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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended September 29, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
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
(415) 493-4000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
Common Stock, New York Stock Exchange
$1 par value Pacific Stock Exchange
Preferred Stock New York Stock Exchange
Purchase Rights Pacific Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
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 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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
The aggregate market value of the Registrant's voting stock held by
non-affiliates as of December 1, 1995 was $1,490,292,000.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of December 1, 1995: 31,420,000 shares of $1 par value common
stock.
An index of exhibits filed with this Form 10-K is located on pages 16 through
17.
DOCUMENTS INCORPORATED BY REFERENCE:
DOCUMENT DESCRIPTION 10-K PART
- -------------------- ---------
Certain sections, identified by caption and page number, of the
Registrant's Annual Report to Stockholders for the fiscal year ended
September 29, 1995 (the "Annual Report") ....................................... I, II, IV
Certain sections, identified by caption, of the Proxy Statement for the
Registrant's 1996 Annual Meeting of Stockholders (the "Proxy Statement")........ III
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PART I
Item 1. Business
Varian Associates, Inc. together with its subsidiaries (hereinafter referred to
as the "Company" or the "Registrant") is a high-technology enterprise which was
founded in 1948. It is engaged in the research, development, manufacture, and
marketing of products and services for the fields of health care, industrial
production, scientific and industrial research, and environmental monitoring.
The Company's principal products are health care systems, analytical
instruments, and semiconductor production equipment. Its foreign subsidiaries
engage in some of the aforementioned businesses and market the Company's
products outside the United States. As of September 29, 1995, the Company
employed approximately 6,900 people worldwide.
The Company sells its products throughout the world and has 34 field sales
offices in the U.S. and 53 sales offices in other countries. In general, its
markets are quite competitive, characterized by the application of advanced
technology and by the development of new products and applications. Many of the
Company's competitors are large, well-known manufacturers, and no reliable
information is generally available on their sales of similar products.
There were no material changes in the kinds of products produced or in the
methods of distribution since the beginning of the fiscal year other than the
completion of the sale of the Electron Devices business as described under the
caption "Discontinued Operation" on page 32 of the Annual Report, which
information is incorporated herein by reference. The Company anticipates
adequate availability of raw materials.
The Company's sales to customers outside of the U.S. for 1995 were $797 million.
The profitability of such sales is subject to greater fluctuation than U.S.
sales because of generally higher marketing costs and changes in the relative
value of currencies. Additional information concerning the method of accounting
for the Company's foreign currency translation is set forth under the caption
"Foreign Currency Translation" on page 24 of the Annual Report, which
information is incorporated herein by reference.
The Company's operations are grouped into three segments. These segments, their
products, and the markets they serve are described in the following paragraphs.
The Health Care Systems business manufactures and markets linear accelerators,
simulators for planning cancer treatments, brachytherapy systems and data
management systems for radiation oncology centers. It also designs and
manufactures a wide range of X-ray generating tubes for the medical diagnostic
imaging market worldwide. Linear accelerators are used in cancer therapy and for
industrial radiographic applications. The Company's leading CLINAC(R) series of
medical linear accelerators, marketed to hospitals and clinics worldwide,
generates therapeutic X-rays and electron beams for cancer treatment.
LINATRON(R) linear accelerators are used in industrial applications to X-ray
heavy metallic structures for quality control. The Company is active in four
primary medical X-ray imaging market segments: CT scanner; diagnostic
radiographic/fluoroscopic; special procedures; and mammography. Backlog for the
Health Care Systems business amounted to $293 million and $281 million in fiscal
1995 and 1994, respectively.
