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Varian, Inc. Reports Record Sales For Fourth Quarter and Fiscal Year 2003

 

PALO ALTO, Calif., Nov. 5, 2003

Varian, Inc. (Nasdaq: VARI) today announced record sales for the fourth quarter and fiscal year ended October 3, 2003, driven by strong revenue growth in the company's Scientific Instruments segment as well as higher Vacuum Technologies and Electronics Manufacturing sales. Pro forma net earnings for these same periods also set records for the company; however, GAAP net earnings were down. (Pro forma results for all periods exclude acquisition-related intangible amortization. For a complete reconciliation of pro forma financial information used in this press release to the most directly comparable GAAP financial information, please refer to the attached Reconciliations of GAAP to Pro Forma Results, Reconciliation of Unaudited Results of Operations and Reconciliation of Projected Results of Operations.)

"Varian, Inc.'s fourth-quarter revenues increased almost 15% compared to the year-ago fourth quarter, which is encouraging in two respects," said Allen J. Lauer, Chairman and Chief Executive Officer. "The growth was truly global in nature, and it was fueled by continued good demand for our life science products coupled with stronger demand for products for industrial and chemical analysis applications."

Revenues for the fourth quarter of fiscal year 2003 were a record $238.6 million, representing an increase of 14.9% from the $207.7 million reported for the fourth quarter of fiscal year 2002. Pro forma net earnings were $15.5 million, or $0.44 pro forma diluted earnings per share, in the fourth quarter of fiscal year 2003, compared to $14.8 million, or $0.42 pro forma diluted earnings per share, in the fourth quarter of fiscal year 2002, excluding the items set forth in the attached Reconciliation. On a GAAP basis, net earnings in the fourth quarter of fiscal year 2003 were $11.8 million, or $0.34 diluted earnings per share, compared to $14.5 million, or $0.41 diluted earnings per share, in the fourth quarter of fiscal year 2002. The fourth quarter of fiscal year 2003 was a 14-week quarter compared to 13 weeks for the fourth quarter of fiscal year 2002.

During the fourth quarter of fiscal year 2003, the company incurred restructuring costs totaling $3.8 million, which was slightly higher than the anticipated range of $3.0 million to $3.5 million previously announced. These costs related to activities undertaken by the company in the Scientific Instruments and Vacuum Technologies segments which are expected to improve efficiency and more closely align employee skill sets to the company's evolving product mix. The fourth quarter of fiscal year 2003 also included costs of $1.1 million for settling a patent infringement suit related to the Vacuum Technologies segment.

Fiscal year 2003 revenues totaled a record $847.7 million, an increase of 8.7% compared to the $779.9 million reported for fiscal year 2002. Pro forma net earnings in fiscal year 2003 were $56.4 million, or $1.61 pro forma diluted earnings per share, compared to $53.5 million, or $1.53 pro forma diluted earnings per share, in fiscal year 2002, excluding the items set forth in the attached Reconciliation. On a GAAP basis, net earnings for fiscal year 2003 were $49.1 million, or $1.40 diluted earnings per share, compared to $51.6 million, or $1.48 diluted earnings per share, in fiscal year 2002.

Results by Segment

Scientific Instruments revenues for the fourth quarter of fiscal year 2003 were $156.8 million, representing a 16.5% increase over revenues of $134.6 million in the fourth quarter of the prior year. The segment's operating profit margin for the fourth quarter of fiscal year 2003 was 10.8% on a pro forma basis and 8.1% on a GAAP basis. For fiscal year 2003, segment revenues grew to $552.0 million, an increase of 11.8% over fiscal year 2002 sales of $493.9 million. Fiscal year 2003 operating profit margin was 10.9% on a pro forma basis and 9.4% on a GAAP basis.

"Scientific Instruments' strong performance was primarily driven by internal growth stemming from the multiple new instruments and consumable supplies it has introduced in its established product lines and in lines acquired over one year ago," said Lauer.

"It is also encouraging that industrial demand began to increase during the fourth quarter. Varian, Inc. is well positioned to take advantage of this improving environment since Scientific Instruments has continued to introduce new products for chemical analysis applications while still growing its life science-focused products. We anticipate that pro forma and GAAP operating margins for the first quarter of fiscal year 2004 will improve sequentially.

