flow hedges of forecasted transactions. ~~During the first nine months of fiscal year 2008, no foreign exchange gains or losses from cash flow hedge ineffectiveness were recognized.~~

Our foreign exchange forward contracts generally ~~range from~~do not extend beyond one ~~to 12 months~~month in original maturity. A summary of all foreign exchange forward contracts that were outstanding as of ~~June 27, 2008~~July 3, 2009 follows:


	Notional Value Sold		Notional Value Purchased		Notional Value Sold		Notional Value Purchased
(in thousands)
Australian dollar	$	—	$	43,281	$	—	$	49,045
British pound						—		12,614
Euro		—		28,715		9,055		—
British pound		—		11,971
Swiss franc		—		4,510		—		5,314
Japanese yen						5,143		—
Canadian dollar		3,255		—		2,085		—
Japanese yen		3,248		—
Swedish krona		2,337		—
Polish zloty		—		1,634
Korean won						1,774		—
Indian rupee						1,213		—
Singapore dollar						1,198		—

Total	$	8,840	$	90,111	$	20,468	$	66,973

Interest Rate Risk. We have no material exposure to market risk for changes in interest rates. We invest any excess cash primarily in ~~short-term U.S. Treasury securities~~depository accounts and money market funds, and changes in interest rates would not be material to our financial condition or results of operations. We enter into debt obligations principally to support general corporate purposes, including working capital requirements, capital expenditures and acquisitions. At ~~June 27, 2008,~~July 3, 2009, our debt obligations had fixed interest rates.

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

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

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


	Fiscal Quarter Ending Oct. 3, 2008			Fiscal Years																		Total			Fiscal Quarter Ending Oct. 2, 2009			Fiscal Years																		Total
	Fiscal Quarter Ending Oct. 3, 2008			2009			2010			2011			2012			2013			Thereafter			Total			Fiscal Quarter Ending Oct. 2, 2009			2010			2011			2012			2013			2014			Thereafter			Total
(in thousands)
Long-term debt (including current portion)	$	—		$	—		$	6,250		$	—		$	6,250		$	—		$	6,250		$	18,750		$	—		$	6,250		$	—		$	6,250		$	—		$	6,250		$	—		$	18,750
Average interest rate		—	%		—	%		6.7	%		—	%		6.7	%		—	%		6.7	%		6.7	%		—	%		6.7	%		—	%		6.7	%		—	%		6.7	%		—	%		6.7	%

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

For our defined benefit pension plans, we make assumptions regarding several variables including the expected long-term rate of return on plan assets and the discount rate in order to determine defined benefit pension plan expense for the year. This expense is referred to as “net periodic pension cost.” We assess the expected long-term rate of return on plan assets and discount rate assumption for each defined benefit plan based

on relevant market conditions as prescribed by SFAS 87 and make adjustments to the assumptions as appropriate. On an annual basis, we analyze the rates of return on plan assets and discount rates used and determine that these rates are reasonable. For rates of return, this analysis is based on a review of the nature of the underlying assets, the allocation of those assets and their historical performance and expectations relative to ~~the overall~~relevant markets in the countries where the related plans are effective. Historically, our assumed asset allocations have not varied significantly from the actual allocations. Discount rates are based on the prevailing market long-term interest rates in the countries where the related plans are effective. As of ~~September 28, 2007,~~October 3, 2008, the estimated long-term rate of return on our defined benefit pension plan assets ranged from ~~0.5%~~0.8% to 7.1% (weighted-average of ~~5.9%~~5.8%), and the assumed discount rate for our defined benefit pension plan obligations ranged from 2.0% to ~~5.7%~~6.1% (weighted-average of ~~5.5%~~6.0%).