The Instruments business manufactures, sells, and services a variety of
scientific instruments for analyzing chemical substances including metals,
inorganic materials, organic compounds, polymers, natural substances, and
biochemicals. The products include liquid and gas
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Item 1. (continued)
chromatographs, gas chromatograph/mass spectrometers, NMR spectrometers,
ultraviolet visible near infrared spectrometers, atomic absorption
spectrometers, inductively coupled plasma spectrometers, inductively coupled
plasma/mass spectrometers, data systems, and small, disposable tools used to
prepare chemical samples for analysis. Typical applications are biochemical and
organic chemical research, measurement of the chemical composition of mixtures,
studies of the chemical structure of pure compounds, quality control of
manufactured materials, chemical analysis of natural products, and environmental
monitoring and measurement. The major markets served are environmental
laboratories; pharmaceutical and chemical industries; chemical, life science,
and academic research; government laboratories; and specific areas of the health
care industry. The Instruments business includes a facility located in Tempe,
Arizona, that fabricates circuit boards and sub-assemblies for customers inside
and outside the Company. This facility was formerly a part of the Electron
Devices business which was sold as of August 11, 1995. Backlog for the
Instruments business amounted to $111 million and $97 million in fiscal 1995 and
1994, respectively.
The Company's Semiconductor Equipment business manufactures processing systems
which are essential to making integrated circuits. A world leader in the
development, manufacture, and application of ion implantation and sputtercoating
systems, Varian equipment is operating in every major wafer fabrication facility
in the world, and its latest models are being used to develop tomorrow's
state-of-the-art devices. Backlog for this business amounted to $248 million and
$245 million in fiscal 1995 and 1994, respectively. The discontinuance of the
semiconductor equipment distribution agreement with Tokyo Electron Limited in
the U.S. and Europe was completed effective September 30, 1994.
Additional information regarding the Company's lines of business and
international operations are incorporated herein by reference from the
information provided under the captions "Industry Segments" and "Geographic
Segments" on pages 32-33 of the Annual Report.
The Company maintains in-house patent attorneys, holds numerous patents in the
United States and in other countries, and has many patent applications pending
in the U.S. and in other countries. The Company considers the development of
patents through creative research and the maintenance of an active patent
program to be advantageous in the conduct of its business, but does not regard
the holding of patents as essential to its operations. The Company grants
licenses to reliable manufacturers on various terms and cross-licensing
arrangements with other parties. Information regarding the Company's research
and development costs is incorporated herein by reference from the information
provided under the caption "Research and Development" on pages 25-26 of the
Annual Report.
The Company's operations are subject to various federal, state, and/or local
laws regulating the discharge of materials to the environment or otherwise
relating to the protection of the environment. The Company is also involved in
various stages of environmental investigation and/or remediation under the
direction of or in consultation with federal, state, and/or local agencies at
certain current or former Company facilities (see the information provided under
the captions "Management's Discussion and Analysis" and "Contingencies" on pages
17-19 and 30-32 , respectively, of the Annual Report, which information is
incorporated herein by reference). The Company has established reserves for
these matters, which reserves management believes are adequate. Based on
information currently available, management believes that the Company's
compliance with laws which have been adopted regulating the discharge of
materials to the environment or relating to the protection of the environment is
otherwise not reasonably
3
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Item 1. (continued)
likely to have a material adverse effect on the capital expenditures, earnings
or competitive position of the Company. Also, estimated capital expenditures for
environmental control facilities are not expected to be material in fiscal 1996,
nor are they expected to be material in fiscal 1997.
Executive Officers of the Registrant
The following table sets forth the names and ages of the Registrant's executive
officers, together with positions and offices held within the last five years by
such executive officers. Officers are appointed to serve until the meeting of
the Board of Directors following the next Annual Meeting of Stockholders and
until their successors have been elected and have qualified. Ages are as of
December 18, 1995.
Name Age Position Term
- ---- --- -------- ----
J. Tracy O'Rourke (Director) 60 Chairman of the Board and Chief Executive 1990-Present
Officer
Richard A. Aurelio 51 Executive Vice President 1992-Present
President, Semiconductor Equipment 1991-1992
Executive Vice President, ASM Lithography (a 1987-1991
semiconductor manufacturing company)
Allen J. Lauer 58 Executive Vice President 1990-Present
Richard M. Levy 57 Executive Vice President 1990-Present
Timothy E. Guertin 46 Corporate Vice President 1992-Present
President, Medical Equipment 1990-Present
Robert A. Lemos 54 Vice President, Finance and Chief Financial 1986-Present
Officer
Treasurer 1995-Present
Joseph B. Phair 48 Secretary 1991-Present
Vice President and General Counsel 1990-Present
Wayne P. Somrak 50 Vice President 1991-Present
Treasurer 1995
Controller 1985-1994,
1995-Present
There is no family relationship between any of the executive officers.
