UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

For the quarterly period ended September 25, 2004

OR

For the transition period from            to

Commission File Number 000-17157

NOVELLUS SYSTEMS, INC.

4000 North First Street, San Jose, California 95134

(408) 943-9700

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES þ NO o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

YES þ NO o

As of October 27, 2004, 139,789,533 shares of the Registrant’s common stock, no par value, were issued and outstanding.

NOVELLUS SYSTEMS, INC.
FORM 10-Q
QUARTER ENDED SEPTEMBER 25, 2004

TABLE OF CONTENTS

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PART I: FINANCIAL INFORMATION

ITEM 1: CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)

     See accompanying notes to condensed consolidated financial statements.

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CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

*

Amounts as of December 31, 2003 are derived from the December 31, 2003 audited financial statements.

See accompanying notes to condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

See accompanying notes to condensed consolidated financial statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION AND STOCK-BASED COMPENSATION

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. The interim financial information is unaudited and does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 25, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. For further information, refer to the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2003.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosures of contingent assets and liabilities. We evaluate our estimates on an ongoing basis, including those related to revenue recognition, allowance for doubtful accounts, inventory valuation, deferred tax assets, property and equipment, goodwill and other intangible assets, warranty obligations, restructuring and impairment charges, contingencies and litigation, and stock-based compensation. We base our estimates on historical experience and on other assumptions that are believed to be reasonable under the current circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our intent is to accurately state our assets given facts known at the time of valuation. Our assumptions may prove incorrect as facts change in the future. Actual results may differ from these estimates under different assumptions or conditions.

The accompanying condensed consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries after the elimination of all significant intercompany account balances and transactions.

On June 28, 2004, we acquired Peter Wolters AG, a manufacturer of high-precision machine manufacturing tools. The acquisition was accounted for as a purchase business combination in accordance with SFAS No. 141. Our consolidated financial statements for the period ended September 25, 2004 include the financial position, results of operations and cash flows of Peter Wolters from June 28, 2004.

We operate primarily in one segment, the manufacturing, marketing, and servicing of semiconductor wafer fabrication equipment. Since we operate in one segment, all segment-related financial information required by Statement of Financial Accounting Standards (SFAS) No. 131, “Disclosures About Segments of an Enterprise and Related Information,” or SFAS No. 131, is included in the condensed consolidated financial statements.

Stock-Based Compensation

We account for stock-based employee compensation using the intrinsic value method under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and have adopted the disclosure-only provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” as amended by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosures.” Accordingly, no expense has been recognized for options granted to employees at current market value.

In the disclosure presented below and in our statement of operations, we recognize stock-based compensation on the graded vesting method over the vesting periods of the applicable stock purchase rights and stock options, generally four years. The graded vesting method provides for vesting of portions of the overall awards at interim dates and results in greater expense recorded in earlier years than the straight-line method.

SFAS No. 123 requires the use of option pricing models that were not developed for use in valuing employee stock options. The Black-Scholes option-pricing model was developed for use in estimating the fair value of short-lived exchange-traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. Because our employee stock options

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have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in the opinion of management, the existing models do not necessarily provide a reliable single measure of the fair value of employee stock options.

Had compensation expense been determined based on the fair value as determined by the Black-Scholes model at the grant date for awards, consistent with the provisions of SFAS No. 123, we would have reported pro forma net income (loss) and net income (loss) per share as follows (in thousands, except per share data):

The fair value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model, with the following weighted-average assumptions for grants made in the three and nine months ended September 25, 2004 and September 27, 2003:

The weighted-average fair value of stock options granted during the period was $14.09 and $16.42 for the three and nine months ended September 25, 2004, respectively, and $20.78 and $17.08 for the three and nine months ended September 27, 2003, respectively.

The pro forma net income (loss) and net income (loss) per share data listed above include expense related to the Employee Stock Purchase Plan, referred to herein as the Purchase Plan. The fair value of issuances under the Purchase Plan is estimated on the date of issuance using the Black-Scholes option-pricing model, with the following weighted-average assumptions:

The weighted-average fair value of purchase rights was $7.92 and $8.78 for the three and nine months ended September 25, 2004, respectively, and $8.83 and $8.74 for the three and nine months ended September 27, 2003, respectively.

2. BUSINESS COMBINATION

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On June 28, 2004, we acquired all of the outstanding stock of Peter Wolters AG, a privately-held manufacturer of high-precision machine manufacturing tools based in Rendsburg, Germany. The acquisition of Peter Wolters enables us to diversify our product offerings. We funded the purchase price of the acquisition, excluding transaction costs, with approximately $149.5 million of borrowings under a credit facility. For further discussion regarding the credit facility, see Note 9. Under the terms of the purchase agreement, we deposited ten percent of the purchase price into escrow. The escrow amount will be released to the former shareholders of Peter Wolters on June 25, 2005, to the extent we have not made claims against the escrow for pre-acquisition contingencies.

The acquisition of Peter Wolters was accounted for as a business combination in accordance with SFAS No. 141, “Business Combinations.” Tangible assets and liabilities were recorded at their estimated fair value and the value of the intangible assets acquired will be valued by us, with the assistance of third-party appraisers, under the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets.”

The preliminary purchase price was allocated to the fair value of assets acquired and liabilities assumed as follows (in thousands):

Intangible Assets — As of the closing of our acquisition of Peter Wolters on June 28, 2004, $18.1 million of the total purchase price was allocated to intangible assets subject to amortization. Included in these intangible assets are developed and core technologies, customer backlog, and trademark/trade name rights with weighted average lives of 6.0, 0.5, and 10.0 years, respectively.

Goodwill — The potential value of the combined companies’ products and technologies contributed to a purchase price that resulted in goodwill. Goodwill represents the excess of the purchase price of an acquired business over the fair value of the underlying net tangible and intangible assets. Goodwill is not deductible for tax purposes and is not subject to amortization, however, it is to be tested for impairment at least annually in accordance with SFAS No. 142. Approximately $104.2 million of the total purchase price was allocated to goodwill upon the closing of our acquisition of Peter Wolters on June 28, 2004.

Pro Forma Results - The following table represents the unaudited pro forma consolidated results of operations, assuming the acquisition of Peter Wolters was consummated as of the beginning of the periods presented. The unaudited pro forma information has been prepared for comparative purposes only and may not be indicative of what operating results would have been if the acquisition had taken place at the beginning of the periods presented. In addition, the unaudited pro forma information may not be indicative of future operating periods. The combined operating results below consist of historical results of Novellus and Peter Wolters for the three and nine months ended September 25, 2004 and September 27, 2003. The pro forma disclosure includes charges of approximately $2.1 million, net of tax, in the nine month period ending September 27, 2003 resulting from inventory written-up in purchase accounting and the sell-through of customer backlog. The pro forma disclosure eliminates charges of approximately $1.0 million, net of tax, related to these items from the three months ended September 25, 2004.

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3. NET INCOME (LOSS) PER SHARE

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. For purposes of computing basic net income (loss) per share, the weighted-average number of outstanding shares of common stock excludes shares of restricted stock subject to repurchase.

Diluted net income (loss) per share is computed using the weighted-average number of shares of common stock outstanding, including shares of restricted common stock subject to repurchase and, when dilutive, potential shares from stock options to purchase common stock using the treasury stock method.

The following table provides a reconciliation of the numerators and denominators of the basic and diluted per share computations (in thousands, except for per share amounts):

Options to purchase approximately 20.4 million and 12.5 million shares of common stock were outstanding for the three and nine months ended September 25, 2004, respectively, but were not included in the computation of diluted net income per common share because the respective exercise prices of these options were greater than the average respective market prices of the common shares and, therefore, the effect would be anti-dilutive. For the three and nine months ended September 27, 2003, all options to purchase common stock were excluded from the computation of net loss per share as the effect would be anti-dilutive during those periods.

4. INTEREST AND OTHER INCOME, NET

The components of interest and other income, net within the consolidated statements of operations are as follows (in thousands):

5. INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out) or market. As of the balance sheet date, inventories consisted of the following (in thousands):

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6. GOODWILL AND INTANGIBLE ASSETS

Goodwill

A summary of changes in goodwill during the periods ended September 25, 2004 and September 27, 2003 are as follows (in thousands):

As of December 31, 2003, we had goodwill of approximately $173.3 million. As a result of the acquisition of Peter Wolters AG on June 28, 2004, we recorded additional goodwill in the amount of $104.2 million, which is subject to foreign currency translation effects. The related foreign currency translation effects for the three months and nine months ended September 25, 2004 resulted in an increase to goodwill of $1.2 million. In the third quarter of 2004, we determined that a tax contingency accrual recorded during the acquisition of SpeedFam-IPEC in 2002 was no longer required, and we accordingly reversed $0.8 million against goodwill. These movements during the third quarter of 2004 resulted in an ending balance of $277.9 million as of September 25, 2004.

