-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pr4KdS/QnrXiMzWZHBrAc9/CBFfSeGkO3AEvr/ztXl6SUtFrgc6u5YginOjOqq0X 7Z+CEnhC9CUr+jGoeWz61Q== 0000891618-96-001625.txt : 19960812 0000891618-96-001625.hdr.sgml : 19960812 ACCESSION NUMBER: 0000891618-96-001625 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960628 FILED AS OF DATE: 19960809 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: VARIAN ASSOCIATES INC /DE/ CENTRAL INDEX KEY: 0000203527 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 942359345 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-07598 FILM NUMBER: 96606416 BUSINESS ADDRESS: STREET 1: 3100 HANSEN WAY STREET 2: MAIL STOP E 224 CITY: PALO ALTO STATE: CA ZIP: 94304-1030 BUSINESS PHONE: 4154934000 MAIL ADDRESS: STREET 1: 3100 HANSEN WAY STREET 2: MAIL STOP E 224 CITY: PALO ALTO STATE: CA ZIP: 94304-1030 FORMER COMPANY: FORMER CONFORMED NAME: VARIAN DELAWARE INC DATE OF NAME CHANGE: 19761123 10-Q 1 FORM 10-Q FOR THE PERIOD ENDED JUNE 28, 1996 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 28, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transistion period from _____ to _____ Commission File Number: 1-7598 Exact name of registrant as specified in its charter: VARIAN ASSOCIATES, INC. State or other jurisdiction of IRS Employer incorporation or organization: Identification No.: DELAWARE 94-2359345 Address of principal executive offices: 3050 Hansen Way, Palo Alto, California 94304-1000 Telephone No., including area code: (415) 493-4000 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 preceeding 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 _____ An index of exhibits filed with this Form 10-Q is located on page 14 Number of shares of Common Stock, par value $1 per share, outstanding as of the close of business on July 26, 1996: 31,069,000 shares. 2 PART 1. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS VARIAN ASSOCIATES, INC. AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF EARNINGS UNAUDITED
Third Quarter Ended Nine Months Ended -------------------- ------------------------ (Amounts in thousands June 28, June 30, June 28, June 30, except per share amounts) 1996 1995 1996 1995 - ---------------------------- -------- -------- ---------- ---------- SALES $417,098 $394,269 $1,185,948 $1,169,048 -------- -------- ---------- ---------- Operating Costs and Expenses Cost of sales 260,035 256,430 741,532 772,785 Research and development 28,052 24,055 79,847 66,104 Marketing 51,053 49,537 148,793 139,956 General and administrative 24,489 17,584 70,969 71,774 -------- -------- ---------- ---------- Total Operating Costs and Expenses 363,629 347,606 1,041,141 1,050,619 -------- -------- ---------- ---------- OPERATING EARNINGS 53,469 46,663 144,807 118,429 Interest expense, net 880 749 715 2,259 -------- -------- ---------- ---------- EARNINGS FROM CONTINUING OPERATIONS BEFORE TAXES 52,589 45,914 144,092 116,170 Taxes on earnings 18,210 16,987 51,150 42,985 -------- -------- ---------- ---------- EARNINGS FROM CONTINUING OPERATIONS $ 34,379 $ 28,927 $ 92,942 $ 73,185 Discontinued Operations - Net of Taxes -- 2,816 -- 9,000 -------- -------- ---------- ---------- NET EARNINGS $ 34,379 $ 31,743 $ 92,942 $ 82,185 ======== ======== ========== ========== Average Shares Outstanding Including Common Stock Equivalents 32,222 35,431 32,233 35,480 ======== ======== ========== ========== EARNINGS PER SHARE - FULLY DILUTED Continuing Operations $ 1.07 $ 0.82 $ 2.88 $ 2.06 Discontinued Operations -- 0.08 -- 0.26 -------- -------- ---------- ---------- NET EARNINGS PER SHARE $ 1.07 $ 0.90 $ 2.88 $ 2.32 ======== ======== ========== ========== Dividends Declared Per Share $ 0.08 $ 0.07 $ 0.23 $ 0.20 Order Backlog $ 645,694 $ 627,471
See accompanying notes to the consolidated financial statements -2- 3 VARIAN ASSOCIATES, INC. AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS UNAUDITED
June 28, September 29, (Dollars in thousands except par values) 1996 1995 - ---------------------------------------- ----------- ------------- ASSETS Current Assets Cash and cash equivalents $ 117,065 $ 122,728 Accounts receivable 340,846 346,330 Inventories Raw materials and parts 121,026 98,402 Work in process 63,993 52,616 Finished goods 33,021 20,684 ----------- ----------- Total Inventories 218,040 171,702 Other current assets 107,912 116,958 ----------- ----------- Total Current Assets 783,863 757,718 Property, Plant, and Equipment 468,452 431,303 Accumulated depreciation and amortization (259,202) (239,422) ----------- ----------- Net Property, Plant, and Equipment 209,250 191,881 Other Assets 58,404 54,183 ----------- ----------- TOTAL ASSETS $ 1,051,517 $ 1,003,782 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Notes payable $ 49,461 $ 1,755 Accounts payable - trade 78,037 82,851 Accrued expenses 256,228 316,419 Product warranty 50,289 48,076 Advance payments from customers 58,060 51,600 ----------- ----------- Total Current Liabilities 492,075 500,701 Long-Term Accrued Expenses 27,361 29,026 Long-Term Debt 60,258 60,329 Deferred Taxes 19,321 18,797 ----------- ----------- Total Liabilities 599,015 608,853 ----------- ----------- Stockholders' Equity Preferred stock Authorized 1,000,000 shares, par value $1, issued none -- -- Common stock Authorized 99,000,000 shares, par value $1, issued and outstanding 31,091,000 shares at June 28, 1996 and 31,052,000 shares at September 29, 1995 31,091 31,052 Retained earnings 421,411 363,877 ----------- ----------- Total Stockholders' Equity 452,502 394,929 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,051,517 $ 1,003,782 =========== ===========