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Item 2. Properties
The Company's executive offices and principal research and manufacturing
facilities are located in Palo Alto, California, on 55 acres of land held under
leaseholds which expire in the years 2012 through 2058. These facilities are
owned by the Company, and provide floor space totaling 735,400 square feet. The
following is a summary of the Company's properties at September 29, 1995:
Land (Acres) Buildings (000's Sq. Ft.)
------------ -------------------------
Owned Leased Owned Leased
----- ------ ----- ------
United States 102 55 1,556 475
International 24 - 312 325
--- -- ----- ---
126 55 1,868 800
=== == ===== ===
Utilization of facilities by segment is shown in the following table:
Buildings (000's Sq. Ft.)
=======================================================
Manufacturing, Administrative
and Research & Development
-----------------------------
Marketing
U.S. Non-U.S. Total and Service Total
---- -------- ----- ----------- -----
Health Care Systems 487 52 539 163 702
Instruments 397 197 594 357 951
Semiconductor Equipment 349 52 401 148 549
Other Operations 50 - 50 - 50
----- --- ----- --- -----
Total Operations 1,283 301 1,584 668 2,252
===== === ===== ===
Other 416
-----
Total 2,668
=====
Other Operations includes manufacturing support.
The capacity of these facilities is sufficient to meet current demand. The
Company owns substantially all of the machinery and equipment in use in its
plants. It is the Company's policy to maintain its plants and equipment in
excellent condition and at a high level of efficiency.
5
6
Item 2. (continued)
Manufacturing sites by geographical location are as follows:
Health Care Systems California, Illinois, South Carolina, Utah,
England, Finland, France, Switzerland
Instruments California, Massachusetts, Arizona,
Australia, Italy
Semiconductor Equipment California, Massachusetts, Korea
Company-owned and staffed sales offices throughout the world are located in
North and South America: Brazil, Canada, Mexico, United States; Europe:
Austria, Belgium, Denmark, France, Italy, the Netherlands, Spain, Sweden,
Switzerland, Finland, England, Germany; and Pacific Basin: Australia, People's
Republic of China, Hong Kong, India, Japan, Korea, Singapore, Taiwan.
Item 3. Legal Proceedings
Information required by this Item is incorporated herein by reference from the
information provided under the caption "Contingencies" on pages 30-32 of the
Annual Report.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
The information required by this Item is incorporated herein by reference from
the information provided under the caption "Common Stock Prices (Unaudited)" on
page 34 of the Annual Report, and the information provided under the caption
"Long-Term Debt" on page 27 of the Annual Report.
The Company's common stock is listed on the New York and Pacific Stock Exchanges
under the trading symbol VAR.
There were 6,083 holders of record of the Company's common stock on December 1,
1995.