In September 2003, we recorded a net increase to goodwill of approximately $9.8 million. The increase in goodwill was a result of the reallocation of the initial estimated purchase price for the acquisition of SpeedFam-IPEC and an increase to the purchase price. Directors’ and officers’ liability insurance was purchased for $1.3 million for the former directors and officers of SpeedFam-IPEC, but was not included in our initial purchase price. The net increase to goodwill was also the result of the write down of inventory for $3.1 million related to inventory that was not properly valued as of the acquisition date and an $11.0 million adjustment to the restructuring accrual for a decrease in our estimated future sublease income on facilities leased by SpeedFam-IPEC. This revised sublease income estimate was based on subsequent knowledge obtained about real estate conditions that existed as of the acquisition date. These increases were offset by the $6.1 million deferred tax asset adjustment recorded as a result of the purchase price allocation adjustments.

We completed the annual goodwill impairment test in the fourth quarter of 2003 in accordance with our policy. The first step of the test identifies when impairment may have occurred, while the second step of the test measures the amount of the impairment, if any. The results of our impairment tests did not indicate impairment. There have been no significant events or circumstances affecting the valuation of goodwill subsequent to our impairment test performed in the fourth quarter of 2003.

Intangible Assets

The following tables provide details of our acquired intangible assets (in thousands):

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Our estimated amortization expense for the identifiable intangible assets for each of the next five fiscal years will be approximately $5.8 million for 2005 through 2007, $5.6 million for 2008 and $3.0 million for 2009. As of September 25, 2004, we have no identifiable intangible assets with indefinite lives.

7. PRODUCT WARRANTY

We record the estimated cost of warranty as a component of cost of sales upon system shipment. The estimated cost is determined by the warranty term as well as the average historical labor and material costs for a specific product. Should actual product failure rates or material usage differ from our estimate, revisions to the estimated warranty liability may be required. We review the actual product failure rates and material usage on a quarterly basis and adjust our warranty liability as necessary. We follow the provisions of FIN 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, including Indirect Indebtedness of Others,” which requires changes to the accounting and disclosure of guarantees, including product warranties. Changes in our accrued warranty liability were as follows (in thousands):

8. RESTRUCTURING AND OTHER CHARGES

In 2001, we implemented a restructuring plan that was driven by the decline in sales orders due to the contraction of the semiconductor capital equipment market. Additional restructuring reserves recorded in 2002 were primarily related to exiting business activities of SpeedFam-IPEC that were recognized by us as liabilities assumed in the purchase business combination. In the third quarter of 2003, we implemented a restructuring plan to align our cost structure with business conditions.

During the quarter ended September 25, 2004, we entered into a sublease for a building that was previously included in our estimate of future costs to be incurred under a previous restructuring plan. We have revised our estimate of future expenses based primarily on this sublease and recorded a reduction in the accrual. Additionally, in the third quarter of 2004, we determined that a tax accrual recorded during the acquisition of SpeedFam-IPEC in 2002 was no longer required and reversed $0.8 million of the accrual recorded in the original purchase price allocation against goodwill.

The following table summarizes restructuring activity for the nine months ended September 25, 2004 (in thousands):

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As of September 25, 2004, substantially all actions under the 2003, 2002 and 2001 restructuring plans have been completed, except for payments of future rent obligations of $44.1 million, which are to be paid in cash through 2017.

9. LONG-TERM OBLIGATIONS

On June 28, 2004, we borrowed $153.1 million to fund the acquisition of Peter Wolters AG and for general corporate purposes. The credit arrangement allows for periodic borrowings in Euros, with an interest rate equal to the Eurocurrency Rate plus 0.2% (2.32% at September 25, 2004). The outstanding balance of $154.9 million is recorded as long term debt at September 25, 2004. All borrowings are required to be secured by cash or marketable securities on deposit and are due and payable on or before June 25, 2009. Amounts to secure this borrowing totaling $173.1 million are included within restricted cash on the consolidated balance sheets.

10. COMPREHENSIVE INCOME (LOSS)

The following are the components of comprehensive income (loss) (in thousands):

The components of accumulated other comprehensive income, net of related tax, are as follows (in thousands):

11. PENSION PLAN

On June 28, 2004, we acquired Peter Wolters AG, including its existing pension plan. Service and interest costs for the pension plan for the three months ended September 25, 2004 were $0.1 million and $20,000, respectively.

12. RELATED PARTY TRANSACTIONS

We lease an aircraft from NVLS I, LLC, a third-party entity wholly owned by Richard S. Hill, our Chairman and Chief Executive Officer. Under the leasing agreement, we incurred rental expense of approximately $234,000 and $664,000 for the three and nine months ended September 25, 2004, respectively, and approximately $227,000 and $606,000 for the three and nine months ended September 27, 2003, respectively.

Mr. Hill is a member of the Board of Directors of LTX Corporation. We recorded sublease income from LTX Corporation of approximately $351,000 for the three months ended September 25, 2004 and September 27, 2003 and approximately $1,052,000 for the nine months ended September 25, 2004 and September 27, 2003.

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During the quarter ended September 27, 2003, a member of our Board of Directors, D. James Guzy, was also a member of the Board of Directors of Intel Corporation, one of our significant customers. Mr. Guzy did not stand for re-election to the Board of Directors at our 2004 Annual Meeting of Shareholders and was named Director Emeritus as of April 16, 2004. Sales to Intel represented approximately 10.0% for the three and nine months ended September 27, 2003. Intel also accounted for 6.0% of our accounts receivable as of December 31, 2003.

From time to time, we have made secured relocation loans to our executive officers, vice presidents and other key personnel. As of September 25, 2004, we had no outstanding loans to our executive officers as defined by the Securities and Exchange Commission. However, we had outstanding loans to non-executive officers and other key personnel. As of September 25, 2004 and December 31, 2003, the total outstanding balances of loans to non-executive officers and other key personnel were approximately $5.0 million and $5.7 million, respectively. Of the total amount outstanding at September 25, 2004, $3.9 million was secured by collateral.

13. LITIGATION

Applied Materials, Inc.

On September 20, 2004, we settled all pending patent litigation between us and Applied Materials, Inc. by entering into a Binding Memorandum of Understanding, referred to herein as an MOU, with Applied. The MOU became effective as of September 3, 2004.

Background of the Litigation

On June 13, 1997, we acquired the Thin Film Systems (TFS) business of Varian Associates, Inc. On the same day, Applied sued Varian in the United States District Court for the Northern District of California for alleged patent infringement concerning several of its physical vapor deposition, or PVD, patents (the Applied Patents). On June 23, 1997, we sued Applied in the United States District Court for the Northern District of California, claiming infringement by Applied of several of our PVD patents acquired from Varian in the TFS business acquisition. On July 7, 1997, Applied amended its complaint in its suit against Varian to add Novellus as a defendant. We requested that the Court dismiss us as a defendant in this suit.

The relief requested by Applied in both suits included a permanent injunction against future infringement, damages for alleged past infringement and treble damages for alleged willful infringement. Trial had been set to commence on September 20, 2004.

Settlement

Under the terms of the MOU, all then pending patent litigation between us and Applied was dismissed with prejudice. As part of the settlement, Applied agreed to pay us $8.0 million and released us from all amounts owed or claimed to be owed as of September 3, 2004 under a previous Settlement Agreement between us dated May 4, 1997 (the TEOS Agreement), including Applied’s claim that $3.5 million was owed by us. In addition, the MOU effected a change in the terms of settlement under the TEOS Agreement to cause the license by Applied of U.S. Patent No. 5,362,526 to us, and the cross-license of our CVD Patents and the Applied CVD Patents (each as defined in the TEOS Agreement), in each case to be fully-paid and royalty-free, except in limited circumstances. The MOU also effected a change in the terms of settlement under the TEOS Agreement to eliminate all rights of Applied to terminate the license based upon Novellus’ merger or acquisition of or by other entities.

