VARIAN MEDICAL SYSTEMS INC (Form: 10-Q, Received: 08/11/2020 16:39:41)

false7/3/20202020Q3000020352710/0290,941,138311P5YP1Yus-gaap:AccruedLiabilitiesCurrentus-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortizationus-gaap:AccruedLiabilitiesCurrentus-gaap:OtherLiabilitiesNoncurrentsix years, six monthsSUBSEQUENT EVENTS On August 2, 2020, the Company entered into a definitive agreement to combine with Siemens Healthineers AG ("Siemens Healthineers") in an all-cash transaction valued at $16.4 billion on a fully diluted basis. Under the terms of the agreement, which has been unanimously approved by the Company's Board of Directors, Siemens Healthineers will acquire all outstanding shares of the Company for $177.50 per share in cash. The transaction is expected to close in the first half of calendar year 2021, subject to approval by the Company's stockholders, receipt of regulatory approvals and other customary closing 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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________

FORM 10-Q

____________________________________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 3, 2020


☐			TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-7598

_________________________________________________

VARIAN MEDICAL SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

____________________________________________________________

Delaware

94-2359345

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

3100 Hansen Way,

Palo Alto,

California

94304-1038

(Address of principal executive offices)

(Zip Code)

(650) 493-4000

(Registrant’s telephone number, including area code)

___________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1 par value	VAR	New York Stock Exchange

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 ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☒

Accelerated filer

☐

Non-Accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 31, 2020, the registrant had 90,941,138 shares of common stock, par value $1 per share, outstanding.

VARIAN MEDICAL SYSTEMS, INC.

FORM 10-Q for the Quarter Ended July 3, 2020

INDEX

Part I.

Financial Information

Item 1.

Unaudited Financial Statements

Condensed Consolidated Statements of Earnings

Condensed Consolidated Statements of Comprehensive Earnings

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Cash Flows

Condensed Consolidated Statements of Equity

Notes to the Condensed Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

Part II.

Other Information

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

Item 5.

Other Information

Item 6.

Exhibits

Signatures

PART I

FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements

VARIAN MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)


	Three Months Ended						Nine Months Ended
	July 3,		June 28,		July 3,		June 28,
(In millions, except per share amounts)	2020		2019		2020		2019
Revenues:
Product	$	320.2	$	461.3	$	1,148.5	$	1,292.0
Service	374.1		364.5		1,169.2		1,054.2
Total revenues	694.3		825.8		2,317.7		2,346.2
Cost of revenues:
Product	225.2		298.0		760.2		859.0
Service	170.6		176.4		555.0		501.5
Total cost of revenues	395.8		474.4		1,315.2		1,360.5
Gross margin	298.5		351.4		1,002.5		985.7
Operating expenses:
Research and development	65.3		62.1		203.4		182.4
Selling, general and administrative	145.0		153.6		497.3		441.5
Impairment and restructuring charges	23.1		50.6		63.6		50.6
Acquisition-related expenses and in-process research and development	5.2		31.2		13.4		35.8
Total operating expenses	238.6		297.5		777.7		710.3
Operating earnings	59.9		53.9		224.8		275.4
Interest income	2.7		3.7		8.8		11.6
Interest expense	(2.9)		(1.8)		(11.9)		(4.0)
Other income, net	25.1		4.2		28.6		27.4
Earnings before taxes	84.8		60.0		250.3		310.4
Taxes on earnings	23.9		30.5		57.4		88.6


Net earnings	60.9		29.5		192.9		221.8
Less: Net earnings (loss) attributable to noncontrolling interests	(0.3)		0.1		0.3		0.6
Net earnings attributable to Varian	$	61.2	$	29.4	$	192.6	$	221.2




Net earnings per share - basic	$	0.67	$	0.32	$	2.12	$	2.43




Net earnings per share - diluted	$	0.67	$	0.32	$	2.11	$	2.41

Shares used in the calculation of net earnings per share:
Weighted average shares outstanding - basic	90.8		91.0		90.8		91.0
Weighted average shares outstanding - diluted	91.2		91.8		91.4		91.9

See accompanying notes to the condensed consolidated financial statements.

VARIAN MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(Unaudited)


	Three Months Ended						Nine Months Ended
	July 3,		June 28,		July 3,		June 28,
(In millions)	2020		2019		2020		2019
Net earnings	$	60.9	$	29.5	$	192.9	$	221.8
Other comprehensive earnings (loss), net of tax:
Defined benefit pension and post-retirement benefit plans:
Amortization of prior service cost included in net periodic benefit cost, net of tax benefit of $0.0* and $0.1, for the three and nine months ended July 3, 2020, respectively, and $0.0* and $0.1, for the corresponding periods of fiscal year 2019, respectively	(0.2)		(0.2)		(0.5)		(0.5)
Amortization of net actuarial loss included in net periodic benefit cost, net of tax expense of $(0.1) and $(0.4), for the three and nine months ended July 3, 2020, respectively, and $(0.1) and $(0.3), for the corresponding periods of fiscal year 2019, respectively	0.9		0.5		2.7		1.4
	0.7		0.3		2.2		0.9
Derivative instruments:
Change in unrealized gain (loss), net of tax benefit (expense) of $0.4 and $(0.2), for the three and nine months ended July 3, 2020, respectively, and $0.0* and $0.0* for the corresponding periods of fiscal year 2019, respectively	(1.1)		(0.3)		0.9		(0.3)
Reclassification adjustments, net of tax benefit of $0.3 and $0.7, for the three and nine months ended July 3, 2020, respectively	(0.8)		—		(2.3)		—
	(1.9)		(0.3)		(1.4)		(0.3)




Currency translation adjustment	(10.5)		2.3		(12.2)		(4.8)
Other comprehensive earnings (loss)	(11.7)		2.3		(11.4)		(4.2)
Comprehensive earnings	49.2		31.8		181.5		217.6
Less: Comprehensive earnings (loss) attributable to noncontrolling interests	(0.3)		0.1		0.3		0.6
Comprehensive earnings attributable to Varian	$	49.5	$	31.7	$	181.2	$	217.0

* Tax expense or benefit related to the periods presented are not material.

See accompanying notes to the condensed consolidated financial statements.

VARIAN MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	July 3,		September 27,
(In millions, except par values)	2020		2019
Assets
Current assets:
Cash and cash equivalents	$	769.2	$	531.4
Trade and unbilled receivables, net of allowance for doubtful accounts of $50.1 and $46.5 at July 3, 2020 and September 27, 2019, respectively	987.4		1,106.3
Inventories	600.4		551.5
Prepaid expenses and other current assets	274.7		206.2

Total current assets	2,631.7		2,395.4
Property, plant and equipment, net	346.3		311.5
Operating lease right-of-use assets	123.6		—
Goodwill	607.4		612.2
Intangible assets	265.7		300.7
Deferred tax assets	92.3		84.7
Other assets	387.4		397.2
Total assets	$	4,454.4	$	4,101.7
Liabilities and Equity
Current liabilities:
Accounts payable	$	164.5	$	248.5
Accrued liabilities	468.5		459.5
Deferred revenues	778.4		766.0
Short-term borrowings	580.0		410.0

Total current liabilities	1,991.4		1,884.0

Long-term lease liabilities	102.6		—
Other long-term liabilities	417.3		440.1
Total liabilities	2,511.3		2,324.1
Commitments and contingencies (Note 8)
Equity:
Varian stockholders' equity:
Preferred stock of $1 par value: 1.0 shares authorized; none issued and outstanding	—		—
Common stock of $1 par value: 189.0 shares authorized; 90.9 and 90.8 shares issued and outstanding at July 3, 2020 and September 27, 2019, respectively	90.9		90.8
Capital in excess of par value	901.2		845.6
Retained earnings	1,054.9		934.0
Accumulated other comprehensive loss	(113.5)		(102.1)
Total Varian stockholders' equity	1,933.5		1,768.3
Noncontrolling interest	9.6		9.3
Total equity	1,943.1		1,777.6
Total liabilities and equity	$	4,454.4	$	4,101.7

See accompanying notes to the condensed consolidated financial statements.

VARIAN MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Nine Months Ended
	July 3,		June 28,
(In millions)	2020		2019
Cash flows from operating activities:
Net earnings	$	192.9	$	221.8
Adjustments to reconcile net earnings to net cash provided by operating activities:
Share-based compensation expense	30.6		35.2
Depreciation	44.9		38.7
Amortization of intangible assets and inventory step-up	28.7		18.7
Deferred taxes	2.1		8.9
Provision to allowance for doubtful accounts	5.8		6.2
Gain on equity investments	(27.1)		(23.8)
Impairment charges	49.7		50.6
Write-off of in-process research and development related to acquisition-related activities	—		20.8



Other, net	(2.9)		(0.5)
Changes in assets and liabilities, net of effects of acquisitions:
Trade and unbilled receivables	84.3		(77.7)
Inventories	(47.7)		(78.4)
Prepaid expenses and other assets	(17.1)		(26.9)
Accounts payable	(94.3)		29.9
Accrued liabilities and other long-term liabilities	(42.5)		(24.4)
Deferred revenues	10.1		54.9
Net cash provided by operating activities	217.5		254.0
Cash flows from investing activities:
Purchases of property, plant and equipment	(55.0)		(43.7)
Sale of available-for-sale security	—		8.5
Acquisitions, net of cash acquired	(8.4)		(485.6)


Purchase of equity and notes receivable in privately-held companies	(21.3)		(29.8)
Sale of equity investments	9.2		29.9



Other, net	(1.8)		(3.0)
Net cash used in investing activities	(77.3)		(523.7)
Cash flows from financing activities:
Repurchases of common stock	(86.2)		(134.2)
Proceeds from issuance of common stock to employees	51.4		55.7
Tax withholdings on vesting of equity awards	(11.7)		(14.1)

Borrowings under credit facility agreement	105.0		430.0
Repayments under credit facility agreement	(105.0)		(430.0)
Net borrowings under the credit facility agreements with maturities less than 90 days	170.0		400.0
Repayment of acquired debt	—		(16.8)
Payment of contingent consideration	(11.2)		(0.5)

Other	(1.0)		3.9
Net cash provided by financing activities	111.3		294.0
Effects of exchange rate changes on cash, cash equivalents, and restricted cash	(5.1)		2.2
Net increase in cash, cash equivalents, and restricted cash	246.4		26.5
Cash, cash equivalents, and restricted cash at beginning of period	544.1		516.4
Cash, cash equivalents, and restricted cash at end of period	$	790.5	$	542.9

See accompanying notes to the condensed consolidated financial statements.