If any of these assumptions were to change, our net periodic pension cost would also change. We incurred net periodic pension cost relating to our defined benefit pension plans of $1.5 million in fiscal year 2008, $2.3 million in fiscal year 2007 and $2.3 million in fiscal year 2006, ~~and $1.6 million in fiscal year 2005 (excluding a settlement loss),~~ and expect our net periodic pension cost to be approximately ~~$1.7~~$1.4 million in fiscal year ~~2008.~~2009. A ~~one percent~~100 basis point decrease in the weighted-average estimated return on plan assets or assumed discount rate would increase our net periodic pension cost for fiscal year ~~2008~~2009 by ~~$1.1~~$1.0 million or $0.4 million, respectively. As of ~~September 28, 2007,~~October 3, 2008, our projected benefit obligation relating to defined benefit pension plans was ~~$53.3~~$47.7 million. A ~~one percent~~100 basis point decrease in the weighted-average estimated discount rate would increase this obligation by ~~$11.0~~$9.8 million.

During the second quarter of fiscal year 2009, the Company ceased future benefit accruals to a defined benefit pension plan in the United Kingdom. In connection with this action, the Company recorded a curtailment loss of $0.1 million during the second quarter of fiscal year 2009.

Disclosure Controls and Procedures. Based on the evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, our Chief Executive Officer and the Chief Financial Officer have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q ~~(June 27, 2008)~~(for the period ended July 3, 2009), our disclosure controls and procedures were effective.

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

Changes in Internal Control over Financial Reporting. There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the third quarter of our fiscal year ~~2008~~2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~See~~In addition to the other information set forth in this Quarterly Report on Form 10-Q, we encourage you to carefully consider the factors discussed inItem 1A—Risk Factors presented in our Annual Report on Form 10-K for the fiscal year ended ~~September 28, 2007,~~October 3, 2008, which have not materially changed other than as set forth below. The following additional risks, which could materially affect our business, financial condition or future results, are not the only risks we ~~encourage you~~face. Further risks and uncertainties not currently known to ~~carefully consider.~~us or that we currently deem to be immaterial might also affect our business, financial condition or results of operations.

The announcement and pendency of our agreement to be acquired by Agilent could adversely affect our business.On July 26, 2009, we entered into an Agreement and Plan Merger (the “Merger Agreement”) with Agilent Technologies, Inc. (“Agilent”) pursuant to which a wholly-owned subsidiary of Agilent will, subject to the satisfaction or waiver of the conditions contained in the Merger Agreement, merge with and into the Company, and the Company will be the successor or surviving corporation of the merger and will become a wholly owned subsidiary of Agilent (“the Merger”). Pursuant to the terms of the Merger Agreement and subject to the satisfaction or waiver of the closing conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of the Company’s common stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive $52.00 in cash, without interest. The announcement and pendency of the Merger could adversely affect our business, and we have incurred and will continue to incur legal and other expenses in connection with the pending Merger, either or both of which would have an adverse effect on our financial condition or results of operations. In addition, the announcement and pendency of the Merger could cause disruptions in our business, including affecting our relationship with our customers, vendors and employees, which could have an adverse effect on our financial condition and results of operations.

The failure to complete the Merger could adversely affect our business.There is no assurance that the Merger with Agilent will occur. If the Merger is not completed, the share price of our common stock will change to the extent that the current market price of our common stock reflects an assumption that a transaction will be completed. In addition, under circumstances defined in the Merger Agreement, we might be required to pay a termination fee of $46 million.

(c)During the fiscal quarter ended July 3, 2009 ~~February 2008 Stock Repurchase Program.~~,~~The following table summarizes information relating~~ the Company repurchased and retired 4,000 shares tendered to ~~our stock repurchases during~~it by employees in settlement of employee tax withholding obligations due from those employees upon the ~~third quarter~~vesting of ~~fiscal year 2008:~~restricted stock.