Under the MOU, the parties also agreed to covenants not to sue each other for specified periods, as well as notice and cure periods, each of which limits the ability of the parties to bring patent infringement claims against the other and the other’s customers, suppliers and distributors, regarding products existing at September 3, 2004 and new products, subject to certain exceptions in specified product areas and for certain suppliers to the parties. The MOU also provides a general release of the patent claims covered by the MOU for periods prior to September 3, 2004. Neither party admitted any liability in connection with the settlement.

For a detailed description of the specific terms and conditions of the MOU, please refer to our Current Report on Form 8-K filed September 24, 2004 and the attached Exhibit 99.1.

The current quarter results include the cash receipt of $8.0 million and the reversal of $8.1 million previously accrued as a result of the settlement of litigation with Applied.

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Semitool, Inc.

On October 11, 2004, we settled the pending patent litigation between us and Semitool pursuant to the terms of a settlement agreement effective October 8, 2004.

Background of the Litigation

On June 11, 2001, Semitool sued us for patent infringement in the United States District Court for the District of Oregon. Semitool alleged that we infringed one of Semitool’s patents related to copper electroplating. Semitool sought an injunction against future infringement, damages for past infringement, and treble damages for alleged willful infringement. On November 13, 2001, we countersued Semitool for patent infringement in the United States District Court for the District of Oregon. We alleged that Semitool infringed certain of our patents related to copper electroplating. We sought an injunction against Semitool, damages for past infringement, and treble damages for willful infringement by Semitool.

Settlement

On October 11, 2004, we entered into a settlement agreement with Semitool that resolves all patent infringement claims at issue between us and Semitool. We made a $2.9 million settlement payment to Semitool in accordance with the terms of the settlement agreement. In addition, we agreed to covenants not to sue Semitool for infringement of the four counterclaim patents we asserted in the litigation based on acts prior to or after October 8, 2004 and Semitool agreed to a covenant not to sue us for infringement of the patent Semitool asserted in the litigation. This covenant not to sue is limited to the activities where Semitool accused us of infringement prior to October 8, 2004. The settlement agreement does not include any license of either party’s patents. Neither party admitted any liability in connection with the settlement.

Plasma Physics Corporation and Solar Physics Corporation

On June 14, 2002, certain of our present and former customers — including Agilent Technologies, Inc., Micron Technology, Inc., Agere Systems, Inc., National Semiconductor Corporation, Koninklijke Philips Electronics N.V., Texas Instruments, Inc., ST Microelectronics, Inc., LSI Logic Corporation, International Business Machines Corporation, Conexant Systems, Inc., Motorola, Inc., Advanced Micro Devices, Inc. and Analog Devices Inc. — were sued for patent infringement by Plasma Physics Corporation and Solar Physics Corporation. We have not been sued by Plasma Physics, Solar Physics, or any other party for infringement of any Plasma Physics or Solar Physics patent. Certain defendants in the case, however, contend that we allegedly have indemnification obligations and liability relating to these lawsuits. We believe that these matters will not have a material adverse impact on our business, financial condition, or results of operations. There can be no assurance, however, that we will prevail in this lawsuit or in any other lawsuit filed in connection with the alleged indemnification obligations. If one or more parties were to prevail against us in such a suit and damages were awarded, the adverse impact on our business, financial condition, or results of operations could be material. However, due to the uncertainty surrounding the litigation process, we are unable to estimate a range of loss, if any, at this time.

Linear Technology Corporation

On March 12, 2002, Linear Technology Corporation filed a complaint against Novellus, among other parties, in the Superior Court of the State of California for the County of Santa Clara. The complaint sought damages (including punitive damages), injunctions and declaratory relief for causes of action involving alleged breach of contract, fraud, unfair competition and breach of warranty. We filed a demurrer to Linear’s complaint, which the court granted on April 11, 2003, with leave to amend. On May 2, 2003, Linear filed a second amended complaint. We filed a demurrer to Linear’s second amended complaint, which the court granted on August 14, 2003, with leave to amend. On September 15, 2003, Linear filed a third amended complaint. We filed a demurrer to Linear’s third amended complaint, which the court granted on January 15, 2004, with leave to amend. On January 28, 2004, Linear filed a fourth amended complaint. We filed a demurrer to the fourth amended complaint on April 2, 2004. On July 7, 2004, Linear filed a fifth amended complaint. We filed a demurrer to Linear’s fifth amended complaint on September 3, 2004. On October 5, 2004, the Court granted our demurrer on all causes of action without leave to amend. The Court has not yet entered judgment in this case. Due to the uncertainty surrounding the litigation process, we are unable to estimate a range of loss, if any, at this time.

Employment Litigation

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On April 4, 2003, Thomas Graziani and others filed a class action lawsuit against Novellus in the United States District Court for the District of Oregon. On August 1, 2003, David Robinson and others filed a class action lawsuit against Novellus in the United States District Court for the Northern District of California, San Jose Division. Both lawsuits sought collective and/or class action status for field service engineers who work for Novellus and both lawsuits allege that field service engineers are entitled to compensatory damages in the form of overtime pay, liquidated damages, interest and attorneys’ fees and costs. At a mediation held on March 1, 2004, the parties to both lawsuits agreed to a settlement to be documented on or before April 2, 2004. Subsequently, the parties have agreed to the material terms of a settlement, including a cap on exposure to Novellus of $2.5 million. On May 3, 2004, a fully executed agreement resolving these matters was filed with the United States District Court for the Northern District of California. The court approved the settlement on June 7, 2004. Novellus recorded a charge of $2.5 million during the three months ended March 27, 2004 related to the settlement.

Other Litigation

We are a defendant or plaintiff in various actions that arose in the normal course of business. We believe that the ultimate disposition of these matters will not have a material adverse effect on our business, financial condition or results of operations. However, due to the uncertainty surrounding the litigation process, we are unable to estimate a range of loss, if any, at this time.

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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q contains forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements included in this Quarterly Report, other than statements that are purely historical, are forward-looking statements. Words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “seek,” “estimate,” and similar expressions also identify forward-looking statements. Forward-looking statements in this Quarterly Report include, without limitation: our estimated amortization expense for each of the next five fiscal years; our plan to continue to focus on expanding our market presence in Asia; our belief that significant additional growth potential exists in the Asia region over the long term; our continued belief that significant investment in R&D is required to remain competitive; our intent to continue to invest in new products and in the enhancement of our current product lines; management’s belief that the majority of the Company’s deferred tax assets will be realized due to anticipated future income; our belief that our forward foreign exchange contracts do not subject us to speculative risk that would otherwise result from changes in currency exchange rates; our belief that our current cash position, cash generated through operations and equity offerings, and available borrowing capacity will be sufficient to meet our needs through the next twelve months; our belief that the ultimate outcomes of the Plasma Physics, Solar Physics and Linear Technology Corporation litigation matters and various other litigations that have arisen in the normal course of business will not have a material adverse effect on our business, financial condition or results of operations; and our intent to continue pursuing the legal defense of our propriety technology primarily through patent and trade secret protection.

Our expectations, beliefs, objectives, anticipations, intentions and strategies regarding the future, including, without limitation, those concerning expected operating results, revenues and earnings and current and potential litigation are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from results contemplated by the forward-looking statements including, but not limited to: our failure to accurately evaluate the assumptions underlying our estimated amortization expense for each of the next five fiscal years; shifting our focus away from expansion of our market presence in Asia due to slower economic development in the region; our inability to allocate substantial resources to R&D, new products and enhancement of our current product lines; inaccuracies in management’s assessment of the amount of the Company’s valuation allowance for deferred tax assets; the inaccuracy of our beliefs regarding foreign exchange contracts; our unanticipated need for additional liquid assets in the next twelve months; our failure to accurately predict the effect of the ultimate outcome of current litigation on our business, financial condition or results of operations; inherent uncertainty in the outcome of litigation matters; and our potential inability to enforce our patents and protect our trade secrets.

The forward-looking statements in this Quarterly Report on Form 10-Q are subject to additional risks and uncertainties set forth under the heading “Risk Factors” in this Item 2 of Part I, and are based on information available to us on the date hereof. We assume no obligation to update any forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. Readers should also consult the cautionary statements and risk factors listed in our Annual Report on Form 10-K for the year ended December 31, 2003 and in our other filings with the Securities and Exchange Commission (SEC), including our Forms 10-Q and 8-K and our Annual Report to Shareholders.