VARIAN MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)


	Common Stock
(In millions)	Shares	Amount		Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Total Varian Stockholders' Equity		Noncontrolling Interests		Total Equity
Balance at September 27, 2019	90.8	$	90.8	$	845.6	$	934.0	$	(102.1)	$	1,768.3	$	9.3	$	1,777.6
Net earnings	—	—		—		88.2		—		88.2		0.7		88.9
Other comprehensive earnings	—	—		—		—		5.1		5.1		—		5.1
Issuance of common stock	0.3	0.3		20.7		—		—		21.0		—		21.0
Tax withholdings on vesting of equity awards	—	—		(3.6)		—		—		(3.6)		—		(3.6)
Share-based compensation expense	—	—		14.7		—		—		14.7		—		14.7
Repurchases of common stock	(0.4)	(0.4)		(7.0)		(39.0)		—		(46.4)		—		(46.4)

Balances at January 3, 2020	90.7	$	90.7	$	870.4	$	983.2	$	(97.0)	$	1,847.3	$	10.0	$	1,857.3
Net earnings (loss)	—	—		—		43.2		—		43.2		(0.1)		43.1
Other comprehensive loss	—	—		—		—		(4.8)		(4.8)		—		(4.8)
Issuance of common stock	0.3	0.3		11.0		—		—		11.3		—		11.3
Tax withholdings on vesting of equity awards	—	—		(7.9)		—		—		(7.9)		—		(7.9)
Share-based compensation expense	—	—		11.5		—		—		11.5		—		11.5
Repurchases of common stock	(0.3)	(0.3)		(6.8)		(32.7)		—		(39.8)		—		(39.8)

Balances at April 3, 2020	90.7	$	90.7	$	878.2	$	993.7	$	(101.8)	$	1,860.8	$	9.9	$	1,870.7
Net earnings (loss)	—	$	—	$	—	$	61.2	$	—	$	61.2	$	(0.3)	$	60.9
Other comprehensive loss	—	—		—		—		(11.7)		(11.7)		—		(11.7)
Issuance of common stock	0.2	0.2		19.0		—		—		19.2		—		19.2
Tax withholdings on vesting of equity awards	—	—		(0.2)		—		—		(0.2)		—		(0.2)
Share-based compensation expense	—	—		4.2		—		—		4.2		—		4.2



Balances at July 3, 2020	90.9	$	90.9	$	901.2	$	1,054.9	$	(113.5)	$	1,933.5	$	9.6	$	1,943.1


	Common Stock
(In millions)	Shares	Amount		Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Total Varian Stockholders' Equity		Noncontrolling Interests		Total Equity
Balances at September 28, 2018	91.2	$	91.2	$	778.1	$	780.4	$	(65.3)	$	1,584.4	$	4.3	$	1,588.7
Net earnings	—	—		—		103.2		—		103.2		0.7		103.9
Other comprehensive loss	—	—		—		—		(3.7)		(3.7)		—		(3.7)
Issuance of common stock	0.3	0.3		21.7		—		—		22.0		—		22.0
Tax withholdings on vesting of equity awards	—	—		(4.4)		—		—		(4.4)		—		(4.4)
Share-based compensation expense	—	—		10.5		—		—		10.5		—		10.5
Repurchases of common stock	(0.3)	(0.3)		(6.6)		(27.9)		—		(34.8)		—		(34.8)
Other	—	—		—		(0.2)		—		(0.2)		—		(0.2)
Balances at December 28, 2018	91.2	$	91.2	$	799.3	$	855.5	$	(69.0)	$	1,677.0	$	5.0	$	1,682.0
Net earnings (loss)	—	—		—		88.6		—		88.6		(0.2)		88.4
Other comprehensive loss	—	—		—		—		(2.8)		(2.8)		—		(2.8)
Issuance of common stock	0.5	0.5		19.8		—		—		20.3		—		20.3
Tax withholdings on vesting of equity awards	(0.1)	(0.1)		(9.4)		—		—		(9.5)		—		(9.5)
Share-based compensation expense	—	—		12.5		—		—		12.5		—		12.5
Repurchases of common stock	(0.4)	(0.4)		(8.6)		(41.8)		—		(50.8)		—		(50.8)

Balances at March 29, 2019	91.2	$	91.2	$	813.6	$	902.3	$	(71.8)	$	1,735.3	$	4.8	$	1,740.1
Net earnings	—	—		—		29.4		—		29.4		0.1		29.5
Other comprehensive earnings	—	—		—		—		2.3		2.3		—		2.3
Issuance of common stock	0.2	0.2		13.2		—		—		13.4		—		13.4
Tax withholdings on vesting of equity awards	—	—		(0.2)		—		—		(0.2)		—		(0.2)
Share-based compensation expense	—	—		12.1		—		—		12.1		—		12.1
Repurchases of common stock	(0.4)	(0.4)		(7.3)		(41.0)		—		(48.7)		—		(48.7)
Acquisition of Cancer Treatment Services International	—	—		—		—		—		—		8.8		8.8

Balances at June 28, 2019	91.0	$	91.0	$	831.4	$	890.7	$	(69.5)	$	1,743.6	$	13.7	$	1,757.3

See accompanying notes to the condensed consolidated financial statements.

VARIAN MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

The long-term growth and value creation strategy of Varian Medical Systems, Inc. (“VMS”) and subsidiaries (collectively, the “Company”) is to transform the Company from the global leader in radiation therapy to the global leader in multi-disciplinary, integrated cancer care solutions that leverages its clinical experience and strengths in technology development and new product innovation. The Company offers solutions in radiation therapy and medical oncology, as well as interventional oncology, an emerging area of cancer care. The Company designs, manufactures, sells and services hardware and software products for treating cancer with radiotherapy, stereotactic radiosurgery, stereotactic body radiotherapy and brachytherapy, and offers products for interventional oncology procedures and treatments, including cryoablation, microwave ablation and embolization. Software solutions include treatment planning, informatics, clinical knowledge exchange, patient care management, practice management and decision support for comprehensive cancer clinics, radiotherapy centers and medical oncology practices. The Company also develops, designs, manufactures, sells and services proton therapy products and systems for cancer treatment.

The Company has expanded its services offerings to include clinical practice services that assist within the clinical workflow. These services focus on decision support and/or cancer care knowledge augmentation aimed at facilitating improved accessibility and affordability to care while maintaining a fundamental level of clinical quality. Further, the Company operates 12 multi-disciplinary cancer centers and one specialty hospital in India and one multi-disciplinary cancer center in Sri Lanka.

Proposed Acquisition by Siemens Healthineers

On August 2, 2020, the Company, Siemens Healthineers Holding I GmbH, a company organized under the laws of Germany (“Siemens Healthineers”), Falcon Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Siemens Healthineers (“Merger Sub”), and, with respect to certain provisions, Siemens Medical Solutions USA, Inc., a Delaware corporation, entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other things, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Siemens Healthineers. Under the terms of the Merger Agreement, which has been unanimously approved by the Company's Board of Directors, Siemens Healthineers will acquire all outstanding shares of the Company for $177.50 per share in cash, in a transaction valued at approximately $16.4 billion on a fully diluted basis. The Merger is expected to close in the first half of calendar year 2021, subject to approval by the Company's stockholders, receipt of specified regulatory approvals and other customary closing conditions. Under the terms of the Merger Agreement, if the Merger Agreement is terminated by the Company or Siemens Healthineers under certain specified circumstances, a termination fee of $450 million in cash may be payable by the Company to Siemens Healthineers. The Merger Agreement also provides that a reverse termination fee of $450 million or $925 million in cash may be payable by Siemens Healthineers to the Company if the Merger Agreement is terminated by the Company or Siemens Healthineers under certain specified circumstances.

Basis of Presentation

The condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated balance sheet as of September 27, 2019, was derived from audited financial statements as of that date, but does not include all disclosures required by GAAP. These condensed consolidated financial statements and the accompanying notes are unaudited and should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2019 (the “2019 Annual Report”).

The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic and the extent and duration of the future impact on the Company's business is highly uncertain and difficult to predict. The COVID-19 pandemic has adversely impacted, and is likely to further adversely impact, nearly all aspects of the Company’s business and markets, including its workforce and operations and the operations of its customers, suppliers, distributors and business partners. The full extent to which the pandemic will directly or indirectly impact the Company's business, results of operations and financial condition, including but not limited to revenues, gross orders, expenses, manufacturing, research and development costs, reserves and allowances, fair value measurements, asset impairment charges, contingent consideration obligations and the effectiveness of the Company's hedging instruments, will depend on future developments that are highly uncertain and difficult to predict.

VARIAN MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

(Unaudited)

The Company has approximately $1.4 billion in accessible liquidity, including approximately $769 million in cash and cash equivalents and approximately $600 million available under its $1.2 billion revolving credit facility. To date, the Company has not experienced a significant decline in customer credit quality or a significant increase in requests for changes or extension of payment terms as a result of COVID-19, although management will continue to closely monitor these metrics going forward. Furthermore, the Company's ability to estimate and make certain judgments may be materially impacted by the uncertainty caused by the pandemic.