Vacuum Technologies revenues of $30.7 million rose 4.2% in the fourth quarter of fiscal year 2003 compared to revenues of $29.5 million in the fourth quarter of fiscal year 2002. Sequentially, revenues grew 7.4% in the fiscal 2003 fourth quarter over the fiscal 2003 third quarter. Segment revenues in fiscal year 2003 were $116.8 million, representing an increase of 5.1% over fiscal year 2002 revenues of $111.1 million. Vacuum Technologies' operating profit margin in the fourth quarter of fiscal 2003 was 12.4% on a pro forma basis and 7.9% on a GAAP basis. For fiscal year 2003, operating profit margin for the Vacuum Technologies segment was 12.8% on a pro forma basis and 11.2% on a GAAP basis.

"Vacuum Technologies revenues reached a two-year high in the fourth quarter supported by new strength in certain industrial applications," said Lauer. "While operating margins were lower than prior-year quarters, they increased sequentially from the third quarter. We anticipate that pro forma operating margins should continue to improve over the next few quarters."

Electronics Manufacturing revenues were $51.1 million in the fourth quarter of fiscal year 2003, up 17.3% from revenues of $43.6 million in the fourth quarter of fiscal year 2002. The pro forma and GAAP operating profit margin for Electronics Manufacturing was 10.9% in the fourth quarter of fiscal year 2003. Segment revenues increased to $178.9 million in fiscal year 2003, representing a 2.3% increase over fiscal year 2002 revenues of $174.9 million. Fiscal year 2003 operating profit margin was 11.9% on a pro forma basis and 11.6% on a GAAP basis.

"About $5 million in revenue growth during the quarter came from new customers obtained through the acquisition of the assets of Comtel Electronics, Inc. in the third quarter of fiscal year 2003," said Lauer. "The remaining increase reflects stronger demand from the business' established medical equipment, industrial, and communications customers. We expect pro forma and GAAP operating margins to be in the 10-11% range for the next few quarters."

Outlook

"Varian, Inc. is even more efficient and productive as a result of the restructuring activities undertaken during fiscal year 2003," said Lauer. "These efficiencies, when combined with the potential of our new products, should enable the company to take full advantage of any rebounding economic environment. During the fourth quarter, all of our businesses experienced some renewed demand from industrial applications, which is encouraging as we move into fiscal year 2004.

"As part of the company's continuing drive to improve profitability, a project has begun to combine three factories in Southern California into a center of excellence for our consumable supplies business. It is anticipated that this project will be completed during the fourth quarter of fiscal year 2004. While the project will result in one-time charges of approximately $4 million, mostly in the fourth quarter, it should have a positive effect on margins and profitability beginning in fiscal year 2005. About $2 million of the total costs will be non-cash charges."

For the first time, Varian, Inc. provided fiscal year 2004 earnings per share guidance. "Sales for the first quarter of fiscal year 2004 should increase over the year-ago quarter," said Lauer, "but be down sequentially from the fourth quarter of fiscal year 2003, which is our usual seasonal pattern. Then as fiscal year 2004 progresses, sales should move up sequentially quarter-by-quarter. Pro forma diluted earnings per share for the first quarter of fiscal year 2004 should be in the $0.38 to $0.41 range, and for the full fiscal year should improve between 10% and 15% over fiscal year 2003 pro forma diluted earnings per share of $1.61, excluding the items set forth in the attached Reconciliation. On a GAAP basis, diluted earnings per share for the first quarter of fiscal year 2004 should be in the $0.36 to $0.39 range, and for the full fiscal year 2004 should increase between 17% and 23% over the fiscal year 2003 GAAP diluted earnings per share of $1.40."

Varian, Inc. will be holding a conference call with securities analysts and investors later today, November 5, 2003, at 2:00 p.m. Pacific time. Interested investors are invited to listen to the call by going to www.varianinc.com and clicking on the Investors tab at the top of the screen.

Non-GAAP (Pro Forma) Financial Measures

In addition to financial measures prepared in accordance with generally accepted accounting principles (GAAP), this press release includes certain non-GAAP (pro forma) financial measures such as operating profit, operating margins, net earnings and diluted earnings per share. These non-GAAP financial measures exclude acquisition-related intangible amortization, restructuring costs, in-process R&D charges, costs to settle a patent infringement lawsuit, and acquisition transition costs. These items are excluded because they are not indicative of on-going business activities or normal operating costs.