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Introduction

     The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to provide readers with an understanding of the Company. The following are included in our MD&A:

•		Overview of our Business and Industry;
•		Results of Operations;
•		Critical Accounting Policies;
•		Liquidity and Capital Resources;
•		Related Parties; and
•		Risk Factors.

Overview of Our Business and Industry

Novellus is a global supplier of semiconductor processing equipment used in the fabrication of integrated circuits. We develop, manufacture, sell and service equipment used by manufacturers of integrated circuits, or chips, who either incorporate the chips in their own products or sell the chips to other companies for use in electronic devices. Our goal is to use our expertise to increase our market share and strengthen our position as a leading supplier of semiconductor processing equipment. To accomplish this, we endeavor to provide our customers with highly reliable products which help them compete effectively in their business by reducing their costs and increasing their productivity.

Our business depends on capital expenditures made by chip manufacturers, who in turn are dependent on corporate and consumer demand for chips and the products which use them. The industry in which we operate is driven by spending for electronic products. As a consequence, our business is affected by growth or contraction in the global economy as well as by the adoption of new technologies. Demand for personal computers, the expansion of the Internet and telecommunications industries, and the emergence of new applications in consumer electronics have an impact on our business. In addition, the industry is characterized by intense competition and rapidly changing technology. We have continued to work closely with our customers and have made substantial investments in research and development in order to continue delivering innovative products which enhance productivity for our customers and utilize the latest technology.

We focus on certain key quarterly financial data to manage our business. Net sales, gross profit, net income (loss) and net income (loss) per share are the primary measures we use to monitor performance. Net orders are used to forecast and plan future operations. Net orders consist of current period orders less current period cancellations. The following table sets forth certain quarterly financial information for the periods indicated (in thousands, except per share information):

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The semiconductor equipment industry is subject to cyclical conditions, which play a major role in the fluctuations in demand, as defined by net orders. These fluctuations, in turn, affect our net sales. Net orders during the first three quarters of 2003 were sequentially volatile with a 10% increase in the first quarter, an 18% decrease in the second quarter, and an 11% increase in the third quarter, reflecting uncertainty in the demand for semiconductor devices. In the fourth quarter of 2003, we experienced a 25% sequential increase in net orders. The net order growth in the fourth quarter was driven primarily by strengthening demand for corporate and consumer electronic devices, which resulted in an increase in our customers’ capacity utilization. In addition, we experienced increased demand as a result of our customers’ transition to 300 mm fabrication equipment. In the first, second and third quarters of 2004, we experienced sequential increases of 26%, 15% and 6% in net orders, respectively.

The receipt of net orders in a particular quarter affects revenue in subsequent quarters. Net orders turn to revenue either at shipment or upon customer acceptance of the equipment. Our revenue recognition policy addresses the distinction between revenue recognized upon shipment and revenue recognized upon customer acceptance. Equipment generally ships within two or three months of receiving the related order and if applicable, customer acceptance is typically received three to six months after shipment. These time lines are general estimates and actual times may vary depending on specific circumstances.

Results of Operations
(dollars in thousands)

On June 28, 2004, we acquired Peter Wolters AG, a manufacturer of high-precision machine manufacturing tools. The acquisition was accounted for as a purchase business combination in accordance with SFAS No. 141. Our consolidated financial statements for the period ended September 25, 2004 include the financial position, results of operations and cash flows of Peter Wolters from June 28, 2004.

Net Sales

The increase in net sales of $194.8 million for the three months ended September 25, 2004 from the prior year period is primarily due to increased volume. The increase in volume was a result of increased capital spending by our customers as demand for semiconductor devices increased.

Geographical net sales as a percentage of total net sales were as follows (based upon the location of the customers’ facilities):

The increase in international net sales (sales outside North America) as a percentage of net sales for the three months ended September 25, 2004 over the prior year is predominantly due to an increase in net sales in the Asia region compared to the net sales of North America. We consider the Asia region to consist of Korea, Japan, Singapore, China and Taiwan. A significant portion of our net sales is generated in Asia, primarily because a substantial portion of the world’s semiconductor manufacturing capacity is located there. We plan to continue to focus on expanding our market presence in Asia, as we believe that significant additional growth potential exists in this region over the long term.

Gross Profit

Our gross profit from period to period is affected by the treatment of certain product sales in accordance with Securities and Exchange

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Commission (SEC) Staff Accounting Bulletin (SAB) No. 104, “Revenue Recognition,” which superseded the earlier related guidance in SAB No. 101, “Revenue Recognition in Financial Statements,” or SAB 101. For these sales, we recognize all of a product’s cost upon shipment even though a portion of a product’s revenue may be deferred until final payment is due, typically upon customer acceptance.

The decline in gross profit percentage in the three and nine months ended September 27, 2003 is primarily due to our $44.0 million write-down of inventory. In the third quarter of 2003, changes in the industry and our worldwide distribution system resulted in revisions to forecasted demand. These changes resulted in a portion of our inventory becoming excess or obsolete. Without this charge, gross margin for the three and nine months ended September 27, 2003 would have been 46%. The increase in gross profit percentage in the three months ended September 25, 2004 from the prior year comparable periods is also attributable to product mix and to increased absorption of our fixed overhead costs from higher shipment levels. Sales of inventory previously written down resulted in a credit to cost of sales of approximately $2.8 million in the three months ended September 25, 2004, which positively impacted our gross profit by seven-tenths of one percent. In the second quarter of 2004, sales of inventory previously written down resulted in a credit to cost of sales of approximately $3.6 million, which positively impacted our gross profit by one percent. In the comparable prior year periods, sales of previously reserved inventory did not have a material effect on the margin in absolute dollars or as a percentage of net sales.

Selling, General and Administrative (SG&A)

SG&A expense includes compensation and benefits for corporate, financial, marketing, and administrative personnel as well as travel expenses and professional fees. Also included are expenses for rents, utilities, and depreciation and amortization related to the assets utilized by these functions.

The increase in SG&A expenses, in absolute dollars, is primarily due to the consolidation of Peter Wolters AG and higher selling costs, as well as higher profit sharing and employee-related expenses. This increase was partially offset by a credit to SG&A of $8.1 million for the reversal of amounts previously accrued in connection with our legal settlement with Applied Materials, Inc. The decrease in SG&A expense as a percentage of net sales is primarily due to an increase in net sales.

Research and Development (R&D)

R&D expense includes compensation and benefits for our research and development personnel, project materials, chemicals and other direct expenses incurred in product and technology development. Also included are expenses for equipment repairs and maintenance, rents, utilities, depreciation, and amortization expense associated with patents and purchased technologies. Our significant investments in R&D over the past several years reflect our strong commitment to the continuous improvement of our current product lines and the development of new products and technologies. We continue to believe that significant investment in R&D is required to remain competitive, and we plan to continue to invest in new products and enhancement of our current product lines.

R&D expense as a percentage of net sales for the three and nine months ended September 25, 2004 decreased compared to the respective prior-year periods primarily due to an increase in net sales. The increase in R&D expense in absolute dollars for the three and nine months ended September 25, 2004 from the prior-year period is a result of the consolidation of Peter Wolters AG, increased usage of project materials and increased profit sharing expense.

Restructuring and Other Charges

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The reversal of $0.9 million during the quarter ended September 25, 2004 is primarily related to a revision in future estimated sublease income in connection with a facility related charge in a previous restructuring.

The $15.8 million restructuring and other charges in the three and nine months ended September 27, 2003 consisted of $7.9 million for asset write-offs (including fixed assets and purchased technology), $4.1 million for facilities and $3.8 million for severance. The asset write-offs, facilities charges, and severance charges were recorded in connection with activities undertaken to align our cost structure with current business conditions.

Legal Settlement

The current quarter results included a $2.9 million legal settlement related to the Semitool litigation matter. For the quarter ended September 27, 2003, we incurred a charge of $2.7 million. No such legal charges were incurred in the second quarter of 2004. During the quarter ended March 27, 2004, we incurred a charge totaling $2.5 million related to the settlement of a class action lawsuit by field service engineers relating to overtime compensation.

Acquired in-process research and development

During the quarter ended June 26, 2004, we incurred a charge totaling $6.1 million for acquired in-process research and development in connection with the acquisition of Angstron Systems, Inc. We incurred no such charges in the other periods presented.