See accompanying notes to the consolidated financial statements. -3- 4 VARIAN ASSOCIATES, INC. AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED
For the Nine Months Ended ------------------------- June 28, June 30, (Dollars in thousands) 1996 1995 - ---------------------- --------- -------- OPERATING ACTIVITIES Net Cash Provided by Operating Activities $ 35,692 $ 68,659 INVESTING ACTIVITIES Purchase of property, plant, and equipment (49,193) (40,551) Purchase of businesses, net of cash acquired (2,550) (12,705) Other, net (3,674) 6,313 --------- -------- Net Cash Used by Investing Activities (55,417) (46,943) FINANCING ACTIVITIES Net borrowings on short-term obligations 47,706 28,152 Proceeds from common stock issued to employees 26,528 22,582 Purchase of common stock (54,733) (51,719) Other, net (7,236) (6,838) --------- -------- Net Cash Provided/(Used) by Financing Activities 12,265 (7,823) EFFECTS OF EXCHANGE RATE CHANGES ON CASH 1,797 (2,645) --------- -------- Net (Decrease)/Increase in Cash and Cash Equivalents (5,663) 11,248 Cash and Cash Equivalents at Beginning of Period 122,728 78,872 --------- -------- Cash and Cash Equivalents at End of Period $ 117,065 $ 90,120 ========= ========
See accompanying notes to the consolidated financial statements. -4- 5 Varian Associates, Inc. and Subsidiary Companies Notes to the Consolidated Financial Statements Unaudited (Dollars in Millions) NOTE 1: The consolidated financial statements include the accounts of Varian Associates, Inc. and its subsidiaries and have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's latest Form 10-K annual report. In the opinion of management, the 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 third quarter and nine months ended June 28, 1996, and June 30, 1995, are not necessarily indicative of the results to be expected for a full year or for any other periods. NOTE 2: Inventories are valued at the lower of cost or market (net realizable value) using the last-in, first-out (LIFO) cost for the U.S. inventories of the Health Care Systems (except for X-ray Tube Products), Instruments, and Semiconductor Equipment segments. All other inventories are valued principally at average cost. If the first-in, first-out (FIFO) method had been used for those operations valuing inventories on a LIFO basis, inventories would have been higher than reported by $48.7 at June 28, 1996, $45.6 at September 29, 1995, $50.2 at June 30, 1995, and $49.0 at September 30, 1994. NOTE 3: The Company enters into forward exchange contracts to mitigate the effects of operational (sales orders and purchase commitments) and balance sheet exposures to fluctuations in foreign currency exchange rates. When the Company's foreign exchange contracts hedge operational exposure, the effects of movements in currency exchange rates on these instruments are recognized in income when the related revenue and expenses are recognized. When foreign exchange contracts hedge balance sheet exposure, such effects are recognized in income when the exchange rate changes. Because the impact of movements in currency exchange rates on foreign exchange contracts generally offsets the related impact on the 5 6 Notes to the Consolidated Financial Statements (Continued) NOTE 3 (Continued) underlying items being hedged, these instruments do not subject the Company to risk that would otherwise result from changes in currency exchange rates. At June 28, 1996, the Company had forward exchange contracts with maturities of twelve months or less to sell foreign currencies totaling $61.9 million ($16.1 million of Canadian dollars, $14.7 million of French francs, $12.8 million of Japanese yen, $7.5 million of Italian lira, $5.7 million of British pounds, $2.4 million of Deutsche marks, $1.6 million of Dutch gilders, and $1.1 million of Belgium francs) and to buy foreign currencies totaling $10.3 million ($6.0 million of British pounds, $2.0 million of Australian dollars, $1.3 million of Swiss francs, $0.7 million of Japanese yen, and $0.3 million of Swedish krona). NOTE 4: In February 1990, a purported class action was brought by Panache Broadcasting of Pennsylvania, Inc. on behalf of all purchasers of electron tubes in the U.S. against the Company and a joint-venture partner, alleging that the activities of their joint venture in the power-grid tube industry violated antitrust laws. The complaint seeks injunctive relief and unspecified damages, which may be trebled under the antitrust laws. In February 1993, the U.S. District Court in Chicago granted in part and denied in