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ITEM 6. SELECTED FINANCIAL DATA
FISCAL YEARS
- --------------------------------------------------------------------------------------------
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS) 1995 1994 1993 1992 1991
- --------------------------------------------------------------------------------------------
SUMMARY OF OPERATIONS
Sales $1575.7 1313.4 1061.9 1025.2 1055.3
------- ------ ------ ------ ------
Earnings from Continuing Operations
before Taxes $ 165.3 109.1 60.1 59.3 70.1
Taxes on earnings $ 59.5 41.5 22.8 22.6 26.6
------- ------ ------ ------ ------
Earnings from Continuing Operations $ 105.8 67.6 37.3 36.7 43.5
Earnings from Discontinued Operations,
Net of Taxes $ 33.5 11.8 8.5 1.9 14.0
------- ------ ------ ------ ------
Earnings (Loss) before Cumulative Effect of
Change in Accounting for Income Taxes 139.3 79.4 45.8 38.6 57.5
Cumulative Effect of Accounting Change $ - - - - (7.8)
------- ------ ------ ------ ------
NET EARNINGS $ 139.3 79.4 45.8 38.6 49.7
======= ====== ====== ====== ======
EARNINGS PER SHARE - FULLY DILUTED
Earnings Continuing Operations $ 3.01 1.90 1.03 0.97 1.11
Earnings Discontinued Operations $ 0.95 0.32 0.23 0.05 0.36
------- ------ ------ ------ ------
Earnings Per Share Before Cumulative Effect
of Change in Accounting for Income Taxes $ 3.96 2.22 1.26 1.02 1.47
Cumulative Effect of Accounting Change $ - - - - (0.20)
------- ------ ------ ------ ------
Net Earnings Per Share $ 3.96 2.22 1.26 1.02 1.27
======= ====== ====== ====== ======
DIVIDENDS DECLARED PER SHARE $ 0.270 0.230 0.195 0.175 0.153
======= ====== ====== ====== ======
FINANCIAL POSITION AT YEAR END
TOTAL ASSETS $1003.8 962.4 878.7 878.7 869.8
Long-term debt (excluding current portion) $ 60.3 60.4 60.5 49.7 68.0
Note: Certain amounts in prior years have been restated to reflect discontinued
operations.
This selected financial data should be read in conjunction with the
related consolidated financial statements and notes thereto, incorporated
herein by reference pursuant to Item 8.
7
8
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The information required by this Item is incorporated herein by reference from
the information provided under the caption "Management's Discussion and
Analysis" on pages 17-19 of the Annual Report.
Item 8. Financial Statements and Supplementary Data
The information required by this Item is incorporated herein by reference from
the Report of Independent Accountants on page 35 of the Annual Report and the
Consolidated Financial Statements, Notes to the Consolidated Financial
Statements, and Supplementary Data on pages 20-34 of the Annual Report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.
Part III
Item 10. Directors and Executive Officers of the Registrant
The information required by this Item with respect to the Company's executive
officers is incorporated herein by reference from the information under Item 1
of Part I of this Report. The information required by this Item with respect to
the Company's directors is incorporated herein by reference from the information
provided under the caption "Election of Directors" of the Proxy Statement which
will be filed with the Commission. The information required by Item 405 of
Regulation S-K is incorporated herein by reference from the information provided
under the caption "Securities Exchange Act of 1934" of the Proxy Statement.
Item 11. Executive Compensation
The information required by this item is incorporated herein by reference from
the information provided under the caption "Certain Executive Officer
Compensation and Other Information" of the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this Item is incorporated herein by reference from
the information provided under the caption "Stock Ownership of Certain
Beneficial Owners" of the Proxy Statement.
8
9
Item 13. Certain Relationships and Related Transactions
The information required by this Item is incorporated herein by reference from
the information provided under the captions "Management Indebtedness and Certain
Transactions" and "Change in Control Arrangements" of the Proxy Statement.
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The following documents are filed as a part of this report:
(1) Financial Statements The following financial statements of
the Registrant and its subsidiaries, and Report of
Independent Accountants, are incorporated herein by
reference from pages 20 through 33 and page 35 of the Annual
Report:
Consolidated Financial Statements:
Consolidated Statements of Earnings for fiscal
years 1995, 1994, and 1993
Consolidated Balance Sheets at fiscal year-end 1995
and 1994
Consolidated Statements of Stockholders' Equity
for fiscal years 1995, 1994, and 1993
Consolidated Statements of Cash Flows for fiscal
years 1995, 1994, and 1993
Notes to the Consolidated Financial Statements
Report of Independent Accountants
9
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Item 14. (continued)
(2) Financial Statement Schedules The following financial statement schedule
of the Registrant and its subsidiaries for fiscal years 1995, 1994, and
1993, and the related Reports of Independent Accountants are filed as a
part of this Report and should be read in conjunction with the Consolidated
Financial Statements of the Registrant and its subsidiaries which are
incorporated herein by reference.