Interest and Other Income, Net

Interest and other income, net, includes interest income, interest expense and other non-operating items. The increase in interest and other income, net, in absolute dollars for the three months ended September 25, 2004 compared to the three months ended September 27, 2003 is primarily due to the cash receipt of $8.0 million in connection with the settlement of the Applied Materials, Inc. litigation. This was partially offset by interest expense on long term debt of $0.9 million and lower balances of interest-bearing cash and short-term investments and lower interest rates in the first three quarters of 2004. Lower cash and investment balances resulted mainly from repurchases of our common stock during the nine months ended September 25, 2004. The exercise of our purchase option on properties previously leased under synthetic leases during the quarter ended September 27, 2003 reduced our interest income by $6.0 million for the nine months ended September 25, 2004 as compared to the prior-year period.

Income Taxes

Our effective tax rates were 29% and 39% for the three months ended September 25, 2004 and September 27, 2003. Our effective tax rates on income excluding the in-process R&D charge, which is non-deductible, were 29% and 50% for the nine months ended September 25, 2004 and September 27, 2003, respectively. The difference in the effective tax rate in 2004 as compared to 2003 is primarily due to the benefit of tax credits against the expected provision for income taxes in 2004 versus the benefit of tax credits in relation to a loss in 2003. Our future effective income tax rate depends on various factors, such as our income (loss) before taxes, potential changes in tax legislation, the geographic composition of pre-tax income and non-deductible expenses incurred in connection with acquisitions.

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Critical Accounting Policies

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, inventory valuation, goodwill and other intangible assets, deferred tax assets, warranty obligations and restructuring and impairment charges. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the current circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect the more significant judgments and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition

We recognize revenue in accordance with SEC Staff Accounting Bulletin No. 104, “Revenue Recognition,” or SAB 104, which superseded the earlier related guidance in SAB 101. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the seller’s price is fixed or determinable, and collectibility is reasonably assured.

Certain of our equipment sales are accounted for as multiple-element arrangements. A multiple-element arrangement is a transaction which may involve the delivery or performance of multiple products, services, or rights to use assets, and performance may occur at different points in time or over different periods of time. Our equipment sales generally have two elements: 1) delivery of the equipment and 2) installation of the equipment and customer acceptance. If we have met defined customer acceptance experience levels with both the customer and the specific type of equipment, we recognize revenue for the equipment element upon shipment and transfer of title, with the installation and acceptance element recognized at customer acceptance. All other equipment sales are recognized upon customer acceptance.

Installation services are not essential to the functionality of the delivered equipment. As provided for in EITF 00-21, “Revenue Arrangements with Multiple Deliverables,” we allocate revenue based on the residual method as a fair value has been established for installation services. However, since final payment is not typically billable until customer acceptance, we defer revenue for the final payment until customer acceptance.

Revenue related to sales of spare parts is recognized upon shipment. Revenue related to maintenance and service contracts is recognized ratably over the duration of the contracts. Unearned maintenance and service contract revenue is included in other accrued liabilities.

Inventory Valuation

We periodically assess the recoverability of all inventories, including raw materials, work-in-process, finished goods, and spare parts, to determine whether adjustments for impairment are required. Inventory that is obsolete or in excess of our forecasted usage is written down to its estimated realizable value based on assumptions about future demand and market conditions. If actual demand is lower than our forecast, additional inventory write-downs may be required.

Goodwill and Other Intangible Assets

We account for goodwill and other intangible assets in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” or SFAS No. 142. SFAS No. 142 requires that goodwill and identifiable intangible assets with indefinite useful lives no longer be amortized, but instead be tested for impairment at least annually. SFAS No. 142 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”

We review our long-lived assets, including goodwill and other intangible assets, for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. According to our policy, we completed goodwill impairment tests in the third and fourth quarters of 2003. The test performed in the third quarter was completed in

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connection with our restructuring plan implemented in that quarter. Our annual goodwill impairment test was completed in the fourth quarter of 2003. The first step of the test identifies when impairment may have occurred, while the second step of the test measures the amount of the impairment, if any. The results of our impairment tests did not indicate impairment.

Deferred Tax Assets

We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. As of September 25, 2004, we had approximately $171.4 million of deferred tax assets, net of a valuation allowance of $75.0 million principally related to acquired net operating loss carryforwards and foreign tax credits that are not realizable until 2006 and beyond. The valuation allowance includes $38.0 million related to acquired deferred tax assets of SpeedFam-IPEC, which will be credited to goodwill when realized, and $26.5 million related to stock option deductions, which will be credited to equity when realized. Management believes the majority of deferred tax assets will be realized due to anticipated future income. We have considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance. If in the future we determine that we would not be able to realize all or part of our net deferred tax assets, an increase to the valuation allowance for deferred tax assets would decrease income in the period in which such determination is made.

Warranty Obligations

Our warranty policy generally states that we will provide warranty coverage for a predetermined amount of time on systems and modules for material and labor to repair and service the equipment. We record the estimated cost of warranty coverage to cost of sales upon system shipment. The estimated cost of warranty is determined by the warranty term, as well as the average historical labor and material costs for a specific product. Should actual product failure rates or material usage differ from our estimates, revisions to the estimated warranty liability may be required. These revisions could have a positive or negative impact on gross profit. We review the actual product failure rates and material usage rates on a quarterly basis and adjust our warranty liability as necessary.

Restructuring and Impairment Charges

Restructuring activities initiated prior to December 31, 2002 were recorded in accordance with Emerging Issues Task Force Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring),” and restructuring activities after December 31, 2002 were recorded under the provisions of SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities,” or SFAS No. 146; SFAS No. 112, “Employers’ Accounting for Postemployment Benefits;” and SAB 100, “Restructuring and Impairment Charges,” or SAB 100. SFAS No. 146 requires that a liability for costs associated with an exit or disposal activity be recognized when the liability is incurred, rather than when the exit or disposal plan is approved.

We account for business combination restructurings under the provisions of EITF Issue No. 95-3, “Recognition of Liabilities in Connection with a Purchase Business Combination” and SAB 100. Accordingly, restructuring accruals are recorded when management initiates an exit plan that will cause the Company to incur costs that have no future economic benefit. Certain restructuring charges related to long-lived asset impairments are recorded in accordance with SFAS No. 144. The restructuring accrual related to vacated facilities is calculated net of estimated sublease income. Sublease income is estimated based on current market quotes for similar properties and expected occupancy dates. If we are unable to sublet these vacated properties as forecasted, if we are forced to sublet them at rates below our current estimates due to changes in market conditions, or if we change our sublease income estimate, we would adjust the restructuring accruals accordingly.

Foreign Currency Accounting

The local currency is the functional currency for all foreign operations. Accordingly, translation gains or losses related to our foreign subsidiaries are included as a component of accumulated other comprehensive income.

Foreign Exchange Contracts

We conduct portions of our business in various foreign currencies. Forward foreign exchange contracts are used to hedge against the short-term impact of foreign currency fluctuations on intercompany accounts payable denominated in U.S. dollars recorded by our Japanese subsidiary. We also enter into forward foreign exchange contracts to buy and sell foreign currencies to hedge our intercompany balances denominated in a currency other than the U.S. dollar. In 2004 and 2003, these hedging contracts were denominated primarily in the Japanese Yen, Taiwanese Dollar, and Korean Won. The forward foreign exchange contracts we use are

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generally short-term in nature. The effect of exchange rate changes on forward foreign exchange contracts is expected to offset the effect of exchange rate changes on the underlying hedged items. We believe these financial instruments do not subject us to speculative risk that would otherwise result from changes in currency exchange rates. Net foreign currency gains and losses for effective and ineffective hedges have not been material to our results of operations.

Liquidity and Capital Resources

We have historically financed our operating and capital resource requirements through cash flows from operations, sales of equity securities and borrowings. Our primary source of cash at September 25, 2004 consisted of $510.4 million of cash, cash equivalents and short-term investments. This amount represents a decrease of $491.7 million from $1,002.1 million at December 31, 2003. The decrease was due primarily to the repurchase of common stock for $401.7 million, offset by net cash provided by operating activities of $80.9 million.

Net cash provided by operating activities during the nine months ended September 25, 2004 was $80.9 million. This amount consisted primarily of $119.2 million provided by net income, adjusted for non-cash items. The net changes in working capital accounts used $85.3 million.

Net cash used in investing activities for the nine months ended September 25, 2004 was $291.3 million, which consisted primarily of purchases of short-term investments of $765.2 million, offset by proceeds from short-term investment sales and maturities of $812.0 million. As of September 25, 2004, we had no significant commitments to purchase property or equipment, except for additional capital expenditures to enhance the functionality of our enterprise resource management system.