part the Company's motion to dismiss the complaint. Panache Broadcasting filed an amended complaint in March 1993. In October 1995, the Court affirmed a federal Magistrate's recommendation to grant in part and deny in part the Company's motion to dismiss the amended complaint. Also in October 1995, the Magistrate recommended denial of plaintiff's request to certify the purported class and recommended certification of a different and narrower class than that defined by plaintiff. The Company is appealing that proposed class certification to the District Court, and believes that it has meritorious defenses to the Panache lawsuit. In addition to the above-referenced matter, the Company is currently a defendant in a number of legal actions and could incur an uninsured liability in one or more of them. In the opinion of management, the outcome of the above litigation will not have a material adverse effect on the financial condition of the Company. The Company has also been named by the U.S. Environmental Protection Agency or third parties as a potentially responsible party under the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, at eight sites to which Varian is alleged to have shipped manufacturing waste for recycling or disposal. The Company is also involved in various stages of environmental investigation and/or remediation under the direction of, or in 6 7 Notes to the Consolidated Financial Statements (Continued) NOTE 4 (Continued) consultation with, federal, state, and/or local agencies at certain current or former Company facilities. Uncertainty as to (a) the extent to which the Company caused, if at all, the conditions being investigated, (b) the extent of environmental contamination and risks, (c) the applicability of changing and complex environmental laws, (d) the number and financial viability of other potentially responsible parties, (e) the stage of the investigation and/or remediation, (f) the unpredictability of investigation and/or remediation costs (including as to when they will be incurred), (g) applicable clean-up standards,(h) the remediation (if any) that will ultimately be required, and (i) available technology make it difficult to assess the likelihood and scope of further investigation or remediation activities or to estimate the future costs of such activities if undertaken. Nevertheless, the Company continues to estimate the amounts of these future costs in periodically establishing reserves, based partly on progress made in determining the magnitude of such costs, experience gained from sites on which remediation is ongoing or has been completed, and the timing and extent of remedial actions required by the applicable governmental authorities. As of June 28, 1996, the Company estimated that the present value of the Company's future exposure for environmental related investigation and remediation expenditures, including operating and maintenance costs, ranged from approximately $33.2 million to $56.0 million. The time frame over which the Company expects to incur such costs varies with each site, ranging up to 30 years. Management believes that no amount in the foregoing range of estimated future costs is more probable of being incurred than any other amount in such range and therefore has accrued $33.2 million in estimated environmental costs at June 28, 1996. Although any ultimate liability arising from an environmental related matter described herein 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 condition, the likelihood of such occurrence is considered remote. Based on information currently available to management and its best assessment of the ultimate amount and timing of environmental related events, management believes that the costs of these environmental related matters are not reasonably likely to have a material adverse effect on the financial condition of the Company. The Company evaluates its liability for environmental related investigation and remediation in light of the liability and financial wherewithal of potentially responsible parties and insurance companies with respect to which the Company believes that it has rights to contribution, indemnity and/or reimbursement. 7 8 Notes to the Consolidated Financial Statements (Continued) NOTE 4: (Continued) Claims for recovery of environmental investigation and remediation costs already incurred and to be incurred in the future have been asserted against various insurance companies and other third parties. In 1992, the Company filed a lawsuit against 36 insurance companies with respect to most of the above-referenced sites. The Company received certain settlements during 1995 and 1996 and has a $6.1 million receivable in Other Current Assets at June 28, 1996. 