Schedule Page
-------- ----
-- Report of Independent Accountants on Financial Statement 14
Schedules
II Valuation and Qualifying Accounts 15
All other required schedules are omitted because of the absence of conditions
under which they are required or because the required information is given in
the financial statements or the notes thereto.
(3) Exhibits:
3-a Registrant's Restated Certificate of Incorporation
3-b Registrant's Bylaws (incorporated herein by reference
to the Registrant's Form 10-K for the year ended
October 2, 1992).
4.1 Registrant's Rights Agreement with the First National
Bank of Boston, dated August 25, 1986, and
Amendment No. 1 dated July 7, 1989 (incorporated
herein by reference to Registrant's Form 10-K for
the year ended October 1, 1993).
4.2 Second Amendment to Registrant's Rights Agreement,
dated as of November 3, 1995 (incorporated herein
by reference to Registrant's Form 8-A/A
Registration Statement filed with the Securities
and Exchange Commission on November 6, 1995).
10.1 Registrant's Omnibus Stock Plan (incorporated herein by
reference to Registrant's Form 10-Q for the quarter
ended March 31, 1995).
10.2 Registrant's 1982 Non-Qualified Stock Option Plan
(incorporated herein by reference to Exhibit 4.6 to
the Registration Statement on Form S-8; File No.
33-33660).
10.3 Registrant's Restricted Stock Plan (incorporated herein
by reference to Exhibit 4 to the Registration
Statement on Form S-8; File No. 33-33661).
10
11
Item 14. (continued)
10.4 Registrant's Management Incentive Plan (incorporated
herein by reference to Registrant's Form 10-Q for
the quarter ended March 31, 1995).
10.5 Registrant's Supplemental Retirement Plan (incorporated
herein by reference to Registrant's Form 10-Q for
the quarter ended June 30, 1995).
10.6 Registrant's form of Indemnity Agreement with Directors
and Executive Officers (incorporated herein by
reference to Registrant's Form 10-K for the year
ended October 1, 1993).
10.7 Registrant's form of Change in Control Agreement with
Executive Officers other than the Chief Executive
Officer (incorporated herein by reference to
Registrant's Form 10-K for the year ended October
1, 1993).
10.8 Registrant's Change in Control Agreement with J. Tracy
O'Rourke (incorporated herein by reference to
Registrant's Form 10-K for the year ended October
1, 1993).
10.9 Description of Certain Compensatory Arrangements
between Registrant and Directors (incorporated
herein by reference to Registrant's Form 10-Q for
the quarter ended December 31, 1993).
10.10 Description of Certain Compensatory Arrangements
between Registrant and Executive Officers
(incorporated herein by reference to Registrant's
Form 10-K for the year ended September 30, 1994).
10.11 Description of Certain Relocation Arrangements between
Registrant and Executive Officers (incorporated
herein by reference to Registrant's Form 10-Q for
the quarter ended December 30, 1994).
10.12 Registrant's September 14,1994 Incentive and
Separation Agreement with Al D. Wilunowski
(incorporated herein by reference to Registrant's
Form 10-K for the year ended September 30,
1994).(1)
11 Computation of earnings per share.
- --------
(1) Confidential treatment was requested of and granted by the Commission with
respect to portions of this exhibit.
11
12
Item 14. (continued)
13 Registrant's 1995 Annual Report to Stockholders
(furnished for the information of the Securities
and Exchange Commission only and not deemed to be
filed except for those portions expressly
incorporated by reference herein).
21 Subsidiaries of the Registrant.
23 Consent of Independent Accountants.
24 Power of Attorney by directors of the Company
authorizing certain persons to sign this Annual
Report on Form 10-K on their behalf.
27 Financial Data Schedule for the fiscal year ended
September 29, 1995.
27.1 Restated Financial Data Schedule for the fiscal year
ended September 30, 1994.
27.2 Restated Financial Data Schedule for the quarter ended
December 30, 1994
27.3 Restated Financial Data Schedule for the quarter ended
March 31, 1995.