In the opinion of management, the condensed consolidated financial statements herein include adjustments necessary for a fair statement of the Company’s financial position as of July 3, 2020, and September 27, 2019, results of operations and statements of comprehensive earnings for the three and nine months ended July 3, 2020, and June 28, 2019, statements of cash flows for the nine months ended July 3, 2020, and June 28, 2019, and statements of equity for the nine months ended July 3, 2020, and June 28, 2019. The results of operations for the nine months ended July 3, 2020, are not necessarily indicative of the operating results to be expected for the full fiscal year or any future period.

Reclassifications

Certain reclassifications have been made to the amounts in the prior year in order to conform to the current year's presentation.

Fiscal Year

The fiscal years of the Company as reported are the 52- or 53-week periods ending on the Friday nearest September 30. Fiscal year 2020 is the 53-week period ending October 2, 2020. Fiscal year 2019 was the 52-week period that ended on September 27, 2019. The fiscal quarters ended July 3, 2020 and June 28, 2019, were both 13-week periods.

Principles of Consolidation

The condensed consolidated financial statements include those of VMS and its wholly-owned and majority-owned or controlled subsidiaries. Intercompany balances, transactions and stock holdings have been eliminated in consolidation.

Consolidation of Variable Interest Entities

For entities in which the Company has variable interests, the Company focuses on identifying which entity has the power to direct the activities that most significantly impact the variable interest entity’s economic performance and which enterprise has the obligation to absorb losses or the right to receive benefits from the variable interest entity. If the Company is the primary beneficiary of a variable interest entity, the assets, liabilities, and results of operations of the variable interest entity will be included in the Company’s condensed consolidated financial statements. At July 3, 2020 and September 27, 2019, the Company consolidated its non-controlling interest in a joint venture, included within its Oncology Systems business, related to the Cancer Treatment Services International ("CTSI") operations.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Due to the COVID-19 pandemic, the Company is subject to a greater degree of uncertainty than normal in making the judgments and estimates needed to apply its significant accounting policies, such as the impairment of goodwill and intangibles, and the impairment of equity investments, available-for-sale securities and loans receivables. As the COVID-19 pandemic and responsive actions continue to develop, management may make changes to these estimates and judgments, which could result in material impacts to the Company's financial statements in future periods.

Significant Accounting Policies

With the exception of the change for the accounting of leases as a result of the adoption of Accounting Standard Codification Topic 842, there have been no material changes to the Company's significant accounting policies provided in Note 1, "Summary of Significant Accounting Policies," within Item 8 of the Company's Annual Report on Form 10-K for the year ended September 27, 2019.

VARIAN MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

(Unaudited)

Leases

The Company determines if an arrangement is or contains a lease at the inception of an arrangement. The Company's operating lease right-of-use ("ROU") assets represents the right to use an underlying asset over the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. ROU assets may also include initial direct costs incurred and prepaid lease payments, less lease incentives. Lease liabilities and their corresponding ROU assets are recognized based on the present value of lease payments over the lease term, discounted using the Company's incremental borrowing rate ("IBR"). The Company recognizes operating leases with lease terms of more than 12 months in operating lease right-of-use assets, accrued liabilities, and long-term lease liabilities on its Condensed Consolidated Balance Sheets.

The Company’s finance leases primarily represent certain sale and leaseback-sublease arrangements. The Company has entered into sale-leaseback arrangements with a third-party finance company for certain equipment and simultaneously subleased the equipment to certain qualified customers. The Company’s leaseback arrangements have been accounted for as finance leases as they meet one or more of the finance lease classification criteria. The Company recognizes finance leases with lease terms of more than 12 months in property, plant, and equipment, net, accrued liabilities, and other long-term liabilities on its Condensed Consolidated Balance Sheets.

For purposes of calculating lease liabilities and the corresponding ROU assets, the Company's lease term may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option.

The Company generally does not have adequate information to determine the implicit rate in a lease, therefore the Company uses an estimated IBR. The Company does not maintain a public credit rating and its debt arrangements are unsecured, thus requiring significant judgment to calculate the IBR. The Company uses different data sets to estimate the IBR, including: (i) an estimated indicative credit rating of the Company; (ii) yields on comparable credit rating composite curves; (iii) foreign exchange rates; and (iv) an estimated adjustment for collateral. The Company also applies adjustments to account for considerations related to (i) tenor and (ii) country credit rating that may not be fully incorporated by the aforementioned data sets.

Certain of the Company’s lease arrangements include variable lease payments. Variable lease payments, not dependent on an index or discount rate, are expensed as incurred and are not included within the ROU asset and lease liability calculation. Variable lease payments generally include common area maintenance, utilities, maintenance charges, property taxes, insurance, and contingent rent payments. Certain of the Company's arrangements contain clauses that provide for contingent rent payments based on a percentage of revenue share and/or earnings before interest, taxes, depreciation and amortization.

The Company combines lease and non-lease components as a single lease component for both its operating and finance leases. In addition, the Company does not record operating and finance lease assets and liabilities for short-term leases, which have an initial term of 12 months or less.

Recently Adopted Accounting Pronouncements

In the first quarter of fiscal year 2020, the Company adopted the Financial Accounting Standards Board ("FASB") standard on accounting for leases, "Leases." The new standard is intended to provide enhanced transparency and comparability by requiring lessees to record ROU assets and corresponding lease liabilities on the balance sheet. The Company adopted this standard under the optional transition method, which applies the standard on the effective date, rather than the earliest comparative period presented in the financial statements. The Company elected: (1) the "package of practical expedients," which does not require the Company to reassess its prior conclusions about lease identification, lease classification, and initial direct costs under the new standard; (2) not to separate non-lease components from lease components; and (3) not to recognize ROU assets and lease liabilities for short-term leases. The Company has implemented internal controls and key system functionalities to enable the preparation of financial information. The primary impact for the Company was the balance sheet recognition of ROU assets and lease liabilities for operating leases as a lessee. See Note 8, "Commitments and Contingencies," for more information on the impact of this adoption on the Company's condensed consolidated financial statements.

In the first quarter of fiscal year 2020, the Company adopted FASB guidance that added the Overnight Index Swap rate based on the Secured Overnight Financing Rate ("SOFR") as a benchmark interest rate for hedge accounting purposes. The amendment recognizes SOFR as a likely LIBOR replacement and supports the marketplace transition by adding the new reference rate as a benchmark interest rate. The Company has not executed interest rate hedges but adopted the amendment prospectively as the Company may consider interest rate hedges in the future. The Company is monitoring the LIBOR to SOFR migration and will coordinate the transition of outstanding LIBOR based debt and any related interest rate derivatives with counterparties when the market is liquid to ensure an orderly and efficient transition.

VARIAN MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

(Unaudited)

In the first quarter of fiscal year 2020, the Company adopted FASB guidance that allows companies to reclassify disproportionate tax effects in accumulated other comprehensive income caused by the Tax Cuts and Jobs Act to retained earnings. The impact of adopting this amendment on the Company's condensed consolidated financial statements was not material.

Recent Accounting Standards or Updates Not Yet Effective

In December 2019, the FASB issued guidance which simplifies the accounting for income taxes by removing certain exceptions to the current guidance and improving the consistent application of and simplification of other areas of the guidance. The standard is effective for the Company beginning in the first quarter of fiscal year 2022. Early adoption is permitted. The Company is evaluating the impact of adopting this guidance to its condensed consolidated financial statements.

In August 2018, the FASB amended its guidance for costs of implementing a cloud computing service arrangement and aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This new standard also requires customers to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement. This new standard becomes effective for the Company in the first quarter of fiscal year 2021, with early adoption permitted. This new standard can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is evaluating the impact of adopting this amendment to its condensed consolidated financial statements.

In August 2018, the FASB issued guidance which modifies the disclosure requirements for employers that have sponsor defined benefit pension or other post-retirement plans by removing and adding certain disclosures for these plans. The standard is effective for the Company beginning in the first quarter of fiscal year 2022. Early adoption is permitted. The Company is evaluating the impact of adopting this guidance to its condensed consolidated financial statements.

In August 2018, the FASB issued guidance which changed the disclosure requirements for fair value measurements by removing, adding and modifying certain disclosures. The standard is effective for the Company beginning in the first quarter of fiscal year 2021. The Company is evaluating the impact of adopting this guidance to its condensed consolidated financial statements.

In June 2016, the FASB issued an amendment to its accounting guidance related to the impairment of financial instruments. The amendment adds a new impairment model that is based on expected losses, rather than incurred losses. The amendment will be effective for the Company beginning in its first quarter of fiscal year 2021. The Company is evaluating the impact of adopting this amendment to its condensed consolidated financial statements.

2. OTHER FINANCIAL INFORMATION

Contracts with Customers

The following table provides the Company's unbilled receivables and deferred revenues from contracts with customers:


(In millions)	July 3, 2020		September 27, 2019
Unbilled receivables - current	$	320.1	$	346.7
Unbilled receivables - long-term ⁽¹⁾	72.1		35.1


Deferred revenues - current	(778.4)		(766.0)
Deferred revenues - long-term ⁽²⁾	(70.8)		(73.1)
Total net unbilled receivables (deferred revenues)	$	(457.0)	$	(457.3)

⁽¹⁾Included in other assets on the Company's Condensed Consolidated Balance Sheets.

⁽²⁾Included in other long-term liabilities on the Company's Condensed Consolidated Balance Sheets.

During the nine months ended July 3, 2020, unbilled receivables increased by $10.4 million, primarily due to the timing of billings in Oncology Systems, and deferred revenues increased by $10.1 million, primarily due to the contractual timing of billings occurring before the revenues were recognized.

During the three months and nine months ended July 3, 2020, the Company recognized revenues of $109.7 million and $586.6 million, respectively, which were included in the deferred revenues balances at September 27, 2019. During the three and nine

VARIAN MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

(Unaudited)

months ended June 28, 2019, the Company recognized revenues of $113.9 million and $545.1 million, respectively, which were included in the deferred revenues balances at September 28, 2018.