8 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations On July 18, 1996, the Company reported record earnings for the third quarter of fiscal 1996. Net profits for the quarter rose to $34.4 million up 19% from last year's $28.9 million. Earnings per share from continuing operations of $1.07 were up 30% from the $0.82 per share in the third quarter of 1995. Third-quarter orders of $350 million were below 1995's $357 million. Sales of $417 million grew 6% over last year's $394 million, but rose 10% over the prior year after adjusting for the effect of distribution agreement with Tokyo Electron Ltd. (TEL) which was terminated at the close of 1994. Backlog of $646 million rose 3% from the year-ago's $627 million. For the first nine months of fiscal 1996, earnings from continuing operations were $92.9 million, a 27% increase over the prior year's $73.2 million. Earnings per share from continuing operations of $2.88 were 40% ahead of 1995's $2.06 for the year to date. Orders rose 4%, reaching $1.216 billion versus 1995's $1.167 billion. Sales of $1.186 billion were marginally above the prior year's $1.169 billion, but increased 10% when adjusted for the termination of the TEL distribution agreement. The higher sales and earnings for the year to date reflect double-digit orders growth and improved profit margins in the Semiconductor Equipment and Instruments businesses, which more than compensated for a decline in Health Care Systems' results. All three of the Company's businesses experienced strong international demand for products and services, with over 50% of orders for both the quarter and the first nine months coming from markets outside the U.S. Year-to-date orders for the Company's Semiconductor Equipment business grew 10% over the year-ago period, despite a 9% decline in the third quarter. Sales for the nine months rose 20% when adjusted for the previously mentioned TEL distribution agreement. Operating margins for this business improved and backlog rose 18% over the year-ago's level. The widely reported slowdown in the semiconductor industry has prompted a long anticipated leveling off in the strong demand experienced by equipment suppliers over the past two years. The Company continued to enjoy reasonably good business levels, particularly for systems which can reduce chipmakers' overall production costs or help them achieve the next level of chip sophistication. Orders were received from all geographic regions, with particular strength in the U.S. and areas of the Far East such as Korea. Orders for the Health Care Systems business exceeded the $100 million mark for the thirteenth consecutive quarter, while falling 3% below 1995 levels for the quarter and 7% below for the year to date. Sales rose to $118 million from $114 million in the year-ago quarter but fell 4% below last year's first nine months. Backlog was essentially the same as in the 1995 period, while operating margins were moderately lower. International demand for Health Care Systems' products continued to be strong. However, because offshore activities account for a smaller portion of the total, that strength did not offset the effects of softer demand in the U.S. due to managed-care and 9 10 Management's Discussion And Analysis (Continued) related continuing cost containment efforts. The X-ray tube side of this business performed reasonably well despite the difficult industry conditions. To meet the growing overseas demand for its health care products, the Company continues to develop and broaden international distribution, especially in Europe and the Far East. The Company is addressing the turmoil in the U.S. market with new ancillary products which build on its extensive installed base of radiation therapy systems. Nine-month orders for the Instruments business were up 17% compared to the 1995 period. Year-to-date sales rose 12%, and were up 19% in the third quarter to a record $120 million. Backlog grew significantly, and margins nearly doubled from the prior year's level. Instruments business performance was driven by the ability of these operations to take advantage of improving market conditions as well as the demand for several new products which have been introduced over the last year. FINANCIAL CONDITION The Company's financial condition remained strong during the first nine months of fiscal 1996. Operating activities provided cash of $35.7 million in the first nine months of fiscal 1996 and provided $68.7 million in the same period last year. Investing activities in the first nine months of fiscal 1996 used $55.4 million, $49.2 million for the purchase of property, plant and equipment. Investing activities in the same period last year used $46.9 million, $12.7 million for the purchase of businesses and $40.6 million for the purchase of property, plant and equipment. Financing activities provided $12.3 million during the nine months of 1996 and used $7.8 million during the same period last year. Total debt as a percentage of total capital increased to 19.5% at the end of the third quarter of fiscal 1996 as compared with 13.6% at fiscal year end. The ratio of current assets to current liabilities increased to 1.59 to 1 at June 28, 1996, from 1.51 to 1 at fiscal year end, 1995. The Company has available $50 million in unused committed lines of credit. OUTLOOK Except for historical information, this discussion contains forward looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include: product demand and market acceptance risks; the effect of general economic conditions and foreign currency fluctuations; the impact of competitive products and pricing; new product development and commercialization; the impact of slower growth in worldwide semiconductor demand; the effect of the continuing shift in growth from domestic to international health care customers, and the impact of managed-care initiatives in the United States; the continued improvement of the various instruments markets the company serves; the ability to hire and retain sufficient qualified personnel; the ability to increase operating margins on higher sales; and other risks detailed from time to time in the Company's filings with the U.S. Securities and Exchange Commission. 