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


Delaware		77-0501995
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

3120 Hansen Way, Palo Alto, California		94304-1030
(Address of Principal Executive Offices)		(Zip Code)


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


		Page

PART I	Financial Information

Item 1.	Financial Statements:

	Unaudited Condensed Consolidated Statement of Earnings	3

	Unaudited Condensed Consolidated Balance Sheet	4

	Unaudited Condensed Consolidated Statement of Cash Flows	5

	Notes to the Unaudited Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2427

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3846

Item 4.	Controls and Procedures	4048

PART II	Other Information

Item 1A.	Risk Factors	4149

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4149

Item 6.	Exhibits	4150


	Fiscal Quarter Ended					Nine Months Ended
	July 3, 2009		June 27, 2008			July 3, 2009			June 27, 2008
(in thousands)
Net earnings	$	13,453	$	11,366		$	36,680		$	44,737
Other comprehensive income (loss):
Currency translation adjustment		42,102		(3,048	)		(4,151	)		25,359
Reduction in minimum liability due to curtailment of defined benefit pension plan, net of tax of ($854)		—		—			2,196			—

Total other comprehensive income (loss)		42,102		(3,048	)		(1,955	)		25,359

Total comprehensive income	$	55,555	$	8,318		$	34,725		$	70,096


	Fiscal Quarter Ended					Nine Months Ended
	June 27, 2008			June 29, 2007		June 27, 2008		June 29, 2007
(in thousands)
Net earnings	$	11,366		$	14,551	$	44,737	$	46,188
Other comprehensive (loss) income:
Currency translation adjustment		(3,048	)		6,673		25,359		25,440

Total other comprehensive (loss) income		(3,048	)		6,673		25,359		25,440

Total comprehensive income	$	8,318		$	21,224	$	70,096	$	71,628


	Fair Value Measurements Using:
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
(in thousands)
Financial assets:
Money market funds (cash equivalents)	$	57,534	$	—	$	—	$	57,534

Total financial assets	$	57,534	$	—	$	—	$	57,534


Acquired Company/Business	Remaining Amount Available (maximum) ~~(maximum)~~			Measurement Period		Measurement Period End Date
	(in ~~millions)~~millions	)
~~PL International Ltd.~~Oxford Diffraction Limited	$~~15.3~~ 7.0		~~3 years~~		~~December 2008~~
~~IonSpec Corporation~~	~~14.0~~		~~3 years~~		~~April 2009~~
~~Oxford Diffraction~~	~~10.0~~		3 years		April 2011
Analogix Business	~~4.0~~2.7			3 years		December 2010
Other	~~0.6~~0.3			2 years		July 2010

Total	$~~43.9~~10.0


	June 27, 2008
	Gross		Accumulated Amortization			Net
(in thousands)
Intangible assets
Existing technology	$	17,790	$	(9,841	)	$	7,949
Patents and core technology		45,816		(14,117	)		31,699
Trade names and trademarks		2,451		(1,884	)		567
Customer lists		12,288		(10,399	)		1,889
Other		3,144		(2,584	)		560

Total	$	81,489	$	(38,825	)	$	42,664


	July 3, 2009
	Gross		Accumulated Amortization			Net
(in thousands)
Intangible assets
Existing technology	$	16,070	$	(10,913	)	$	5,157
Patents and core technology		39,653		(17,266	)		22,387
Trade names and trademarks		2,407		(2,090	)		317
Customer lists		12,915		(10,919	)		1,996
Other		3,090		(2,609	)		481

Total	$	74,135	$	(43,797	)	$	30,338


	October 3, 2008
	Gross		Accumulated Amortization			Net
(in thousands)
Intangible assets
Existing technology	$	16,503	$	(9,699	)	$	6,804
Patents and core technology		40,680		(14,253	)		26,427
Trade names and trademarks		2,425		(1,946	)		479
Customer lists		13,090		(10,278	)		2,812
Other		2,972		(2,522	)		450

Total	$	75,670	$	(38,698	)	$	36,972


	September 28, 2007
	Gross		Accumulated Amortization			Net
(in thousands)
Intangible assets
Existing technology	$	16,611	$	(8,235	)	$	8,376
Patents and core technology		29,908		(10,752	)		19,156
Trade names and trademarks		2,458		(1,623	)		835
Customer lists		11,866		(9,408	)		2,458
Other		3,025		(2,278	)		747