Unfulfilled Performance Obligations

The following table represents the Company's unfulfilled performance obligations as of July 3, 2020, and the estimated revenues expected to be recognized in the future related to these unfulfilled performance obligations:


	Fiscal Years of Revenue Recognition
(In millions)	Remainder of 2020		2021		2022		Thereafter
Unfulfilled Performance Obligations	$	509.3	$	2,434.5	$	1,182.8	$	2,574.2

The table above includes both product and service unfulfilled performance obligations, which includes a component of service performance obligations that has not been invoiced. The fiscal years presented reflect management’s best estimate of when the Company will transfer control to the customer and may change based on timing of shipment, readiness of customers’ facilities for installation, installation requirements and availability of products or customer acceptance terms.

Cash, Cash Equivalents, and Restricted Cash

The following table summarizes the Company's cash, cash equivalents, and restricted cash:


(In millions)	July 3, 2020		September 27, 2019
Cash and cash equivalents	$	769.2	$	531.4
Restricted cash - current ⁽¹⁾	10.4		4.2
Restricted cash - long-term ⁽²⁾	10.9		8.5
Total cash, cash equivalents, and restricted cash	$	790.5	$	544.1

⁽¹⁾Included in prepaid expenses and other current assets on the Company's Condensed Consolidated Balance Sheets.

⁽²⁾Included in other assets on the Company's Condensed Consolidated Balance Sheets.

Inventories

The following table summarizes the Company's inventories:


(In millions)	July 3, 2020		September 27, 2019

Raw materials and parts	$	372.7	$	376.5
Work-in-process	81.0		71.8
Finished goods	146.7		103.2
Total inventories	$	600.4	$	551.5

Other Long-Term Liabilities

The following table summarizes the Company's other long-term liabilities:


(In millions)	July 3, 2020		September 27, 2019
Income taxes payable	$	164.8	$	180.3

Deferred income taxes	83.4		75.3
Deferred revenues	70.8		73.1

Contingent consideration	27.7		42.3
Defined benefit pension plan	28.2		31.1
Other	42.4		38.0
Total other long-term liabilities	$	417.3	$	440.1

VARIAN MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

(Unaudited)

Other Income, Net

The following table summarizes the Company's other income, net:


	Three Months Ended						Nine Months Ended
(In millions)	July 3, 2020		June 28, 2019		July 3, 2020		June 28, 2019
Gain on equity investments	$	25.7	$	2.0	$	27.1	$	23.8

Net foreign currency exchange gain (loss)	(1.2)		1.8		(0.2)		2.6
Other, net	0.6		0.4		1.7		1.0
Total other income, net	$	25.1	$	4.2	$	28.6	$	27.4

3. FAIR VALUE

Assets/Liabilities Measured at Fair Value on a Recurring Basis

In the tables below, the Company has segregated all assets and liabilities that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date.


	Fair Value Measurements at July 3, 2020
	Quoted Prices in Active Markets for Identical Instruments		Significant Other Observable Inputs		Significant Unobservable Inputs		Total
Type of Instruments	(Level 1)		(Level 2)		(Level 3)		Balance
(In millions)
Assets:
Cash equivalents:
Money market funds	$	124.0	$	—	$	—	$	124.0
Equity investment	—		47.0		—		47.0
Available-for-sale securities:
MPTC Series B-1 Bonds	—		24.4		—		24.4
MPTC Series B-2 Bonds	—		22.7		—		22.7
APTC securities	—		5.3		—		5.3

Derivative assets	—		1.6		—		1.6
Total assets measured at fair value	$	124.0	$	101.0	$	—	$	225.0

Liabilities:
Derivative liabilities	$	—	$	(0.1)	$	—	$	(0.1)
Contingent consideration	—		—		(65.4)		(65.4)
Total liabilities measured at fair value	$	—	$	(0.1)	$	(65.4)	$	(65.5)

VARIAN MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

(Unaudited)


	Fair Value Measurements at September 27, 2019
	Quoted Prices in Active Markets for Identical Instruments		Significant Other Observable Inputs		Significant Unobservable Inputs		Total
Type of Instruments	(Level 1)		(Level 2)		(Level 3)		Balance
(In millions)
Assets:
Cash equivalents:
Money market funds	$	0.2	$	—	$	—	$	0.2
Available-for-sale securities:
MPTC Series B-1 Bonds	—		27.1		—		27.1
MPTC Series B-2 Bonds	—		25.1		—		25.1
APTC securities	—		6.6		—		6.6
Derivative assets	—		2.8		—		2.8
Total assets measured at fair value	$	0.2	$	61.6	$	—	$	61.8

Liabilities:
Contingent consideration	$	—	$	—	$	(75.3)	$	(75.3)
Total liabilities measured at fair value	$	—	$	—	$	(75.3)	$	(75.3)

The Company classifies its money market funds as Level 1 because they have daily liquidity, quoted prices for the underlying investments can be obtained, and there are active markets for the underlying investments. The Company's equity investment is in a publicly-traded company that is valued at quoted market prices and is subject to a 180-day lock up period. As such, it is classified as Level 2.

The Company's Level 2 available-for-sale securities consist of bonds for the Maryland Proton Therapy Center ("MPTC") and the Alabama Proton Therapy Center (“APTC”). The observable inputs for these securities are comparable bond issues, broker/dealer quotations for the same or similar investments in active markets, and other observable inputs such as yields, credit risks, default rates, and volatility. In the three months ended July 3, 2020, the MPTC Series B-1 and B-2 bonds (collectively "MPTC" bonds) and the APTC securities were determined to be other-than-temporarily impaired due to a decrease in trade prices of comparable bonds. The Company believes that it is more likely than not that the Company will not recover the losses before these bonds are sold and as such, the Company recorded impairment charges of $8.3 million on its MPTC bonds and $0.9 million on its APTC securities. The Company's available-for-sale securities are included in other assets on the Company's Condensed Consolidated Balance Sheets, except for amounts related to short-term interest receivable. See Note 14, "Proton Solutions Loans and Investments," for further information about the available-for-sale securities. As of July 3, 2020, and September 27, 2019, the carrying amount of the Company's Level 1 money market funds and Level 2 equity investments and available-for-sale securities approximated their respective fair values.

The Company has elected to use the income approach to value its derivative instruments using standard valuation techniques and Level 2 inputs, such as currency spot rates, forward points and credit default swap spreads. The Company’s derivative instruments are generally short-term in nature, typically one month to fifteen months in duration.

The Company generally measures the fair value of its Level 3 contingent consideration liabilities based on Monte Carlo pricing models with key assumptions that include estimated revenues of the acquired business, the probability of completing certain milestone targets during the earn-out period, revenue volatility and estimated discount rates corresponding to the periods of expected payments. If the estimated revenues or probability of completing certain milestones were to increase or decrease during the respective earn-out period, the fair value of the contingent consideration would increase or decrease, respectively. If the estimated discount rates were to increase or decrease, the fair value of contingent consideration would decrease or increase, respectively. Changes in key assumptions may result in an increase or decrease in the fair value of contingent consideration. The Company's contingent consideration is from its business combinations and is included in accrued liabilities and other long-term liabilities on the Condensed Consolidated Balance Sheets.

VARIAN MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

(Unaudited)

The following table presents the reconciliation for liabilities measured and recorded at fair value on a recurring basis using significant unobservable inputs (Level 3):


(In millions)	Contingent Consideration
Balance at September 27, 2019	$	(75.3)


Settlements	11.4
Adjustments due to the effect of foreign exchange	(0.2)
Change in fair value recognized in earnings	(1.3)
Balance at July 3, 2020	$	(65.4)

Transfers between fair value measurement levels are recognized at the end of the reporting period.

Fair Value of Other Financial Instruments

The fair values of certain of the Company’s financial instruments, including bank deposits included in cash equivalents, trade and unbilled receivables, net of allowance for doubtful accounts, accounts payable, and short-term borrowings approximate their carrying amounts due to their short maturities.

As of July 3, 2020, the fair value of the CPTC Loans (as defined in Note 14, "Proton Solutions Loans and Investments,") approximated its carrying value of $11.8 million. The Company recorded a $40.5 million impairment charge on the CPTC Loans in the nine months ended July 3, 2020. The carrying value is based on the present value of expected future cash payments discounted at a rate reflecting the nature and duration of the loans, risks involved with the California Proton Therapy Center ("CPTC"), and its industry. As a result, the CPTC Loans are categorized as Level 3. See Note 14, "Proton Solutions Loans and Investments," for further information.

The Company's equity investments and notes receivables in privately-held companies were $56.4 million and $64.2 million at July 3, 2020 and September 27, 2019, respectively. The Company measures these investments at cost, and these investments are adjusted through net earnings when they are deemed to be impaired or when there is an adjustment from observable price changes. In both the three and nine months ended July 3, 2020, the fair value of the Company’s investments in its privately-held companies increased by $4.8 million, which is included in other income, net, in the Condensed Consolidated Statements of Earnings. In June 2020, one of the Company's equity investments completed an initial public offering ("IPO"). The Company’s equity investment in this public company is subject to a 180-day lock-up period from the effective date of the IPO. At July 3, 2020, the Company's carrying value of its equity investment in this public company was $47.0 million, which is recorded in prepaid and other current assets on the Company's Condensed Consolidated Balance Sheets, because the Company intends to sell the investment once the 180-day lock-up period is complete. This equity investment was transferred from Level 3 into Level 2 because the fair value can be determined using observable market data but due to the 180-day lock-up period, the market is considered inactive. During the three months ended July 3, 2020, the fair value of this investment increased by $20.9 million, which is included in other income, net, in the Condensed Consolidated Statements of Earnings.

The fair value of the outstanding long-term notes receivable, including accrued interest, approximated their carrying value of $35.8 million and $33.6 million at July 3, 2020 and September 27, 2019, respectively, because they are based on terms of recent comparable transactions and are categorized as Level 3. The fair value is based on the income approach by using the discounted cash flow model with key assumptions that include discount rates corresponding to the terms and risks as well as underlying cash flow assumptions. See Note 14, "Proton Solutions Loans and Investments," for information on the long-term notes receivable.