Net cash used in financing activities for the nine months ended September 25, 2004 was $234.9 million, primarily for the repurchase of common stock for $401.7 million and net payments on lines of credit of $7.6 million, offset by the proceeds from employee stock compensation plans of $21.2 million and proceeds from long-term debt of $153.1 million.

Effective June 25, 2004, two of our European subsidiaries entered into a credit arrangement that allowed for borrowing up to $153.1 million. On June 28, 2004, we borrowed the entire amount available to fund the acquisition of Peter Wolters AG and for general corporate purposes. Borrowings are secured by cash or marketable securities on deposit and included within restricted cash on the consolidated balance sheet. As of September 25, 2004, the entire principal amount of the loan was outstanding. All borrowings under the credit arrangement are due and payable on or before June 25, 2009.

Our subsidiaries in Asia and Europe have lines of credit with various banks with total borrowing capacity of $53.5 million. The lines of credit bear interest at various rates, expire on various dates through June 2009 and can be used for general operating purposes. Borrowings of $5.6 million were outstanding under these credit facilities as of September 25, 2004.

We believe that our current cash position, cash generated through operations and equity offerings, and available borrowing capacity will be sufficient to meet our needs at least through the next twelve months.

Related Party Transactions

We lease an aircraft from NVLS I, LLC, a third-party entity wholly owned by Richard S. Hill, our Chairman and Chief Executive Officer. Under the leasing agreement, we incurred rental expense of approximately $234,000 and $664,000 for the three and nine months ended September 25, 2004, respectively, and approximately $227,000 and $606,000 for the three and nine months ended September 27, 2003, respectively.

Mr. Hill is a member of the Board of Directors of LTX Corporation. We recorded sublease income from LTX Corporation of approximately $351,000 for the three months ended September 25, 2004 and September 27, 2003 and approximately $1,052,000 for the nine months ended September 25, 2004 and September 27, 2003.

During the quarter ended September 27, 2003, a member of our Board of Directors, D. James Guzy, was also a member of the Board of Directors of Intel Corporation, one of our significant customers. Mr. Guzy did not stand for re-election to the Board of Directors at our 2004 Annual Meeting of Shareholders and was named Director Emeritus as of April 16, 2004. Sales to Intel represented approximately 10.0% for the three and nine months ended September 27, 2003. Intel also accounted for 6.0% of our accounts receivable as of December 31, 2003.

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From time to time, we have made secured relocation loans to our executive officers, vice presidents and other key personnel. As of September 25, 2004, we had no outstanding loans to our executive officers as defined by the Securities and Exchange Commission. However, we had outstanding loans to non-executive officers and other key personnel. As of September 25, 2004 and December 31, 2003, the total outstanding balances of loans to non-executive officers and other key personnel were approximately $5.0 million and $5.7 million, respectively. Of the total amount outstanding at September 25, 2004, $3.9 million was secured by collateral.

Risk Factors

Set forth below and elsewhere in this Quarterly Report on Form 10-Q and in other documents we file with the Securities and Exchange Commission, are risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements contained in this Quarterly Report.

Cyclical Downturns in the Semiconductor Industry

Our business depends predominantly on the capital expenditures of semiconductor manufacturers, which in turn depend on current and anticipated market demand for integrated circuits and the products that use them. The semiconductor industry has historically been very cyclical and has experienced periodic downturns that have had a material adverse effect on the demand for semiconductor processing equipment, including equipment that we manufacture and market. During periods of reduced and declining demand, we must be able to quickly and effectively align our costs with prevailing market conditions, as well as motivate and retain key employees. In particular, our inventory levels during periods of reduced demand have at times reached higher-than-necessary levels relative to the current levels of production demand. We cannot provide any assurance that we may not be required to make inventory valuation adjustments in future periods. During periods of rapid growth, we must be able to acquire and/or develop sufficient manufacturing capacity to meet customer demand, and hire and assimilate a sufficient number of qualified people. We cannot give assurances that our net sales and operating results will not be adversely affected if the current downturn in the semiconductor industry continues, or if other downturns or slowdowns in the rate of capital investment in the semiconductor industry occur in the future.

Competitive and Capital-Intensive Nature of the Semiconductor Industry

We face substantial competition in the industry, from both potential new market entrants as well as established competitors. Some companies may have greater financial, marketing, technical or other resources than we do, as well as broader product lines, greater customer service capabilities, or larger and more established sales organizations and customer bases. Remaining competitive in the market depends in part upon our ability to develop new and enhanced systems and to introduce them at competitive prices on a timely basis. Our customers must incur substantial expenditures to install and integrate capital equipment into their semiconductor production lines. Once a manufacturer has selected a vendor’s capital equipment for a particular product line, the manufacturer is likely to continue with the selected equipment vendor for that specific application at that location. Accordingly, we may experience difficulty in selling a product to a particular customer for a significant period of time after that customer has selected a competitor’s product. In addition, sales of our systems depend in significant part upon a prospective customer’s decision to increase or expand manufacturing capacity — both of which typically involve a significant capital commitment. From time to time, we have experienced delays in finalizing system sales following initial system qualification. Due to these and other factors, our systems typically have a lengthy sales cycle, during which we may expend substantial funds and management effort.

Rapidly Changing Technology

We devote a significant portion of our personnel and financial resources to research and development programs, and we seek to maintain close relationships with our customers in order to remain responsive to their product needs. As is typical in the semiconductor capital equipment market, we have experienced delays from time to time in the introduction of and certain technical and manufacturing difficulties with certain of our products and product enhancements. In addition, we may experience delays and technical and manufacturing difficulties in future introductions or volume production of our new systems or enhancements.

Our success in developing, introducing and selling new and enhanced systems depends upon a variety of factors, including product selection, timely and efficient completion of product design and development and implementation of manufacturing and assembly processes, product performance in the field, and effective sales and marketing. There can be no assurance that we will be successful in selecting, developing, manufacturing and marketing new products, or in enhancing our existing products. In addition, we could incur substantial unanticipated costs to ensure the functionality and reliability of our future product introductions early in their product life cycles. If new products have reliability or quality problems, reduced orders, or higher manufacturing costs, delays in collecting

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accounts receivable and additional service and warranty expenses may result. Any of these events could materially adversely affect our business, financial condition or results of operations.

International Operations

Export sales currently account for a significant portion of our net sales. This trend is expected to continue in the foreseeable future. As a result, a significant portion of our sales is subject to certain risks, including, but not limited to:

•		Tariffs and other trade barriers;
•		Challenges in staffing and managing foreign operations;
•		Difficulties in managing foreign distributors;
•		Potentially adverse tax consequences;
•		Imposition of legislation and regulations relating to the import or export of semiconductor products, either by the United States or other countries;
•		Periodic economic downturns;
•		Political instability; and
•		Fluctuations in interest and foreign currency exchange rates, creating the need to enter into forward foreign exchange contracts to hedge against the short-term impact of foreign currency fluctuations, specifically yen-denominated transactions.

There can be no assurance that any of these factors or the adoption of restrictive policies will not have a material adverse effect on our business, financial condition or results of operations. In addition, each region in the global semiconductor equipment market exhibits unique market characteristics that can cause capital equipment investment patterns to vary significantly from period to period. We derive a substantial portion of our revenues from customers in Asia. Any negative economic developments in Asia could result in the cancellation or delay by Asian customers of orders for our products, which could adversely affect our business, financial condition or results of operations.

Variability of Quarterly Operating Results

We have experienced and expect to continue experiencing significant fluctuations in our quarterly operating results. These fluctuations are due to a number of factors that include, but are not limited to:

•		Building our systems according to forecast, and not using limited backlog information, which hinders our ability to plan production and inventory levels;
•		Failure to receive anticipated orders in time to permit shipment during the quarter;
•		Customers rescheduling or canceling shipments;
•		Manufacturing difficulties;
•		Customers deferring orders of our existing products due to new product announcements by us and/or our competitors;
•		Overall business conditions in the semiconductor equipment industry; and
•		Variations in quarterly operating results or changes in analysts’ earnings estimates which may subject the price of our common stock to wide fluctuations and possible rapid increases or decreases in a short time period.