We believe that these non-GAAP financial measures provide to investors meaningful supplemental information for use in further analyzing on a consistent basis the company's core operating results, especially when comparing those results to results for previous periods or forecasts. These non-GAAP financial measures also supplement what is used by management to measure and forecast financial results, to compare current period results to that of prior periods, to compare results against that of other companies, and in making financial and operating decisions. These non-GAAP financial measures may be different from those used by other companies and should not be considered to be a substitute for, or superior to, financial information prepared in accordance with GAAP.

To reconcile non-GAAP financial measures used in this press release to the most directly comparable GAAP financial measures, see the Reconciliations of GAAP to Pro Forma Results, Reconciliation of Unaudited Results of Operations and Reconciliation of Projected Results of Operations attached to this press release.

Caution Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended, including those relating to: anticipated future operating profit margins, anticipated restructuring costs in fiscal 2004, and anticipated diluted earnings per share for the first quarter of fiscal year 2004 and the full fiscal year. These forward-looking statements are based on management's current expectations, are not guarantees of future performance, and involve certain risks and uncertainties that could cause the company's actual results to differ materially from management's current expectations and the forward-looking statements made in this press release. Those risks and uncertainties include, but are not limited to, the following: whether we will succeed in new product development, commercialization, performance, and acceptance, particularly in life science applications; whether we can achieve continued growth in sales in life science applications; risks arising from the timing of shipments, installations, and the recognition of revenues on leading-edge NMR systems; whether we will see continued demand for vacuum products and for electronics manufacturing services; competitive products and pricing; economic conditions in the company's product and geographic markets; whether we will see continued and timely delivery of key raw materials and components by suppliers; foreign currency fluctuations that could adversely impact revenue growth and earnings; whether we will see sustained or improved market investment in capital equipment; whether we will be able to successfully integrate acquired businesses; whether we will see reduced demand from customers that operate in cyclical industries; whether government funding for research might decline; the actual cost of anticipated restructuring activities and their impact on future costs; and other risks detailed from time to time in the company's filings with the Securities and Exchange Commission. We disclaim any intent or obligation to update publicly any forward-looking statements, whether in response to new information, future events, or otherwise.


About Varian, Inc.

Varian, Inc. is a major supplier of scientific instruments, vacuum technologies, and specialized contract electronics manufacturing services. These businesses serve a broad range of life science and industrial customers worldwide. The company manufactures in 15 locations in North America, Europe, and the Pacific Rim and employs some 4,300 people. Varian, Inc. had fiscal year 2003 sales of $848 million. Additional information about Varian, Inc. is available at www.varianinc.com.

 


                    VARIAN, INC. AND SUBSIDIARY COMPANIES

       UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF QUARTERLY EARNINGS
               AND RECONCILIATION OF GAAP TO PRO FORMA RESULTS
                   (In thousands, except per share amounts)

                                   Fiscal Quarter Ended   Fiscal Quarter Ended
                                      October 3, 2003      September 27, 2002
                                      GAAP   Pro Forma      GAAP   Pro Forma

    Sales                           $238,648 $238,648     $207,654 $207,654
    Cost of sales                    149,437  149,437      127,182  127,182

    Gross profit                      89,211   89,211       80,472   80,472

    Operating expenses
    Sales and marketing               39,761   39,761       35,968   35,968
    Research and development          11,625   11,625       10,719   10,719
    General and administrative        19,448   13,827(1)    10,706   10,268(2)

    Total operating expenses          70,834   65,213       57,393   56,955

    Operating earnings                18,377   23,998       23,079   23,517
    Interest expense, net                164      164          467      467

    Earnings before income taxes      18,213   23,834       22,612   23,050
    Income tax expense                 6,374    8,321        8,140    8,298

    Net earnings                     $11,839  $15,513      $14,472  $14,752

    Net earnings per diluted share     $0.34    $0.44        $0.41    $0.42

    Diluted shares outstanding        35,207   35,207       35,118   35,118

     SUMMARY OF RECONCILING ITEMS:
     (1) Excludes $738 in acquisition-related intangible amortization, $3,783
         in restructuring costs and $1,100 in patent suit settlement costs.
     (2) Excludes $438 in acquisition-related intangible amortization.