Total	$	63,868	$	(32,296	)	$	31,572


	Pretax Earnings						Pretax Earnings
	Fiscal Quarter Ended						Nine Months Ended
	July 3, 2009			June 27, 2008			July 3, 2009			June 27, 2008
(in millions)
Scientific Instruments	$	16.0		$	12.2		$	44.8		$	54.5
Vacuum Technologies		5.6			7.8			19.2			24.3

Total industry segments		21.6			20.0			64.0			78.8
General corporate		(3.1	)		(2.6	)		(10.1	)		(10.2	)
Impairment of private company equity investment		—			—			—			(3.0	)
Interest income		0.3			1.2			1.3			4.9
Interest expense		(0.4	)		(0.4	)		(1.1	)		(1.3	)

Total pretax earnings	$	18.4		$	18.2		$	54.1		$	69.2


Restructuring Plan		Estimated Annual Cost Savings
Fiscal Year 2007 Plan (Scientific Instruments - to combine and optimize the development and assembly on certain products and to centralize functions and reallocate resources to rapidly growing product lines)		$3 million - $5 million
Fiscal Year 2009 First Quarter Plan (Scientific Instruments - to reduce headcount and operating costs and increase operating margins)		$2 million - $3 million
Fiscal Year 2009 Second Quarter Plan (Scientific Instruments and Vacuum Technologies - to reduce cost structure due to global economic uncertainties, primarily through headcount reduction)		$20 million - $24 million


~~Acquired Business~~	~~Retained Amount~~	~~Date Payable~~
	~~(in millions)~~
~~Analogix Business~~	~~$1.3~~	~~November 2009~~
~~Other~~	~~0.3~~	~~April 2009~~

~~Total~~	~~$1.6~~


Acquired Company/Business	Remaining Amount Available (maximum) ~~Available~~ ~~(maximum)~~	Measurement Period	Measurement Period End Date
	(in millions)
~~PL International Ltd.~~Oxford Diffraction Limited	$~~15.3~~	~~3 years~~	~~December 2008~~
~~IonSpec Corporation~~	~~14.0~~	~~3 years~~	~~April 2009~~
~~Oxford Diffraction~~	~~10.0~~ 7.0	3 years	April 2011
Analogix Business	~~4.0~~2.7	3 years	December 2010
Other	~~0.6~~0.3	2 years	July 2010

Total	$~~43.9~~10.0


Fiscal Month	Shares Repurchased ⁽¹⁾	Average Price Per Share⁽¹⁾		Total Value of Shares Repurchased as Part of Publicly Announced Plan⁽²⁾⁽³⁾		Maximum Total Value of Shares that May Yet Be Purchased Under the Plan
(in thousands, except per share amount)
Balance – March 28, 2008						$	79,752
March 29, 2008 – April 25, 2008	—	$	—	$	—	$	79,752
April 26, 2008 – May 23, 2008	152		53.25		7,987	$	71,765
May 24, 2008 – June 27, 2008	42		54.46		2,260	$	69,505

Total shares repurchased	194	$	53.51	$	10,247


~~Exhibit~~ ~~No.~~	~~Exhibit Description~~	~~Incorporated by~~ ~~Reference~~
~~Exhibit~~ ~~No.~~	~~Exhibit Description~~	~~Form~~	~~Date~~	~~Exhibit~~ ~~Number~~	~~Filed~~ ~~Herewith~~

~~31.1~~	~~Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~				X

~~31.2~~	~~Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~				X

~~32.1~~	~~Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~32.2~~	~~Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~


		Incorporated by Reference			Filed Herewith
Exhibit No.	Exhibit Description	Form	Date	Exhibit Number	Filed Herewith

2.1	Agreement and Plan of Merger dated as of July 26, 2009, by and among Agilent Technologies, Inc., Varian, Inc. and Cobalt Acquisition Corp.	8-K	July 27, 2009	2.1

31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X

31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X

32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

VARIAN, INC.
(Registrant)

Date: August ~~5, 2008~~11, 2009

/s/S/ G. EDWARD MCCLAMMY

G. Edward McClammy
Senior Vice President and Chief Financial Officer
~~and Treasurer~~
(Duly Authorized Officer and
Principal Financial Officer)