Acquisitions

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We have made—and may in the future make—acquisitions of or significant investments in businesses with complementary products, services and/or technologies. Acquisitions involve numerous risks, including, but not limited to:

•		Difficulties in integrating the operations, technologies, products and personnel of acquired companies;
•		Lack of synergies or the inability to realize expected synergies;
•		Revenue and expense levels of acquired entities differing from those anticipated at the time of the acquisitions;
•		Difficulties in managing geographically dispersed operations;
•		The potential loss of key employees, customers and strategic partners of acquired companies;
•		Diversion of management’s attention from normal daily operations of the business; and
•		The impairment of acquired intangible assets as a result of technological advancements, or worse-than-expected performance of acquired companies.

Acquisitions are inherently risky, and we cannot provide any assurance that our previous or future acquisitions will be successful. The inability to effectively manage the risks associated with previous or future acquisitions could materially and adversely affect our business, financial condition or results of operations.

Concentration of Net Sales

We currently sell a significant proportion of our systems in any particular period to a limited number of customers, and we expect that sales of our products to relatively few customers will continue to account for a high percentage of our net sales in the foreseeable future. In addition, we believe that sales to certain of our customers will decrease in the near future as they complete current purchasing requirements for new or expanded fabrication facilities. Although the composition of the group comprising our largest customers varies from year to year, the loss of a significant customer or any reduction in orders from any significant customer — including reductions due to customer departures from recent buying patterns, as well as economic or competitive conditions in the semiconductor industry — could adversely affect our business, financial condition or results of operations.

Intellectual Property

We intend to continue to seek legal protection, primarily through patents and trade secrets, for our proprietary technology. There can be no assurance that patents will be issued from any pending applications, or that any claims allowed from existing or pending patents will be sufficiently broad to protect our proprietary technology. There is also no guarantee that any patents we hold will not be challenged, invalidated or circumvented, or that the rights granted thereunder will provide competitive advantages to us. We also cannot provide assurance that the confidentiality agreements we enter into with employees, consultants and other parties will not be breached.

We are currently involved in a number of legal disputes regarding patent and other intellectual property rights. Except as set forth in Part II: Other Information, Item 1: Legal Proceedings in this document, we are not aware of any significant claim of infringement by our products of any patent or proprietary rights of others. Adverse outcomes in current or future legal disputes could result in the loss of our proprietary rights, subject the Company to significant liabilities to third parties, require us to seek licenses from third parties, or prevent us from manufacturing or selling our products. Any of these circumstances could have a material adverse effect on our business, financial condition or results of operations.

Supply Shortages

We use numerous suppliers to obtain parts, components and sub-assemblies for the manufacture and support of our products. Although we make reasonable efforts to ensure that such parts are available from multiple suppliers, certain key parts may only be obtained from single or limited sources. These suppliers are in some cases thinly capitalized, independent companies who derive a significant amount of their business from us and/or a small group of other companies in the semiconductor industry. We seek to

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reduce our dependence on this limited group of suppliers. However, disruption or termination of certain of these suppliers may occur. Such disruptions could have an adverse effect on our operations. A prolonged inability to obtain certain parts could have a material adverse effect on our business, financial condition or results of operations, and could result in our inability to meet customer demands on time.

Compliance with Internal Control Attestation and Outside Audit Firm Independence

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, beginning with our year ending December 31, 2004, we will be required to include in our annual report our assessment of the effectiveness of our internal control over financial reporting and our audited financial statements as of the end of 2004. Furthermore, our independent registered public accounting firm will be required to attest to whether our assessment of the effectiveness of our internal control over financial reporting is fairly stated in all material respects and separately report on whether it believes we maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004. If we fail to timely complete our assessment, or if our independent registered public accounting firm cannot timely attest to our assessment, we could be subject to regulatory sanctions and a loss of public confidence in our internal control. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to timely meet our regulatory reporting obligations.

Our independent registered public accounting firm communicates with us at least annually regarding any relationships between the firm and Novellus that, in the firm’s professional judgment, might have a bearing on the firm’s independence with respect to Novellus. If our independent registered public accounting firm finds that it cannot confirm that it is independent of Novellus based on existing securities laws and registered public accounting firm independence standards, we could experience delays or otherwise fail to meet our regulatory reporting obligations.

In this regard, our independent registered public accounting firm has advised us that its affiliate offices in China and Taiwan had previously performed certain services for Novellus subsidiaries. The fees associated with these services were not substantial, although the services themselves might be characterized as “prohibited non-audit services” under existing securities laws. We, together with our registered public accounting firm, are assessing the impact of this matter on our accounting firm’s independence with respect to Novellus.

Third-Party Indemnification

From time to time, in the normal course of business, we indemnify third parties with whom we enter into contractual relationships, including customers, lessors, and parties to other transactions with us, with respect to certain matters. We have agreed, under certain conditions, to hold these third parties harmless against specified losses, such as those arising from a breach of representations or covenants, other third party claims that our products when used for their intended purposes infringe the intellectual property rights of such other third parties or other claims made against certain parties. It is not possible to determine the maximum potential amount of liability under these indemnification obligations due to our limited history of prior indemnification claims and the unique facts and circumstances that are likely to be involved in each particular claim. Historically, payments made by us under these obligations have not been material.

Changes in Accounting Standards For Stock Option Plans

The Financial Accounting Standards Board is encouraging all companies to treat the value of stock options granted to employees as an expense. The U.S. Congress and other governmental and regulatory authorities have also considered requiring companies to expense stock options. If this change were to become mandatory, we and other companies would be required to record a compensation expense equal to the value of each stock option granted. This expense would likely be recognized over the vesting period of the stock option. Currently, we are generally not required to record compensation expenses in connection with stock option grants. If we are required to expense stock option grants, it would reduce the attractiveness of granting stock options because the additional expense associated with these grants would reduce our profitability. However, stock options are an important employee recruitment and retention tool, and we may not be able to attract and retain key personnel if we reduce the scope of our employee stock option program. Accordingly, in the event we are required to expense stock option grants, our profitability would be reduced, as would our ability to use stock options as an employee recruitment and retention tool.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For quantitative and qualitative disclosures about market risk affecting Novellus, see Item 7A: “Quantitative and Qualitative Disclosures about Market Risk” in our Annual Report on Form 10-K, for the fiscal year ended December 31, 2003. Our exposure related to market risk has not changed materially since December 31, 2003.

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ITEM 4: CONTROLS AND PROCEDURES

Quarterly Evaluation of Our Disclosure Controls and Internal Controls

As of the end of the period covered by this Quarterly Report on Form 10-Q, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures and our internal controls and procedures for financial reporting. This controls evaluation was done under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Rules adopted by the Securities and Exchange Commission, or the SEC, require that in this section of the Quarterly Report on Form 10-Q, we present the conclusions of the CEO and the CFO about the effectiveness of our disclosure controls and internal controls for financial reporting based on and as of the date of the controls evaluation.

CEO and CFO Certifications

The certifications of the Chief Executive Officer and the Chief Financial Officer required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to this Quarterly Report on Form 10-Q. This section of the Quarterly Report on Form 10-Q is the information concerning the controls evaluation referred to in the Section 302 certifications and this information should be read in conjunction with the Section 302 certifications for a more complete understanding of the topics presented.

Disclosure Controls and Internal Controls for Financial Reporting

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, or the Exchange Act, such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Internal controls for financial reporting are procedures which are designed with the objective of providing reasonable assurance that our transactions are properly authorized, our assets are safeguarded against unauthorized or improper use and our transactions are properly recorded and reported, all to permit the preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America.

Limitations on the Effectiveness of Controls

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

Scope of the Controls Evaluation

The evaluation of our disclosure controls and our internal controls for financial reporting by our Chief Executive Officer and our Chief Financial Officer included a review of the controls implemented by the Company and the effect of the controls on the information generated for use in this Quarterly Report on Form 10-Q. In the course of the controls evaluation, we sought to identify data errors, controls problems or acts of fraud and to confirm that appropriate corrective action, including process improvements, were being undertaken. This type of evaluation will be done on a quarterly basis so that the conclusions concerning controls effectiveness can be reported in our Quarterly Reports on Form 10-Q and our Annual Report on Form 10-K. Our internal controls for financial reporting are also evaluated on an ongoing basis by our outsourced internal audit department and by other personnel in our finance department. The overall goals of these various evaluation activities are to monitor our disclosure controls and our internal controls for financial

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reporting and to make modifications as necessary; our intent in this regard is that the disclosure controls and the internal controls for financial reporting will be maintained as dynamic systems that change (including with improvements and corrections) as conditions warrant.

