Exhibit 99.2

VARIAN, INC. AND SUBSIDIARY COMPANIES

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

(In thousands)

	As of December 31, 2004
	Historical		Disposed Electronics Manufacturing Business			Other Pro Forma Adjustments			Pro Forma
ASSETS
Current assets
Cash and cash equivalents	$	189,540	$	—		$	195,000	(B)	$	335,346
							(49,400	)(B)
							206	(C)
Accounts receivable, net		174,993		(30,530	)(A)					144,463
Inventories		165,490		(37,783	)(A)					127,707
Deferred taxes		29,660		(1,098	)(A)					28,562
Other current assets		21,391		(494	)(A)		(591	)(C)		20,306
Total current assets		581,074		(69,905	)		145,215			656,384
Property, plant, and equipment, net		126,319		(22,901	)(A)					103,418
Goodwill		147,948		(2,102	)(A)					145,846
Intangible assets, net		33,492								33,492
Other assets		5,610								5,610
Total assets	$	894,443	$	(94,908	)	$	145,215		$	944,750
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt	$	6,959	$	—		$	—		$	6,959
Accounts payable		67,857		(16,560	)(A)		(385	)(C)		50,912
Deferred profit		11,719		(2	)(A)					11,717
Accrued liabilities		178,770		(3,523	)(A)		—			175,247
Total current liabilities		265,305		(20,085	)		(385	)		244,835
Long-term debt		28,750								28,750
Deferred taxes		10,191		(1,777	)(A)					8,414
Other liabilities		21,879								21,879
Total liabilities		326,125		(21,862	)		(385	)		303,878
Stockholders’ equity
Preferred stock		—								—
Common stock		261,819								261,819
Retained earnings		268,034		(73,046	)(A)		195,000	(B)		340,588
							(49,400	)(B)
Accumulated other comprehensive income		38,465								38,465
Total stockholders’ equity		568,318		(73,046	)		145,600			640,872
Total liabilities and stockholders’ equity	$	894,443	$	(94,908	)	$	145,215		$	944,750

See accompanying Notes to the Unaudited Pro Forma Consolidated Financial Statements.

VARIAN, INC. AND SUBSIDIARY COMPANIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS

(In thousands, except per share amounts)

	Fiscal Quarter Ended December 31, 2004
	Historical			Disposed Electronics Manufacturing Business			Other Pro Forma Adjustments			Pro Forma
Sales	$	235,859		$	(44,917	)(D)	$	—		$	190,942
Cost of sales		148,049			(38,631	)(D)					109,418
Gross profit		87,810			(6,286	)		—			81,524
Operating expenses
Sales and marketing		39,862			(118	)(D)					39,744
Research and development		12,840									12,840
General and administrative		16,053			(1,576	)(D)		541	(E)		15,018
Purchased in-process research and development		700									700
Total operating expenses		69,455			(1,694	)		541			68,302
Operating earnings		18,355			(4,592	)		(541	)		13,222
Interest income (expense)
Interest income		959									959
Interest expense		(571	)								(571	)
Total interest income, net		388			—			—			388
Earnings before income taxes		18,743			(4,592	)		(541	)		13,610
Income tax expense		3,805	(F)		(1,736	)(D)		(204	)(E)		1,865
Net earnings	$	14,938		$	(2,856	)	$	(337	)	$	11,745
Net earnings per share:
Basic	$	0.43								$	0.34
Diluted	$	0.42								$	0.33
Shares used in per share calculations:
Basic		34,965									34,965
Diluted		35,704									35,704

See accompanying Notes to the Unaudited Pro Forma Consolidated Financial Statements.

VARIAN, INC. AND SUBSIDIARY COMPANIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS

(In thousands, except per share amounts)

	Fiscal Year Ended October 1, 2004
	Historical			Disposed Electronics Manufacturing Business			Other Pro Forma Adjustments			Pro Forma
Sales	$	915,963		$	(191,523	)(D)	$	—		$	724,440
Cost of sales		568,746			(165,380	)(D)					403,366
Gross profit		347,217			(26,143	)		—			321,074
Operating expenses
Sales and marketing		157,323			(586	)(D)					156,737
Research and development		48,731									48,731
General and administrative		50,139			(4,798	)(D)		2,403	(E)		47,744
Purchased in-process research and development		101									101
Total operating expenses		256,294			(5,384	)		2,403			253,313
Operating earnings		90,923			(20,759	)		(2,403	)		67,761
Interest income (expense)
Interest income		3,055									3,055
Interest expense		(2,393	)								(2,393	)
Total interest income, net		662			—			—			662
Earnings before income taxes		91,585			(20,759	)		(2,403	)		68,423
Income tax expense		32,055			(8,051	)(D)		(932	)(E)		23,072
Net earnings	$	59,530		$	(12,708	)	$	(1,471	)	$	45,351
Net earnings per share:
Basic	$	1.72								$	1.31
Diluted	$	1.66								$	1.27
Shares used in per share calculations:
Basic		34,640									34,640
Diluted		35,773									35,773

See accompanying Notes to the Unaudited Pro Forma Consolidated Financial Statements.