VARIAN MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

(Unaudited)

4. RECEIVABLES

The following table summarizes the Company's trade and unbilled receivables, net, and long-term notes receivable:


(In millions)	July 3, 2020		September 27, 2019
Trade and unbilled receivables, gross	$	1,115.2	$	1,193.5
Allowance for doubtful accounts	(50.1)		(46.5)
Trade and unbilled receivables, net	$	1,065.1	$	1,147.0
Short-term	$	987.4	$	1,106.3
Long-term ⁽¹⁾	$	77.7	$	40.7


Long-term notes receivable ^{(1) (2)}	$	35.8	$	33.6

⁽¹⁾Included in other assets on the Company's Condensed Consolidated Balance Sheets.

⁽²⁾Balances include accrued interest and are recorded in other assets on the Company's Condensed Consolidated Balance Sheets.

A financing receivable represents a financing arrangement with a contractual right to receive money, on demand or on fixed or determinable dates, and that is recognized as an asset on the Company’s Condensed Consolidated Balance Sheets. The Company’s financing receivables consist of trade receivables with contractual maturities of more than one year and notes receivable. A small portion of the Company's financing trade receivables are included in short-term trade accounts receivable. As of July 3, 2020, and September 27, 2019, the allowance for doubtful accounts is entirely related to short-term trade and unbilled receivables. See Note 14, "Proton Solutions Loans and Investments," for more information on the Company's long-term notes receivable balances.

5. GOODWILL AND INTANGIBLE ASSETS

The following table summarizes the activity of goodwill by reportable operating segment:


(In millions)	Oncology Systems		Other		Total⁽¹⁾
Balance at September 27, 2019	$	447.9	$	164.3	$	612.2
Business combination	2.6		—		2.6

Measurement period adjustments to business combinations in prior year	(5.6)		3.8		(1.8)
Foreign currency translation adjustments	(4.3)		(1.3)		(5.6)
Balance at July 3, 2020	$	440.6	$	166.8	$	607.4

⁽¹⁾The total carrying value of goodwill at both July 3, 2020, and September 27, 2019 is net of $50.5 million of accumulated impairment charges related to the Company recording an impairment charge for the full value of the Proton Solutions operating segment goodwill in fiscal year 2019.

Due to certain indicators identified related to the Company's Interventional Solutions reporting unit in the second quarter of fiscal year 2020, including a significant decrease in near term revenue projections due to COVID-19, the Company identified a triggering event and performed an interim impairment test on its $164.3 million of goodwill in its Interventional Solutions reporting unit, within the Other reportable operating segment. The fair value of the Interventional Solutions’ reporting unit was in excess of its carrying value by approximately $20 million, or 7%. Management believes the methodology and assumptions used to calculate the fair value to be reasonable as of July 3, 2020. However, the Interventional Solutions reporting unit could be at risk for a future goodwill impairment if there are adjustments to certain assumptions used in the fair value calculation, including revenue growth rates, operating margins, and weighted-average cost of capital and/or working capital requirements. Given the uncertain impact of COVID-19 and/or other market factors on the Company's business, its cash flow projections for this business could decrease in the future, which could lead to an impairment of goodwill.

Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates, operating margins, working capital requirements, weighted-average cost of capital, future economic and market conditions, estimation of the long-term rate of growth for the Company's business and determination of appropriate market comparables. Management bases the fair value estimates on assumptions it believes to be reasonable but that are inherently uncertain. Actual future results related to assumed variables could differ from these estimates. In addition, management makes certain judgments and assumptions in allocating assets and liabilities to determine the carrying values for each reporting unit.

VARIAN MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

(Unaudited)

The following table summarizes the gross carrying amount and accumulated amortization of the Company's intangible assets:


	July 3, 2020										September 27, 2019
(In millions)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Technologies and patents	$	226.2	$	(104.2)	$	122.0	$	226.4	$	(85.9)	$	140.5
Customer contracts, supplier relationships, and partner relationships	117.8		(32.5)		85.3		121.1		(25.7)		95.4
Trade names	52.2		(6.0)		46.2		55.1		(3.0)		52.1
Other	6.1		(6.1)		—		6.1		(6.1)		—
Total intangible with finite lives	402.3		(148.8)		253.5		408.7		(120.7)		288.0
In-process research and development with indefinite lives	12.2		—		12.2		12.7		—		12.7
Total intangible assets	$	414.5	$	(148.8)	$	265.7	$	421.4	$	(120.7)	$	300.7

Amortization expense for intangible assets was $9.0 million and $6.0 million during the three months ended July 3, 2020, and June 28, 2019, respectively, and $28.6 million and $17.4 million during the nine months ended July 3, 2020, and June 28, 2019, respectively.

As of July 3, 2020, the Company estimates its remaining amortization expense for intangible assets with finite lives will be as follows (in millions):


Fiscal Years:	Remaining Amortization Expense
Remainder of 2020	$	9.1
2021	35.3
2022	33.7
2023	32.5
2024	25.4
Thereafter	117.5
Total remaining amortization for intangible assets	$	253.5

6. BORROWINGS

The following table summarizes the Company's total short-term borrowings:


	July 3, 2020						September 27, 2019
(In millions, except for percentages)	Amount		Weighted-Average Interest Rate		Amount		Weighted-Average Interest Rate
Short-term borrowings:
Revolving Credit Facility	$	580.0	1.22	%	$	410.0	3.05	%

Total short-term borrowings	$	580.0			$	410.0

On November 1, 2019, the Company entered into Amendment No.2 (the "Amendment") to its Credit Agreement dated April 3, 2018, (the "Credit Agreement"), by and among the Company, certain lenders party thereto, and Bank of America, N.A. (“BofA”), as administrative agent, swing line lender and letter of credit issuer. The Amendment extended the maturity date from April 2023 to November 2024. The Amendment reduced the aggregate principal amount available under Credit Agreement's five-year revolving credit facility (the "Revolving Credit Facility") from $1.8 billion to $1.2 billion, added a $500 million sub-limit for multi-currency borrowings, increased the letter of credit sub-limit from $50.0 million to $225 million, and reduced the commitment fee. In addition, there is a sub-limit for swing line loans of up to $25 million. Under the Revolving Credit Facility, the Company has the right to (i) request to increase the aggregate commitments by an aggregate amount for all such requests of up to $100.0 million and (ii) request an additional increase in the commitments or establish one or more term loans, provided that, in each case, the lenders are willing to provide such new or increased commitments and

VARIAN MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

(Unaudited)

certain other conditions are met. The proceeds of the Revolving Credit Facility may be used for working capital, capital expenditures, Company share repurchases, permitted acquisitions and other corporate purposes.

Borrowings under the Revolving Credit Facility accrue interest based on either (i) the Eurodollar Rate plus a margin of 1.000% to 1.375% based on a net leverage ratio involving funded indebtedness and EBITDA, or (ii) a base rate of (a) the federal funds rate plus 0.50%, (b) BofA’s announced prime rate, or (c) the Eurodollar Rate plus 1.00%, whichever is highest, plus a margin of 0.000% to 0.375% based on the same leverage ratio, depending upon instructions from the Company. Borrowings under the Eurodollar Rate have a contract repayment date of 12 months, or less. Borrowings under the base rate can be made on an overnight basis and have a final maturity of five years.

The Company must pay a commitment fee on the unused portion of the Revolving Credit Facility at a rate from 0.100% to 0.225% based on a net leverage ratio. The Company may prepay, reduce or terminate the commitments without penalty. Swing line loans under the Revolving Credit Facility will bear interest at the base rate plus the then applicable margin for base rate loans.

The Credit Agreement provides that certain material domestic subsidiaries must guarantee the Revolving Credit Facility, subject to certain limitations on the amount secured. As of July 3, 2020, no subsidiary guarantees were required to be executed under the Credit Agreement.

The Credit Agreement contains provisions that limit the Company's ability to, among other things, incur future indebtedness, contingent obligations or liens, guarantee indebtedness, make certain investments and capital expenditures, sell stock or assets and pay dividends, and consummate certain mergers or acquisitions.

The Credit Agreement contains affirmative and negative covenants applicable to the Company and its subsidiaries that are typical for credit facilities of this type, and that are subject to materiality and other qualifications, carve-outs, baskets and exceptions. The Company agreed to maintain a financial covenant which requires a maximum consolidated net leverage ratio. The Company was in compliance with all financial covenants under the Credit Agreement for all periods within these condensed consolidated financial statements.

Other Borrowings

VMS’s Japanese subsidiary (“VMS KK”) has an unsecured uncommitted credit agreement with Sumitomo that enables VMS KK to borrow and have outstanding at any given time a maximum of 3.0 billion Japanese Yen (the “Sumitomo Credit Facility”). In February 2020, the Sumitomo Credit Facility was extended and will expire in February 2021. Borrowings under the Sumitomo Credit Facility accrue interest based on the basic loan rate announced by the Bank of Japan plus a margin of 0.5%. As of July 3, 2020, the Company did not have an outstanding principal balance on its Sumitomo Credit Facility.

7. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company measures all derivatives at fair value on the Condensed Consolidated Balance Sheets. The accounting for gains or losses resulting from changes in the fair value of those derivatives depends upon the use of the derivative and whether it qualifies for hedge accounting.