10 11 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors of Varian Associates, Inc.: We have reviewed the consolidated balance sheets of Varian Associates, Inc. and subsidiary companies as of June 28, 1996 and June 30, 1995, and the related consolidated statements of earnings for the quarters and nine months ended June 28, 1996 and June 30, 1995, and the condensed consolidated statements of cash flows for the nine months ended June 28, 1996 and June 30, 1995. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the aforementioned financial statements for them to be in conformity with generally accepted accounting principles. /s/ Coopers & Lybrand L.L.P. ------------------------------ COOPERS & LYBRAND L.L.P. San Jose, California July 17, 1996 11 12 Part II. Other Information Item 6 Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit 11 Computation of Earnings Per Share. Exhibit 15 Letter Regarding Unaudited Interim Financial Information. Exhibit 27 Financial Data Schedule (EDGAR filing only) (b) Reports on Form 8-K: There were no reports on Form 8-K filed for the third quarter ended June 28, 1996. 12 13 SIGNATURE 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. VARIAN ASSOCIATES, INC. ----------------------- Registrant August 8, 1996 ----------------------- Date /s/ Wayne P. Somrak ----------------------- Wayne P. Somrak Vice President and Controller (Chief Accounting Officer) 13 14 INDEX OF EXHIBITS Exhibit Number Page - ------- ---- 11 Computation of Earnings Per Share 15 15 Letter Regarding Unaudited Interim Financial Information 16 27 Financial Data Schedule (EDGAR filing only) - 14 EX-11 2 COMPUTATION OF EARNINGS PER SHARE 1 EXHIBIT 11 COMPUTATION OF EARNINGS PER SHARE IN ACCORDANCE WITH INTERPRETIVE RELEASE NO. 34-9083 UNAUDITED
THIRD QUARTER ENDED NINE MONTHS ENDED JUNE 28, JUNE 30, JUNE 28, JUNE 30, (SHARES IN THOUSANDS) 1996 1995 1996 1995 - --------------------- -------- ------- ------- ------- Actual weighted average shares outstanding for the period 31,083 33,894 31,083 33,854 Dilutive employee stock options 1,139 1,537 1,150 1,626 -------- ------- ------- ------- Weighted average shares outstanding for the period 32,222 35,431 32,233 35,480 ======== ======= ======= ======= (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - ------------------------------------------------ Earnings from continuing operations 34,379 28,927 92,942 73,185 Earnings from discontinued operations -- 2,816 -- 9,000 -------- ------- ------- ------- Earnings applicable to fully diluted earnings per share $ 34,379 $31,743 $92,942 $82,185 ======== ======= ======= ======= Earnings per share based on SEC interpretive release No. 34-9083: Earnings from continuing operations 1.07 0.82 2.88 2.06 Earnings from discontinued operations -- 0.08 -- 0.26 ------- ------- ------- -------- Earnings per share - Fully Diluted (1) $ 1.07 $ 0.90 $ 2.88 $ 2.32 ======= ======= ======= ========
(1) There is no significant difference between fully diluted earnings per share and primary earnings per share. -15- EX-15 3 LETTER REGARDING INTERIM FINANCIAL INFORMATION 1 EXHIBIT 15 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 RE: Varian Associates, Inc. Registrations on Forms S-8 and S-3 We are aware that our report dated July 17, 1996 on our review of the interim financial information of Varian Associates, Inc. for the three-month and nine month periods ended June 28, 1996 and June 30, 1995 and included in this Form 10-Q is incorporated by reference in the Company's registration statements on Forms S-8, Registration Statement Numbers 33-46000, 33-33661, 33-33660, and 2-95139 and Forms S-8 and S-3, Registration Statement Number 33-40460. Pursuant to Rule 436(c) under the Securities Act of 1933 this report should not be considered a part of the registration statements prepared or certified by us within the meaning of Sections 7 and 11 of that Act. /s/ Coopers & Lybrand L.L.P. ----------------------------- Coopers & Lybrand L.L.P San Jose, California August 8, 1996 16 EX-27 4 FINANCIAL DATA SCHEDULE
5 1,000 9-MOS SEP-27-1996 SEP-30-1995 JUN-28-1996 117,065 0 343,190 2,344 218,040 783,863 468,452 259,202 1,051,517 492,075 0 0 0 31,091 421,411 1,051,517 1,185,948 1,185,948 741,532 1,041,141 0 0 715 144,092 51,150 92,942 0 0 0 92,942 0 2.88
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