VARIAN, INC. AND SUBSIDIARY COMPANIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS

(In thousands, except per share amounts)

	Fiscal Year Ended October 3, 2003
	Historical			Disposed Electronics Manufacturing Business			Other Pro Forma Adjustments			Pro Forma
Sales	$	847,739		$	(178,926	)(D)	$	—		$	668,813
Cost of sales		525,893			(150,292	)(D)					375,601
Gross profit		321,846			(28,634	)		—			293,212
Operating expenses
Sales and marketing		144,089			(1,235	)(D)					142,854
Research and development		45,653			—						45,653
General and administrative		55,499			(6,644	)(D)		2,055	(E)		50,910
Total operating expenses		245,241			(7,879	)		2,055			239,417
Operating earnings		76,605			(20,755	)		(2,055	)		53,795
Interest income (expense)
Interest income		1,495									1,495
Interest expense		(2,490	)								(2,490	)
Total interest expense, net		(995	)		—			—			(995	)
Earnings before income taxes		75,610			(20,755	)		(2,055	)		52,800
Income tax expense		26,463			(7,917	)(D)		(784	)(E)		17,762
Net earnings	$	49,147		$	(12,838	)	$	(1,271	)	$	35,038
Net earnings per share:
Basic	$	1.45								$	1.03
Diluted	$	1.40								$	1.00
Shares used in per share calculations:
Basic		33,929									33,929
Diluted		35,057									35,057

See accompanying Notes to the Unaudited Pro Forma Consolidated Financial Statements.

VARIAN, INC. AND SUBSIDIARY COMPANIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS

(In thousands, except per share amounts)

	Fiscal Year Ended September 27, 2002
	Historical			Disposed Electronics Manufacturing Business			Other Pro Forma Adjustments			Pro Forma
Sales	$	779,893		$	(174,890	)(D)	$	—		$	605,003
Cost of sales		484,200			(148,423	)(D)					335,777
Gross profit		295,693			(26,467	)		—			269,226
Operating expenses
Sales and marketing		132,304			(940	)(D)					131,364
Research and development		39,918									39,918
General and administrative		39,509			(7,727	)(D)		1,878	(E)		33,660
Purchased in-process research and development		890									890
Total operating expenses		212,621			(8,667	)		1,878			205,832
Operating earnings		83,072			(17,800	)		(1,878	)		63,394
Interest income (expense)
Interest income		992									992
Interest expense		(2,897	)								(2,897	)
Total interest expense, net		(1,905	)		—			—			(1,905	)
Earnings before income taxes		81,167			(17,800	)		(1,878	)		61,489
Income tax expense		29,540			(6,848	)(D)		(722	)(E)		21,970
Net earnings	$	51,627		$	(10,952	)	$	(1,156	)	$	39,519
Net earnings per share:
Basic	$	1.54								$	1.18
Diluted	$	1.48								$	1.13
Shares used in per share calculations:
Basic		33,578									33,578
Diluted		34,928									34,928

See accompanying Notes to the Unaudited Pro Forma Consolidated Financial Statements.

VARIAN, INC. AND SUBSIDIARY COMPANIES

NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

A. Represents the deletion of the historical balance sheet of the Company’s Electronics Manufacturing business (the “Business”), which was included in the historical consolidated balance sheet of Varian, Inc. as of December 31, 2004.

B. Under the terms of the Purchase Agreement, and as consideration for the sale of the assets of the Business, at the closing of the transactions contemplated by the Purchase Agreement, Jabil paid to the Company $195 million in cash (subject to a post-closing working capital adjustment), and assumed certain liabilities and obligations of the Business.

The following table sets forth the components of the estimated gain that will be recognized by the Company relating to the sale of the Business (in thousands):

Estimated proceeds from sale	$	195,000
Less: estimated transaction costs
Investment banking fees and expenses		2,100
Contingent employee payments		1,700
Professional fees and expenses		700
Closing-related fees and expenses		400
Total estimated transaction costs		4,900
Estimated proceeds before income taxes on sale		190,100
Less: estimated income taxes on sale		44,500
Estimated net proceeds from sale	$	145,600

The estimated proceeds from sale set forth above are subject to a working capital adjustment based upon the actual working capital of the Business at the time of sale. The estimated transaction costs set forth above are subject to change upon receipt of final actual cost information. The estimated income taxes on sale set forth above are subject to change depending upon the actual proceeds from sale, the actual tax basis of the Business at the time of sale, and the actual tax rate.

C. Represents the deletion of prepaid transaction costs and accrued transaction costs, as well as the addition of cash previously paid for transaction costs, relating to the sale of the Business that were included in the historical consolidated balance sheet of Varian, Inc. as of December 31, 2004.

D. Represents the deletion of the historical results of operations (including the related tax effect) of the Business, which were included in the historical consolidated results of operations of Varian, Inc. for the period presented.

E. Represents the addition of allocated general corporate expenses (including the related tax effect), which were included in the historical results of operations of the Business (see footnote (D) above) for the period presented.

F. During the fiscal quarter ended December 31, 2004, Varian, Inc. recorded a discrete, one-time reduction in income tax expense of approximately $3.0 million, which resulted from a change in the treatment of foreign tax credits under new U.S. law enacted during the quarter. This discrete item, which was included in the historical consolidated results of operations of Varian, Inc. for that period, was not attributable to the Business. As a result, none of this discrete item has been attributed to the disposed business or included in other pro forma adjustments.