The fair value of derivative instruments reported on the Company's Condensed Consolidated Balance Sheets were as follows:


		July 3, 2020		September 27, 2019
(In millions)	Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments:
Foreign exchange forward contracts	Prepaid expenses and other current assets	$	0.9	$	2.8
Foreign exchange forward contracts	Accrued liabilities	(0.1)		—
Derivatives not designated as hedging instruments:
Foreign exchange forward contracts	Prepaid expenses and other current assets	0.7		—
Total derivatives		$	1.5	$	2.8

VARIAN MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

(Unaudited)

Cash Flow Hedging Activities

The Company had the following outstanding foreign currency forward contracts that were entered into to hedge forecasted revenues and designated as cash flow hedges:


	July 3, 2020		September 27, 2019
(In millions)	Notional Value Sold
Euro	$	23.9	$	76.5
Japanese Yen	18.5		56.7
	$	42.4	$	133.2

The following table presents the amounts, before tax, recognized in accumulated other comprehensive loss on the Condensed Consolidated Balance Sheets:


	Gain (Loss) Recognized in Other Comprehensive Earnings (Loss)
	Three Months Ended						Nine Months Ended
(In millions)	July 3, 2020		June 28, 2019		July 3, 2020		June 28, 2019
Foreign currency forward contracts	$	(1.5)	$	(0.3)	$	1.1	$	(0.3)

As of July 3, 2020, the net unrealized gain on derivatives, before tax, of $0.9 million was included in accumulated other comprehensive loss on the Condensed Consolidated Balance Sheets and is expected to be reclassified into net earnings over the next 12 months.

The effect of cash flow hedge accounting on the Condensed Consolidated Statements of Earnings was as follows:


	Location and Amount Recognized in Earnings on Cash Flow Hedging Relationships
	Three Months Ended		Nine Months Ended
	July 3, 2020		July 3, 2020
(In millions)	Revenues		Revenues
Total amounts of income and expense line items presented in the Condensed Consolidated Statements of Earnings in which the effects of fair value and cash flow hedges are recorded	$	694.3	$	2,317.7
Gain on cash flow hedge relationships:
Foreign currency forward contracts:
Amount of gain reclassified from accumulated other comprehensive loss into net earnings	$	1.1	$	3.0

The Company did not have any gains or losses reclassified from accumulated other comprehensive loss into net earnings in the three and nine months ended June 28, 2019.

Balance Sheet Hedging Activities

The Company also hedges balance sheet exposures from its various subsidiaries and business units where the U.S. Dollar is the functional currency. For derivative instruments not designated as hedging instruments, changes in their fair values are recognized in other income, net in the Condensed Consolidated Statements of Earnings. Changes in the values of these hedging instruments are offset by changes in the values of foreign-currency-denominated assets and liabilities.

VARIAN MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

(Unaudited)

The notional amount of the Company's outstanding foreign currency forward contracts relating to balance sheet hedging activities:


(In millions)	July 3, 2020		September 27, 2019
Notional value sold	$	485.7	$	385.0
Notional value purchased	$	113.2	$	52.3

The following table presents the gains recognized in the Condensed Consolidated Statements of Earnings related to the foreign currency forward contracts that are not designated as hedging instruments.


Location of Gain (Loss) Recognized in Net Earnings on Derivative Instruments	Amount of Gain (Loss) Recognized in Net Earnings on Derivative Instruments
	Three Months Ended						Nine Months Ended
(In millions)	July 3, 2020		June 28, 2019		July 3, 2020		June 28, 2019
Other income, net	$	(13.3)	$	(2.2)	$	4.9	$	4.2

The gains (losses) on these derivative instruments were significantly offset by the gains (losses) resulting from the re-measurement of monetary assets and liabilities denominated in currencies other than the U.S. Dollar functional currency.

8. COMMITMENTS AND CONTINGENCIES

Product Warranty

The following table reflects the changes in the Company’s accrued product warranty:


	Nine Months Ended
(In millions)	July 3, 2020		June 28, 2019
Accrued product warranty, at beginning of period	$	43.1	$	44.8
Charged to cost of revenues	46.0		41.7
Actual product warranty expenditures	(49.9)		(36.9)
Accrued product warranty, at end of period	$	39.2	$	49.6

Accrued product warranty was included in accrued liabilities and other long-term liabilities on the Condensed Consolidated Balance Sheets.

Leases

The Company leases its facilities and certain equipment under operating leases. The Company's operating leases have remaining lease terms ranging from less than one year to 21 years. Facilities primarily include general and administrative office space, and space for manufacturing, research and development, and other services. Equipment primarily includes vehicles and various office equipment. The Company's finance leases primarily relate to its sale and leaseback-subleases arrangements for certain equipment and have remaining lease terms ranging from one year to seven years.

Lease cost for operating leases is recognized on a straight-line basis over the lease term. Lease cost for finance leases is recognized as amortization of the finance lease ROU asset and interest expense on the finance lease liability over the lease term. The Company also has variable lease cost that primarily relate to its operating leases and include common area maintenance, utilities, maintenance charges, property taxes, insurance, and contingent rent.

VARIAN MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

(Unaudited)

The following table summarizes the components of the Company's lease cost:


	Three Months Ended		Nine Months Ended
(In millions)	July 3, 2020		July 3, 2020

Operating lease cost	$	8.6	$	24.0
Finance lease cost:
Amortization of right-of-use assets	0.2		0.5
Interest on lease liabilities	0.1		0.4

Variable lease cost	3.7		12.4
Total lease cost	$	12.6	$	37.3

The following table summarizes the supplemental cash flow information related to the Company's operating leases:


	Nine Months Ended
(In millions)	July 3, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for leases	$	25.0

The following table summarizes supplemental balance sheet information related to the Company's operating and finance leases:


(In millions)	July 3, 2020
Operating leases:
Operating right-of-use assets	$	123.6

Accrued liabilities	$	26.2
Long-term lease liabilities	102.6
Total lease liabilities	$	128.8

Finance leases:
Property, plant, and equipment, net	$	12.0

Accrued liabilities	$	3.2
Other long-term liabilities	8.9
Total lease liabilities	$	12.1

The following table summarizes the weighted lease term and discount rate by operating and finance leases:


	July 3, 2020
Weighted average remaining lease term in years
Operating leases	7.3
Finance leases	4.4

Weighted average discount rate
Operating leases	4.9	%
Finance leases	4.0	%

VARIAN MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

(Unaudited)

As of July 3, 2020, the future minimum lease payments are as follows:


(In millions)	Operating Leases		Finance leases
Remainder of 2020	$	7.9	$	0.9
2021	29.9		3.5
2022	24.3		2.9
2023	19.2		2.9
2024	14.7		1.1
Thereafter	67.2		1.9
Total minimum lease payments	$	163.2	$	13.2
Less: imputed interest	34.4		1.1
Total lease liability	$	128.8	$	12.1

At September 27, 2019, the Company was committed to minimum rentals under non-cancellable operating leases (including rent escalation clauses) for fiscal years 2020 through 2024 and thereafter, as determined under the prior accounting guidance of Accounting Standard Codification 840, as follows: $32.5 million, $26.3 million, $20.2 million, $14.5 million, $10.9 million and $49.9 million, respectively.

Lessor Arrangements

The Company leases some of its equipment to certain customers on operating leases are generally over a period of 13 to 16 years. As of July 3, 2020, the Company had $26.5 million and $8.3 million included in property, plant and equipment and accumulated depreciation, respectively, related to equipment leased to customers. As of September 27, 2019, the Company had $22.5 million and $5.5 million included in property, plant and equipment and accumulated depreciation, respectively, related to equipment leased to customers. The Company recorded income of $2.4 million and $7.0 million during the three months and nine months ended July 3, 2020, respectively, on these equipment leases. The Company recorded income of $2.3 million and $6.5 million during the three and nine months ended June 28, 2019, respectively, on these equipment leases.

Contingencies

Environmental Remediation Liabilities

The Company’s operations and facilities, past and present, are subject to environmental laws, including laws that regulate the handling, storage, transport and disposal of hazardous substances. Certain of those laws impose cleanup liabilities on the Company in connection with its past and present operations. Those include facilities sold as part of the Company’s electron devices business in 1995 and thin film systems business in 1997. As a result, the Company oversees various environmental cleanup projects and receives reimbursements from third parties for a portion of the costs of its cleanup activities.

As of July 3, 2020, and September 27, 2019, the Company had accrued $4.5 million and $4.8 million, respectively, net of third parties' indemnification obligations, for environmental remediation liabilities. The Company believes its reserve is adequate; however, as the scope of the Company’s obligations becomes more clearly defined, the Company may modify the reserve, and charge or credit future earnings accordingly. Based on information currently known to management, management believes the costs of these environmental-related matters are not reasonably likely to have a material adverse effect on the consolidated financial statements of the Company in any one fiscal year.

The Company also reimburses certain third parties for cleanup activities. The amount the Company spent on environmental cleanup costs, third-party claim costs, project management costs and legal costs in the three and nine months ended July 3, 2020, and June 28, 2019, was not material.

Other Matters

On October 16, 2018, Best Medical International, Inc. sued the Company in U.S. District Court in the District of Delaware, alleging infringement of four patents related to treatment planning. The Company intends to defend the suit vigorously. This lawsuit is in the initial stages, and at this time, the Company is unable to predict the ultimate outcome of this matter or estimate a range of possible exposure. Therefore, no amounts have been accrued as of July 3, 2020.

From time to time, the Company is a party to or otherwise involved in legal proceedings, claims and government inspections or investigations and other legal matters, both inside and outside the United States, arising in the ordinary course of its business or

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otherwise. The Company accrues amounts, to the extent they can be reasonably estimated, that it believes are adequate to address any liabilities related to legal proceedings and other loss contingencies that the Company believes will result in a probable loss (including, among other things, probable settlement value). A loss or a range of loss is disclosed when it is reasonably possible that a material loss will be incurred and can be estimated, or when it is reasonably possible that the amount of a loss, when material, will exceed the recorded provision.

In addition to the above, the Company is involved in other legal matters. However, such matters are subject to many uncertainties, and outcomes are not predictable with assurance. The Company is unable to estimate a loss or a range of reasonably possible losses with respect to such matters. There can be no assurances as to whether the Company will become subject to significant additional claims and liabilities with respect to ongoing or future proceedings. If actual liabilities significantly exceed the estimates made, the Company’s consolidated financial position, results of operations or cash flows could be materially adversely affected. Legal expenses relating to legal matters are expensed as incurred.