27.4 Restated Financial Data Schedule for the quarter ended
June 30, 1995.
(b) Reports on Form 8-K:
A report on Form 8-K was filed on August 23, 1995, regarding the
Registrant's sale of its Electron Devices business to a company
formed at the direction of Leonard Green & Partners, L.P.
12
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Item 14. (continued)
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Varian Associates, Inc. has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
VARIAN ASSOCIATES, INC.
(Registrant)
Dated: December 14, 1995 By: /s/ Robert A. Lemos
--------------------
Robert A. Lemos
Vice President, Finance,
Chief Financial Officer,
and Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated below.
Signature Title Date
--------- ----- ----
/s/ J. Tracy O'Rourke Chairman of the Board and Chief Executive December 14, 1995
- --------------------- Officer (Principal Executive Officer)
J. Tracy O'Rourke
/s/ Robert A. Lemos Vice President, Finance, Chief Financial December 14, 1995
- ------------------- Officer and Treasurer (Principal Financial
Robert A. Lemos Officer)
/s/ Wayne P. Somrak Vice President and Controller (Principal December 14, 1995
- ------------------- Accounting Officer)
Wayne P. Somrak
Ruth M. Davis * Director
Samuel Hellman * Director
Terry R. Lautenbach * Director
Angus A. MacNaughton Director
David W. Martin, Jr.* Director
John G. McDonald * Director
William F. Miller * Director
Wayne R. Moon* Director
Gordon E. Moore * Director
David E. Mundell * Director
Donald O. Pederson * Director
Philip J. Quigley Director
Burton Richter * Director
Richard W. Vieser * Director
* By /s/ Robert A. Lemos December 14, 1995
---------------------
Robert A. Lemos, Attorney-in-Fact
- -------------------------------------
** By authority of powers of attorney filed herewith.
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Report of Independent Accountants on
Financial Statement Schedules
To the Board of Directors and Stockholders of
Varian Associates, Inc.
Our report on the consolidated financial statements dated October 18,1995
appears on page 35 of the 1995 Annual Report to Stockholders of Varian
Associates, Inc. and subsidiary companies (which report and consolidated
financial statements are incorporated by reference in this Annual Report on Form
10-K). In connection with our audits of such financial statements, we have also
audited the Financial Statement Schedule listed in the index on page 10 of this
Form 10-K.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic consolidated financial statements taken as a
whole, present fairly, in all material respects, the information required to be
included therein.
/s/ Coopers & Lybrand L.L.P.
-----------------------------
Coopers & Lybrand L.L.P.
San Jose, California
October 18, 1995
14
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SCHEDULE II
VARIAN ASSOCIATES, INC. AND SUBSIDIARY COMPANIES
VALUATION AND QUALIFYING ACCOUNTS (1)
for the fiscal years ended 1995, 1994, and 1993
(Dollars in Thousands)
DEDUCTIONS
BALANCE AT CHARGED TO ----------------------------- BALANCE AT
BEGINNING COSTS AND END OF
DESCRIPTION OF PERIOD EXPENSES DESCRIPTION AMOUNT PERIOD
- --------------------------------------------------------------------------------------------------------------------
ALLOWANCE FOR DOUBTFUL NOTES
& ACCOUNTS RECEIVABLE:
Write-offs
Fiscal Year Ended 1995 $ 2,422 $ 330 & Adjustments $ 436 $ 2,316
======= ======= ======= =======
Write-offs
Fiscal Year Ended 1994 $ 2,219 $ 762 & Adjustments $ 559 $ 2,422
======= ======= ======= =======
Write-offs
Fiscal Year Ended 1993 $ 2,202 $ 544 & Adjustments $ 527 $ 2,219
======= ======= ======= =======
ESTIMATED LIABILITY FOR
PRODUCT WARRANTY:
Actual
Warranty
Fiscal Year Ended 1995 $41,682 $61,954 Expenditures $55,560 $48,076
======= ======= ======= =======
Actual
Warranty
Fiscal Year Ended 1994 $35,615 $49,354 Expenditures $43,287 $41,682
======= ======= ======= =======
Actual
Warranty
Fiscal Year Ended 1993 $34,105 $41,773 Expenditures $40,263 $35,615
======= ======= ======= =======
(1) As to column omitted the answer is "none".