                    VARIAN, INC. AND SUBSIDIARY COMPANIES

        UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF ANNUAL EARNINGS
               AND RECONCILIATION OF GAAP TO PRO FORMA RESULTS
                   (In thousands, except per share amounts)

                                     Fiscal Year Ended     Fiscal Year Ended
                                      October 3, 2003      September 27, 2002
                                     GAAP   Pro Forma      GAAP    Pro Forma

    Sales                          $847,739  $847,739    $779,893  $779,893
    Cost of sales                   525,893   525,424(1)  484,200   484,200

    Gross profit                    321,846   322,315     295,693   295,693

    Operating expenses
    Sales and marketing             144,089   144,089     132,304   132,304
    Research and development         45,653    45,653      39,918    39,918
    General and administrative       55,499    44,797(2)   39,509    37,948(3)
    Purchased in-process research
     and development                     --        --         890        --(4)

    Total operating expenses        245,241   234,539     212,621   210,170

    Operating earnings               76,605    87,776      83,072    85,523
    Interest expense, net               995       995       1,905     1,905

    Earnings before income taxes     75,610    86,781      81,167    83,618
    Income tax expense               26,463    30,373      29,540    30,102

    Net earnings                    $49,147   $56,408     $51,627   $53,516

    Net earnings per diluted share    $1.40     $1.61       $1.48     $1.53

    Diluted shares outstanding       35,057    35,057      34,928    34,928

     SUMMARY OF RECONCILING ITEMS:
     (1) Excludes $469 in acquisition transition costs.
     (2) Excludes $2,647 in acquisition-related intangible amortization,
         $6,918 in restructuring costs, $1,100 in patent suit settlement costs
         and $37 in acquisition transition costs.
     (3) Excludes $1,561 in acquisition-related intangible amortization.
     (4) Excludes $890 relating to a purchased in-process research and
         development charge.


                    VARIAN, INC. AND SUBSIDIARY COMPANIES

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

                                                    Oct. 3,     Sept. 27,
                                                     2003         2002

    ASSETS

    Current assets
    Cash and cash equivalents                       $135,791     $65,145
    Accounts receivable, net                         165,049     168,958
    Inventories                                      125,649     116,252
    Deferred taxes                                    26,464      30,644
    Other current assets                              17,788      16,084

    Total current assets                             470,741     397,083
    Property, plant, and equipment, net              120,088     105,871
    Goodwill                                         126,411     115,922
    Intangible assets, net                            16,762      12,153
    Other assets                                       3,050       3,575

    Total assets                                    $737,052    $634,604

    LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities
    Current portion of long-term debt                 $2,811      $3,321
    Accounts payable                                  61,209      52,086
    Deferred profit                                   14,385      20,952
    Accrued liabilities                              141,938     122,819

    Total current liabilities                        220,343     199,178
    Long-term debt                                    36,273      37,635
    Deferred taxes                                    12,454       8,191
    Other liabilities                                 10,413       9,879

    Total liabilities                                279,483     254,883

    Stockholders' equity
    Preferred stock-par value $.01,
     authorized-1,000 shares; issued-none                 --          --
    Common stock-par value $.01,
     authorized-99,000 shares; issued and
     outstanding-34,181 shares at Oct. 3, 2003
     and 33,951 shares at Sept. 27, 2002             252,630     251,904
    Retained earnings                                193,566     144,419
    Accumulated other comprehensive gain (loss)       11,373     (16,602)

    Total stockholders' equity                       457,569     379,721
    Total liabilities and stockholders' equity      $737,052    $634,604


                    VARIAN, INC. AND SUBSIDIARY COMPANIES

           UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                                (In thousands)