Among other matters, we sought in our evaluation to determine whether there were any “significant deficiencies” or “material weaknesses” in the Company’s internal controls for financial reporting, or whether the Company had identified any acts of fraud involving personnel who have a significant role in the Company’s internal controls for financial reporting. This information was important both for the controls evaluation generally and because items 5 and 6 in the Section 302 certifications of the Chief Executive Officer and the Chief Financial Officer require that the Chief Executive Officer and the Chief Financial Officer disclose that information to our Board’s Audit Committee and to our independent auditors and report on related matters in this section of the Quarterly Report on Form 10-Q. In the professional auditing literature, “significant deficiencies” are referred to as “reportable conditions.” These are control issues that could have a significant adverse effect on the ability to record, process, summarize and report financial data in the financial statements. A “material weakness” is defined in the auditing literature as a particularly serious reportable condition where the internal control for financial reporting does not reduce to a relatively low level the risk that misstatements caused by error or fraud may occur in amounts that would be material in relation to the financial statements and not be detected within a timely period by employees in the normal course of performing their assigned functions. We also sought to deal with other controls matters in the controls evaluation, and in each case if a problem was identified, we considered what revision, improvement and/or correction to make in accordance with our ongoing procedures. In accordance with SEC requirements, the Chief Executive Officer and the Chief Financial Officer note that, during our most recent fiscal quarter, there have been no changes in internal controls for financial reporting that have actually affected or are reasonably likely to materially affect our internal controls for financial reporting.

Conclusions

Based upon the controls evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, subject to the limitations noted above, our disclosure controls are effective to ensure that material information relating to the Company is made known to management, including the Chief Executive Officer and the Chief Financial Officer, particularly during the period when our periodic reports are being prepared, and that our internal controls for financial reporting are effective to provide reasonable assurance that our financial statements are fairly presented in conformity with accounting principles generally accepted in the United States of America.

PART II: OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

The following identifies the litigation matters for which a material development has occurred during the three months ended September 25, 2004. For more detailed information on litigation matters outstanding please see Note 11, “Litigation” in our Annual Report on Form 10-K for the year ended December 31, 2003 and Item 1 “Legal Proceedings” of Part II of our Quarterly Reports on Form 10-Q for the quarters ended March 27, 2004 and June 26, 2004.

Applied Materials, Inc.

On September 20, 2004, we settled all pending patent litigation between us and Applied Materials, Inc. by entering into a Binding Memorandum of Understanding, referred to herein as an MOU, with Applied. The MOU became effective as of September 3, 2004.

Background of the Litigation

On June 13, 1997, we acquired the Thin Film Systems (TFS) business of Varian Associates, Inc. On the same day, Applied sued Varian in the United States District Court for the Northern District of California for alleged patent infringement concerning several of its physical vapor deposition, or PVD, patents (the Applied Patents). On June 23, 1997, we sued Applied in the United States District Court for the Northern District of California, claiming infringement by Applied of several of our PVD patents acquired from Varian in the TFS business acquisition. On July 7, 1997, Applied amended its complaint in its suit against Varian to add Novellus as a defendant. We requested that the Court dismiss us as a defendant in this suit.

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The relief requested by Applied in both suits included a permanent injunction against future infringement, damages for alleged past infringement and treble damages for alleged willful infringement. Trial had been set to commence on September 20, 2004.

Settlement

Under the terms of the MOU, all then pending patent litigation between us and Applied was dismissed with prejudice. As part of the settlement, Applied agreed to pay us $8.0 million and released us from all amounts owed or claimed to be owed as of September 3, 2004 under a previous Settlement Agreement between us dated May 4, 1997 (the TEOS Agreement), including Applied’s claim that $3.5 million was owed by us. In addition, the MOU effected a change in the terms of settlement under the TEOS Agreement to cause the license by Applied of U.S. Patent No. 5,362,526 to us, and the cross-license of our CVD Patents and the Applied CVD Patents (each as defined in the TEOS Agreement), in each case to be fully-paid and royalty-free, except in limited circumstances. The MOU also effected a change in the terms of settlement under the TEOS Agreement to eliminate all rights of Applied to terminate the license based upon Novellus’ merger or acquisition of or by other entities.

Under the MOU, the parties also agreed to covenants not to sue each other for specified periods, as well as notice and cure periods, each of which limits the ability of the parties to bring patent infringement claims against the other and the other’s customers, suppliers and distributors, regarding products existing at September 3, 2004 and new products, subject to certain exceptions in specified product areas and for certain suppliers to the parties. The MOU also provides a general release of the patent claims covered by the MOU for periods prior to September 3, 2004. Neither party admitted any liability in connection with the settlement.

For a detailed description of the specific terms and conditions of the MOU, please refer to our Current Report on Form 8-K filed September 24, 2004 and the attached Exhibit 99.1.

The current quarter results include the cash receipt of $8.0 million and the reversal of $8.1 million previously accrued as a result of the settlement of litigation with Applied.

Semitool, Inc.

On October 11, 2004, we settled the pending patent litigation between us and Semitool, Inc. pursuant to the terms of a settlement agreement effective October 8, 2004.

Background of the Litigation

On June 11, 2001, Semitool sued us for patent infringement in the United States District Court for the District of Oregon. Semitool alleged that we infringed one of Semitool’s patents related to copper electroplating. Semitool sought an injunction against future infringement, damages for past infringement, and treble damages for alleged willful infringement. On November 13, 2001, we countersued Semitool for patent infringement in the United States District Court for the District of Oregon. We alleged that Semitool infringed certain of our patents related to copper electroplating. We sought an injunction against Semitool, damages for past infringement, and treble damages for willful infringement by Semitool.

Settlement

On October 11, 2004, we entered into a settlement agreement with Semitool that resolves all patent infringement claims at issue between us and Semitool. We made a $2.9 million settlement payment to Semitool in accordance with the terms of the settlement agreement. In addition, we agreed to covenants not to sue Semitool for infringement of the four counterclaim patents we asserted in the litigation based on acts prior to or after October 8, 2004 and Semitool agreed to a covenant not to sue us for infringement of the patent Semitool asserted in the litigation. This covenant not to sue is limited to the activities where Semitool accused us of infringement prior to October 8, 2004. The settlement agreement does not include any license of either party’s patents. Neither party admitted any liability in connection with the settlement.

Linear Technology Corporation

On March 12, 2002, Linear Technology Corporation filed a complaint against Novellus, among other parties, in the Superior Court of the State of California for the County of Santa Clara. The complaint sought damages (including punitive damages), injunctions and declaratory relief for causes of action involving alleged breach of contract, fraud, unfair competition and breach of warranty. We filed a demurrer to Linear’s complaint, which the court granted on April 11, 2003, with leave to amend. On May 2, 2003, Linear filed a

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second amended complaint. We filed a demurrer to Linear’s second amended complaint, which the court granted on August 14, 2003, with leave to amend. On September 15, 2003, Linear filed a third amended complaint. We filed a demurrer to Linear’s third amended complaint, which the court granted on January 15, 2004, with leave to amend. On January 28, 2004, Linear filed a fourth amended complaint. We filed a demurrer to the fourth amended complaint on April 2, 2004. On July 7, 2004, Linear filed a fifth amended complaint. We filed a demurrer to Linear’s fifth amended complaint on September 3, 2004. On October 5, 2004, the Court granted our demurrer on all causes of action without leave to amend. The Court has not yet entered judgment in this case. Due to the uncertainty surrounding the litigation process, we are unable to estimate a range of loss, if any, at this time.

Other Litigation

We are a defendant or plaintiff in various actions that arose in the normal course of business. We believe that the ultimate disposition of these matters will not have a material adverse effect on our business, financial condition or results of operations. However, due to the uncertainty surrounding the litigation process, we are unable to estimate a range of loss, if any, at this time.

ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On February 23, 2004 we announced that our Board of Directors had approved a stock repurchase plan that authorized the repurchase of up to $500.0 million of our outstanding common stock through February 13, 2007. On September 20, 2004 we announced that our Board of Directors had authorized an additional $1.0 billion for repurchase of our outstanding common stock through September 14, 2009. We may repurchase shares from time to time in the open market, through block trades or otherwise. The repurchases may be commenced or suspended at any time or from time to time without prior notice depending on prevailing market conditions and other factors.

ITEM 6: EXHIBITS

(a) Exhibits

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SIGNATURES

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

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EXHIBIT INDEX

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