Restructuring Charges

2020 Restructuring Plan

In the third quarter of fiscal year 2020, the Company implemented a global workforce reduction, as part of the Company's plan to enhance operational performance through productivity initiatives in response to the impact of the COVID-19 pandemic. The Company incurred $13.9 million in restructuring charges in the third quarter of fiscal year 2020, which primarily consisted of employee-related expenses. The Company expects to incur additional restructuring charges under this plan; however, these costs are not expected to be material. The Company expects to substantially complete this restructuring program by the end of fiscal year 2020. The restructuring charges are included in impairment and restructuring charges in the Condensed Consolidated Statements of Earnings.

9. RETIREMENT PLANS

The Company sponsors multiple defined benefit pension plans for regular full-time employees in Germany, Japan, Switzerland and the United Kingdom. The Company also sponsors a post-retirement benefit plan that provides healthcare benefits to certain eligible retirees in the United States.

The components of net periodic benefit costs were as follows:


	Three Months Ended						Nine Months Ended
(In millions)	July 3, 2020		June 28, 2019		July 3, 2020		June 28, 2019
Defined Benefit Plans
Service cost	$	2.6	$	1.7	$	7.7	$	5.3
Interest cost	0.5		0.9		1.5		2.8
Expected return on plan assets	(1.9)		(1.6)		(5.8)		(4.8)
Amortization of prior service cost	(0.2)		(0.2)		(0.6)		(0.6)
Recognized actuarial loss	1.1		0.6		3.3		1.7
Net periodic benefit cost	$	2.1	$	1.4	$	6.1	$	4.4

10. INCOME TAXES

The Company’s effective tax rate was 28.2% and 50.9% for the three months ended July 3, 2020, and June 28, 2019, respectively, and 22.9% and 28.5% for the nine months ended July 3, 2020, and June 28, 2019. The Company’s effective tax rate was lower for the three and nine months ended July 3, 2020, as compared to the year-ago periods, primarily because the prior period included a goodwill impairment charge and an in-process research and development expense, neither of which generated a tax benefit for the Company. This decrease was partially offset by an unfavorable shift in the geographic mix of earnings in fiscal year 2020.

The Company’s effective income tax rate differs from the U.S. federal statutory rate primarily because the Company’s foreign earnings are taxed at rates that are, on average, lower than the U.S. federal rate, and because the Company’s domestic earnings are subject to state income taxes. The total amount of unrecognized tax benefits did not materially change during the nine months ended July 3, 2020; however, the amount of unrecognized tax benefits has increased as a result of positions taken during the current and prior years and has decreased as the result of the expiration of the statutes of limitation in various jurisdictions.

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11. STOCKHOLDERS’ EQUITY

Share Repurchase Program

In November 2016, the VMS Board of Directors authorized the repurchase of an additional 8.0 million shares of VMS common stock commencing on January 1, 2017. Share repurchases under the Company's authorizations may be made in open market purchases, in privately negotiated transactions (including accelerated share repurchase programs), or under Rule 10b5-1 share repurchase plans, and may be made from time to time in one or more blocks. All shares that were repurchased under the Company's share repurchase programs have been retired. As of July 3, 2020, approximately 1.6 million shares of VMS common stock remained available for repurchase under the November 2016 authorization. At the beginning of the third quarter of fiscal year 2020, as a precautionary measure due to the COVID-19 pandemic, the Company has paused its share repurchase program.

The Company repurchased shares of VMS common stock during the periods presented as follows:


	Three Months Ended						Nine Months Ended
(In millions, except per share amounts)	July 3, 2020		June 28, 2019		July 3, 2020		June 28, 2019
Number of shares	—		0.4		0.6		1.1
Average repurchase price per share	$	—	$	138.90	$	133.02	$	123.15
Total cost of shares repurchased	$	—	$	48.6	$	86.2	$	134.2

Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive loss by component and related tax effects are summarized as follows:


(In millions)	Net Unrealized Gains (Losses) Defined Benefit Pension and Post-Retirement Benefit Plans		Net Unrealized Gains (Losses) Cash Flow Hedging Instruments		Cumulative Translation Adjustment		Accumulated Other Comprehensive Loss
Balance at September 27, 2019	$	(61.7)	$	2.1	$	(42.5)	$	(102.1)
Other comprehensive earnings (loss) before reclassifications	—		1.1		(12.2)		(11.1)
Amounts reclassified out of other comprehensive earnings (loss)	2.5		(3.0)		—		(0.5)
Tax expense	(0.3)		0.5		—		0.2
Balance at July 3, 2020	$	(59.5)	$	0.7	$	(54.7)	$	(113.5)


(In millions)	Net Unrealized Gains (Losses) Defined Benefit Pension and Post-Retirement Benefit Plans		Net Unrealized (Losses) Cash Flow Hedging Instruments		Cumulative Translation Adjustment		Accumulated Other Comprehensive Loss
Balance at September 28, 2018	$	(35.2)	$	—	$	(30.1)	$	(65.3)
Other comprehensive loss before reclassifications	—		(0.3)		(4.8)		(5.1)
Amounts reclassified out of other comprehensive earnings	1.1		—		—		1.1
Tax expense	(0.2)		—		—		(0.2)
Balance at June 28, 2019	$	(34.3)	$	(0.3)	$	(34.9)	$	(69.5)

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The amounts reclassified, before taxes, out of other comprehensive earnings (loss) into the Condensed Consolidated Statements of Earnings, with line item location, during each period were as follows:


(In millions)	Three Months Ended						Nine Months Ended
Other Comprehensive Earnings (Loss) Components	July 3, 2020		June 28, 2019		July 3, 2020		June 28, 2019		Line Item in Statements of Earnings
Unrealized loss on defined benefit pension and post-retirement benefit plans	$	(0.8)	$	(0.4)	$	(2.5)	$	(1.1)	Other income, net
Unrealized earnings on cash flow hedging instruments	1.1		—		3.0		—		Revenues
Total amounts reclassified out of other comprehensive earnings (loss)	$	0.3	$	(0.4)	$	0.5	$	(1.1)

12. EMPLOYEE STOCK PLANS

The table below summarizes the share-based compensation expense recognized for employee stock awards and employee stock purchase plan shares:


	Three Months Ended						Nine Months Ended
(In millions)	July 3, 2020		June 28, 2019		July 3, 2020		June 28, 2019
Cost of revenues - Product	$	1.0	$	0.7	$	2.7	$	2.2
Cost of revenues - Service	1.6		1.2		4.1		3.3
Research and development	1.8		1.3		4.4		3.5
Selling, general and administrative	0.2		9.0		19.5		26.2
Total share-based compensation expense	$	4.6	$	12.2	$	30.7	$	35.2
Income tax benefit for share-based compensation	$	(0.4)	$	(2.3)	$	(5.4)	$	(6.8)

The fair value of stock options and performance stock options granted was estimated at the date of grant using the Black-Scholes model with the following weighted average assumptions:


	Three Months Ended									Nine Months Ended
	July 3, 2020			June 28, 2019			July 3, 2020			June 28, 2019
Employee Stock Option Plans
Expected term (in years)	3.75			3.76			3.74			3.76
Risk-free interest rate	0.3		%	2.2		%	1.5		%	2.6		%
Expected volatility	31.2		%	23.9		%	24.8		%	23.1		%
Expected dividend	—		%	—		%	—		%	—		%
Weighted average fair value at grant date⁽¹⁾	$	27.93		$	28.52		$	29.55		$	27.85

⁽¹⁾Excludes the fair value of the market condition based on relative total shareholder return for the performance stock options granted during the period.

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The option component of employee stock purchase plan shares was estimated at the date of grant using the Black-Scholes model with the following weighted average assumptions:


	Three Months Ended									Nine Months Ended
	July 3, 2020			June 28, 2019			July 3, 2020			June 28, 2019
Employee Stock Purchase Plan
Expected term (in years)	0.50			0.50			0.50			0.50
Risk-free interest rate	0.1		%	2.5		%	0.9		%	2.5		%
Expected volatility	43.7		%	27.8		%	35.2		%	22.8		%
Expected dividend	—		%	—		%	—		%	—		%
Weighted average fair value at grant date	$	31.23		$	31.38		$	29.44		$	26.76

The activity for stock options and performance stock options is summarized as follows:


	Options Outstanding
(In millions, except per share amounts)	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Term (in years)	Aggregate Intrinsic Value⁽¹⁾
Balance at September 27, 2019	2.2	$	97.66
Granted	0.4	89.65

Cancelled or expired	—	119.06
Exercised	(0.4)	63.62
Balance at July 3, 2020	2.2	$	107.96	4.5	$	40.8

Exercisable at July 3, 2020	1.1	$	90.58	3.4	$	34.9

⁽¹⁾The aggregate intrinsic value represents the total pre-tax intrinsic value, which is computed based on the difference between the exercise price and the closing price of VMS common stock of $122.39 as of July 2, 2020, the last trading date of the third quarter of fiscal year 2020, and which represents the amount that would have been received by the option holders had all option holders exercised their options and sold the shares received upon exercise as of that date.

As of July 3, 2020, there was $18.6 million of total unrecognized compensation expense related to stock options and performance stock options granted under the Company's employee stock plans. This unrecognized compensation expense is expected to be recognized over a weighted average period of 1.9 years.

As of July 3, 2020, there was $0.9 million of total unrecognized compensation expense related to cash-settled stock appreciation rights granted outside the Company's employee stock plans. This unrecognized compensation expense is expected to be recognized over a weighted average period of 2.3 years.

The activity for restricted stock units, deferred stock units and performance units is summarized as follows:


(In millions, except per share amounts)	Number of Shares	Weighted Average Grant-Date Fair Value
Balance at September 27, 2019	0.7	$	108.35
Granted	0.3	142.91

Vested	(0.3)	98.40
Cancelled or expired	(0.1)	123.00
Balance at July 3, 2020	0.6	$	130.35

As of July 3, 2020, unrecognized compensation expense totaling $52.0 million was related to awards of restricted stock units, deferred stock units and performance units granted under the Company's employee stock plans. This unrecognized share-based compensation expense is expected to be recognized over a weighted average period of 2.0 years.