                                     Fiscal Quarter Ended   Fiscal Year Ended
                                      Oct. 3,  Sept. 27,    Oct. 3,  Sept. 27,
                                       2003       2002       2003      2002
    Cash flows from operating
     activities
    Net earnings                     $11,839    $14,472     $49,147   $51,627
    Adjustments to reconcile net
     earnings to net cash provided
     by operating activities:
      Depreciation and amortization    6,650      5,771      24,082    21,331
      Loss (gain) on disposition of
       property, plant, and equipment     31        213         (93)      307
      Purchased in-process research
       and development                    --         --          --       890
      Tax benefit from stock option
       exercises                         559      4,688       1,911     6,086
      Deferred taxes                   5,870        140       8,735    (1,554)
      Changes in assets and
       liabilities, excluding effects
       of acquisitions:
        Accounts receivable, net       3,542    (10,330)     17,628    (2,783)
        Inventories                    9,187      3,618       1,332     8,190
        Other current assets           4,010        355       6,595    (2,594)
        Other assets                     423       (103)        677     1,517
        Accounts payable                  33      5,034       5,351       869
        Deferred profit               (2,302)    (2,608)     (6,715)     (752)
        Accrued liabilities           (2,198)     6,381      12,629    (2,540)
        Other liabilities               (258)       (44)        318       (25)
    Net cash provided by operating
     activities                       37,386     27,587     121,597    80,569

    Cash flows from investing
     activities
    Proceeds from sale of property,
     plant, and equipment                115         71         588       463
    Purchase of property, plant, and
     equipment                       (11,095)    (6,357)    (26,656)  (21,598)
    Purchase of businesses, net of
     cash acquired                    (1,427)    (2,113)    (25,013)  (55,438)
    Net cash used in investing
     activities                      (12,407)    (8,399)    (51,081)  (76,573)

    Cash flows from financing
     activities
    Net repayment of debt             (2,823)      (562)     (2,707)   (6,019)
    Repurchase of common stock            --     (1,581)    (10,368)   (1,581)
    Issuance of common stock           3,584      3,784       9,184    10,739
    Net transfers to Varian Medical
     Systems, Inc.                      (162)      (529)       (901)   (2,882)
    Net cash provided by (used in)
     financing activities                599      1,112      (4,792)      257

    Effects of exchange rate changes
     on cash and cash equivalents       (925)      (336)      4,922     1,013
    Net increase in cash and cash
     equivalents                      24,653     19,964      70,646     5,266
    Cash and cash equivalents at
     beginning of period             111,138     45,181      65,145    59,879
    Cash and cash equivalents at
     end of period                  $135,791    $65,145    $135,791   $65,145


                    VARIAN, INC. AND SUBSIDIARY COMPANIES

              RECONCILIATION OF UNAUDITED RESULTS OF OPERATIONS
               (In millions, except margin and per share data)

                                     Fiscal Quarter Ended   Fiscal Year Ended
                                     Oct. 3,  Sept. 27,    Oct. 3,  Sept. 27,
                                      2003      2002        2003      2002

    TOTAL COMPANY
    Operating Profit
      U.S. GAAP as reported           $18.4     $23.1        $76.6    $83.1
      Pro forma adjustments:
        Acquisition-related
         intangible amortization        0.7       0.4          2.7      1.5
        Restructuring costs             3.8        --          6.9       --
        Patent suit settlement costs    1.1        --          1.1       --
        Acquisition transition costs     --        --          0.5       --
        In-process R&D charge            --        --           --      0.9
      Pro forma as presented          $24.0     $23.5        $87.8    $85.5

    Operating Margins
      U.S. GAAP as reported            7.7%     11.1%         9.0%    10.7%
      Pro forma adjustments:
        Acquisition-related intangible
         amortization                   0.3       0.2          0.4      0.2
        Restructuring costs             1.6        --          0.8       --
        Patent suit settlement costs    0.5        --          0.1       --
        Acquisition transition costs     --        --          0.1       --
        In-process R&D charge            --        --           --      0.1
      Pro forma as presented          10.1%     11.3%        10.4%    11.0%

    Net Earnings
      U.S. GAAP as reported           $11.8     $14.5        $49.1    $51.6
      Pro forma adjustments:
        Acquisition-related
         intangible amortization        0.5       0.3          1.8      1.0
        Restructuring costs             2.5        --          4.5       --
        Patent suit settlement costs    0.7        --          0.7       --
        Acquisition transition costs     --        --          0.3       --
        In-process R&D charge            --        --           --      0.9
      Pro forma as presented          $15.5     $14.8        $56.4    $53.5