-15-
16
INDEX OF EXHIBITS
Exhibit
Number
- -------
3-a Registrant's Restated Certificate of Incorporation.
3-b Registrant's Bylaws (incorporated herein by reference to the
Registrant's Form 10-K for the year ended October 2, 1992).
4.1 Registrant's Rights Agreement with the First National Bank of Boston,
dated August 25, 1986, and Amendment No. 1 dated July 7,1989
(incorporated herein by reference to Registrant's Form 10-K for the
year ended October 1, 1993).
4.2 Second Amendment to Registrant's Rights Agreement, dated as of
November 3, 1995 (incorporated herein by reference to Registrant's
Form 8-A/A Registration Statement filed with the Securities and
Exchange Commission on November 6, 1995).
10.1 Registrant's Omnibus Stock Plan (incorporated herein by reference to
Registrant's Form 10-Q for the quarter ended March 31, 1995).
10.2 Registrant's 1982 Non-Qualified Stock Option Plan (incorporated herein
by reference to Exhibit 4.6 to the Registration Statement on Form S-8;
File No. 33- 33660).
10.3 Registrant's Restricted Stock Plan (incorporated herein by reference
to Exhibit 4 to the Registration Statement on Form S-8; File No.
33-33661).
10.4 Registrant's Management Incentive Plan (incorporated herein by
reference to Registrant's Form 10-Q for the quarter ended March 31,
1995).
10.5 Registrant's Supplemental Retirement Plan (incorporated herein by
reference to Registrant's Form 10-Q for the quarter ended June 30,
1995).
10.6 Registrant's form of Indemnity Agreement with Directors and Executive
Officers (incorporated herein by reference to Registrant's Form 10-K
for the year ended October 1, 1993).
10.7 Registrant's form of Change in Control Agreement with Executive
Officers other than the Chief Executive Officer (incorporated herein
by reference to Registrant's Form 10-K for the year ended October 1,
1993).
10.8 Registrant's Change in Control Agreement with J. Tracy O'Rourke
(incorporated herein by reference to Registrant's Form 10-K for the
year ended October 1, 1993)
16
17
10.9 Description of Certain Compensatory Arrangements between Registrant
and Directors (incorporated herein by reference to Registrant's Form
10-Q for the quarter ended December 31, 1993).
10.10 Description of Certain Compensatory Arrangements between Registrant
and Executive Officers (incorporated herein by reference to
Registrant's Form 10-K for the year ended September 30, 1994).
10.11 Description of Certain Relocation Arrangements between Registrant and
Executive Officers (incorporated herein by reference to Registrant's
Form 10-Q for the quarter ended December 30, 1994).
10.12 Registrant's September 14,1994 Incentive and Separation Agreement
with Al D. Wilunowski (incorporated herein by reference to
Registrant's Form 10-K for the year ended September 30, 1994). (1)
11 Computation of earnings per share.
13 Registrant's 1995 Annual Report to Stockholders (furnished for the
information of the Securities and Exchange Commission only and not
deemed to be filed except for those portions expressly incorporated by
reference herein).
21 Subsidiaries of the Registrant.
23 Consent of Independent Accountants.
24 Power of Attorney by directors of the Company authorizing certain
persons to sign this Annual Report on Form 10-K on their behalf.
27 Financial Data Schedule for the fiscal year ended September 29, 1995.
27.1 Restated Financial Data Schedule for the fiscal year ended September
30, 1994.
27.2 Restated Financial Data Schedule for the quarter ended December 30,
1994
27.3 Restated Financial Data Schedule for the quarter ended March 31, 1995.
27.4 Restated Financial Data Schedule for the quarter ended June 30, 1995.
- -----------
(1) Confidential treatment was requested of and granted by the Commission with
respect to portions of this exhibit.
17