    Diluted Earnings Per Share
      U.S. GAAP as reported           $0.34     $0.41        $1.40    $1.48
      Pro forma adjustments:
        Acquisition-related
         intangible amortization       0.01      0.01         0.05     0.03
        Restructuring costs            0.07        --         0.13       --
        Patent suit settlement costs   0.02        --         0.02       --
        Acquisition transition costs     --        --         0.01       --
        In-process R&D charge            --        --           --     0.02
      Pro forma as presented          $0.44     $0.42        $1.61    $1.53


                    VARIAN, INC. AND SUBSIDIARY COMPANIES

              RECONCILIATION OF UNAUDITED RESULTS OF OPERATIONS
                      (In millions, except margin data)

                                    Fiscal Quarter Ended  Fiscal Year Ended
                                     Oct. 3,   Sept. 27,  Oct. 3, Sept. 27,
                                      2003      2002       2003     2002

    SCIENTIFIC INSTRUMENTS SEGMENT
    Operating Profit
      U.S. GAAP as reported           $12.7     $14.4      $51.7    $54.4
      Pro forma adjustments:
        Acquisition-related
         intangible amortization        0.7       0.5        2.6      1.5
        Restructuring costs             3.5        --        5.7       --
        In-process R&D charge            --        --         --      0.9
      Pro forma as presented          $16.9     $14.9      $60.0    $56.8

    Operating Margins
      U.S. GAAP as reported            8.1%     10.7%       9.4%    11.0%
      Pro forma adjustments:
        Acquisition-related
         intangible amortization        0.5       0.3        0.5      0.3
        Restructuring costs             2.2        --        1.0       --
        In-process R&D charge            --        --         --      0.2
      Pro forma as presented          10.8%     11.0%      10.9%    11.5%

    VACUUM TECHNOLOGIES SEGMENT
    Operating Profit
      U.S. GAAP as reported            $2.4      $4.7      $13.0    $16.8
      Pro forma adjustments:
        Acquisition-related
         intangible amortization         --        --        0.1      0.1
        Restructuring costs             0.3        --        0.8       --
        Patent suit settlement costs    1.1        --        1.1       --
      Pro forma as presented           $3.8      $4.7      $15.0    $16.9

    Operating Margins
      U.S. GAAP as reported            7.9%     16.0%      11.2%    15.1%
      Pro forma adjustments:
        Acquisition-related
         intangible amortization         --        --        0.1      0.1
        Restructuring costs             0.9        --        0.7       --
        Patent suit settlement costs    3.6        --        0.8       --
      Pro forma as presented          12.4%     16.0%      12.8%    15.2%


                    VARIAN, INC. AND SUBSIDIARY COMPANIES

              RECONCILIATION OF UNAUDITED RESULTS OF OPERATIONS
                      (In millions, except margin data)

                                    Fiscal Quarter Ended  Fiscal Year Ended
                                     Oct. 3,  Sept. 27,  Oct. 3,  Sept. 27,
                                      2003      2002      2003      2002

    ELECTRONICS MANUFACTURING SEGMENT
    Operating Profit
      U.S. GAAP as reported            $5.6     $5.4      $20.8     $17.8
      Pro forma adjustment:
        Acquisition transition costs     --       --        0.5        --
      Pro forma as presented           $5.6     $5.4      $21.3     $17.8

    Operating Margins
      U.S. GAAP as reported           10.9%    12.5%      11.6%     10.2%
      Pro forma adjustment:
        Acquisition transition costs     --       --        0.3        --
      Pro forma as presented          10.9%    12.5%      11.9%     10.2%


                    VARIAN, INC. AND SUBSIDIARY COMPANIES

              RECONCILIATION OF PROJECTED RESULTS OF OPERATIONS

                                                Range of Projected Results

                                              Fiscal Quarter     Fiscal Year
                                                  Ending           Ending
                                             January 2, 2004   October 1, 2004

    TOTAL COMPANY
    Projected Diluted Earnings per Share
      Projected U.S. GAAP                      $0.36 - $0.39    $1.64 - $1.72
      Pro forma adjustments:
        Projected acquisition-related
         intangible amortization                   $0.01            $0.06
        Projected restructuring costs              $0.01            $0.07

      Projected pro forma                      $0.38 - $0.41    $1.77 - $1.85

# # #

Contact:

Laurie Alire of Varian, Inc.
+1-650-424-5225
laurie.alire@varianinc.com