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13. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted net earnings per share:


	Three Months Ended						Nine Months Ended
(In millions, except per share amounts)	July 3, 2020		June 28, 2019		July 3, 2020		June 28, 2019
Net earnings	$	60.9	$	29.5	$	192.9	$	221.8
Less: Net earnings (loss) attributable to noncontrolling interests	(0.3)		0.1		0.3		0.6
Net earnings attributable to Varian	$	61.2	$	29.4	$	192.6	$	221.2

Denominator:
Weighted average shares outstanding - basic	90.8		91.0		90.8		91.0
Dilutive effect of potential common shares	0.4		0.8		0.6		0.9
Weighted average shares outstanding - diluted	91.2		91.8		91.4		91.9
Net earnings per share attributable to Varian - basic	$	0.67	$	0.32	$	2.12	$	2.43
Net earnings per share attributable to Varian - diluted	$	0.67	$	0.32	$	2.11	$	2.41
Anti-dilutive employee share-based awards, excluded	1.4		0.5		1.2		0.8

14. PROTON SOLUTIONS LOANS AND INVESTMENTS

In limited cases, the Company participates, along with other investors and at market terms, in the financing of proton therapy centers. Over time, the Company has divested some of its investments, including investments in CPTC, the New York Proton Center ("NYPC"), the Georgia Proton Treatment Center and the Delray Radiation Therapy Center.

The following table lists the Company's notes receivable, including accrued interest, senior secured debt, available-for-sale securities, loans outstanding and future commitments for funding the development, construction and operation of various proton therapy centers:


	July 3, 2020						September 27, 2019
(In millions)	Balance		Commitment		Balance		Commitment
Notes Receivable and Secured Debt: ⁽¹⁾
NYPC loan	$	34.0	$	—	$	31.8	$	—
RPTC senior secured debt	24.1		—		23.5		—
Proton International LLC loan	1.8		—		1.8		—
	$	59.9	$	—	$	57.1	$	—
Available-For-Sale Securities: ⁽¹⁾
MPTC Series B-1 Bonds	$	24.4	$	—	$	27.1	$	—
MPTC Series B-2 Bonds	22.7		—		25.1		—

APTC securities	5.3		—		6.6		—
	$	52.4	$	—	$	58.8	$	—




CPTC Loans⁽²⁾	$	11.8	$	—	$	50.5	$	1.9

⁽¹⁾Included in other assets at July 3, 2020, and September 27, 2019, on the Company's Condensed Consolidated Balance Sheets, except for amounts related to short-term interest receivable.

⁽²⁾Included in prepaid and other current assets on the Company's Condensed Consolidated Balance Sheets at July 3, 2020. At September 27, 2019, $45.2 million of the CPTC Loans balance was included in other assets on the Company's Condensed Consolidated Balance Sheets.

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Alabama Proton Therapy Center ("APTC") Securities

In December 2017, the Company purchased $6.0 million in Subordinate Revenue Bonds, which financed the APTC. The Subordinate Revenue Bonds carry an interest rate of 8.5% and pay interest semi-annually. The Company is scheduled to start receiving annual principal payments on the Subordinate Revenue Bonds beginning on November 1, 2022. The Subordinate Revenue Bonds will mature on October 1, 2047. In the three months ended July 3, 2020, the APTC bonds were determined to be other-than-temporarily impaired due to a decrease in trade prices of comparable bonds. The Company believes that it is more likely than not that the Company will not recover the losses before these bonds are sold. In the three months ended July 3, 2020, the Company recorded a $0.9 million impairment on its APTC bonds.

At July 3, 2020, and September 27, 2019, the Company had $6.3 million and $2.1 million in trade and unbilled receivables, respectively, which included $5.4 million and $2.1 million, in long-term unbilled receivables, respectively, from APTC.

Rinecker Proton Therapy Center ("RPTC") Senior Secured Debt

In July 2017, the Company purchased the outstanding senior secured debt related to the RPTC in Munich, Germany for €21.5 million or $24.5 million. By purchasing the senior secured debt, the Company has a right to approximately 77 million Euros in claims against all of RPTC's assets. In September 2017, the management of RPTC filed for bankruptcy in Germany. In January 2018, the final insolvency proceedings commenced, and in December 2019 the center closed for clinical operations and decommissioning began. Upon finalization of bankruptcy proceedings, the Company believes it is probable it will recover the outstanding senior secured debt balance and trade accounts receivable, net. The Company classified its senior secured debt as long-term other assets because it expects the bankruptcy proceedings to be complete in greater than one year.

At July 3, 2020, and September 27, 2019, the Company had $4.2 million and $4.6 million, respectively, in long-term trade receivables, net, from RPTC, which does not include any unbilled receivables.

New York Proton Center ("NYPC") Loan

In July 2015, the Company committed to loan up to $91.5 million to MM Proton I, LLC, the project developer of the NYPC. In June 2016, the Company assigned $73.0 million of this loan to Deutsche Bank AG. The remaining balance is comprised of an $18.5 million “Subordinate Loan” with a six-and-a-half-year term at up to 13.5% interest. In December 2019, the interest rate on the loan was reduced to 10%, effective May 1, 2019. As of July 3, 2020, the Subordinate Loan is $34.0 million, including accrued interest. The principal balance and accrued interest on the Subordinate Loan are due in full at maturity in January 2022.

At July 3, 2020 and September 27, 2019, the Company had $19.4 million and $16.6 million, respectively, in trade and unbilled receivables, which included $5.8 million and $6.0 million in unbilled receivables, respectively, from NYPC.

Maryland Proton Treatment Center ("MPTC") Securities

The Company has Subordinate Revenue Bonds ("MPTC Series B-2 Bonds") that carry an interest rate of 8.5% per annum with interest accruing up to the MPTC Series B-2 Bonds face amount of $33.9 million until January 1, 2022 and then will pay cash interest semi-annually. The MPTC Series B-2 Bonds will mature on January 1, 2049. The Company also has Subordinate Revenue Bonds ("MPTC Series B-1 Bonds") that carry an interest rate of 7.5% with interest accruing up to the MPTC Series B-1 Bonds face amount of $32.0 million on January 1, 2022 and then will pay cash interest semi-annually. The MPTC Series B-1 Bonds will mature on January 1, 2048. The MPTC Series B-1 Bonds are senior in right and time to the MPTC Series B-2 Bonds. In the three months ended July 3, 2020, the MPTC Series B-1 Bonds and MPTC Series B-2 Bonds were determined to be other-than-temporarily impaired due to a decrease in trade prices of comparable bonds. The Company believes that it is more likely than not that the Company will not recover the losses before these bonds are sold. In the three months ended July 3, 2020, the Company recorded an $8.3 million impairment on the combination of its MPTC Series B-1 Bonds and MPTC Series B-2 Bonds.

At July 3, 2020 and September 27, 2019, the Company had $0.2 million and zero net trade and unbilled receivables, respectively, from MPTC.

Variable Interest Entities

The Company has determined that MM Proton I, LLC and RPTC are variable interest entities and that the Company holds a significant variable interest of each of the entities through its participation in the loan facilities and its agreements to supply and service the proton therapy equipment. The Company has concluded that it is not the primary beneficiary of any of these entities. The Company has no voting rights, has no approval authority or veto rights for these centers' budget, and does not have the

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power to direct patient recruitment, clinical operations and management of these Centers, which the Company believes are the matters that most significantly affect their economic performance. The Company’s exposure to loss as a result of its involvement with MM Proton I, LLC and RPTC is limited to the carrying amounts of the above-mentioned assets on its Condensed Consolidated Balance Sheets.

California Proton Therapy Center ("CPTC") Loans

Between September 2011 and November 2015, the Company, ORIX and J.P. Morgan (the "Lenders”) funded loans (“Original CPTC Loans”) to the Scripps Proton Therapy Center in San Diego, California. ORIX is the loan agent.

In March 2017, California Proton Treatment Center, LLC ("Original CPTC") filed for bankruptcy and concurrently entered into a Debtor-in-Possession Facility (the "DIP Facility") with the Lenders where the Company's pro-rata share of the DIP Facility was $7.3 million. In September 2017, the Lenders and Scripps signed a Transition Agreement to transition the operations of the center from Scripps to Proton Doctors Professional Corporation. As a result of these events, the Company recorded an impairment charge of $51.4 million to its Original CPTC Loans in fiscal year 2017.

Pursuant to an order of the Bankruptcy Court, the California Proton Treatment Center ("Original CPTC") conducted an auction of the Scripps Proton Therapy Center. On December 6, 2017 (“Closing Date”), the Bankruptcy Court approved the sale of Scripps Proton Therapy Center to California Proton Therapy Center, LLC (“CPTC”), an entity owned by the Lenders. The Lenders purchased all assets and assumed $112.0 million of Original CPTC’s outstanding liabilities. On December 13, 2017, the Bankruptcy Court dismissed the bankruptcy filing of Original CPTC.

On the Closing Date, the Lenders entered into a Credit Agreement with Original CPTC of which the terms of the Original CPTC Loans, DIP Facility and accrued interest (collectively “Former Loans”) have been modified. In addition to the partially satisfied Original CPTC Loans reinstated by the Bankruptcy Court, the Company received a 47.08% equity ownership in CPTC, which it sold for a nominal amount in March 2019. Original CPTC has assigned all its Former Loans to CPTC at an amount of $112.0 million, the partially satisfied loan balance. Per the terms of the Credit Agreement, the Company's portion of the $112.0 million is $53.5 million; the remainder is allocated between ORIX and J.P. Morgan. The $53.5 million is composed of four tranches: Tranche A of $2.0 million, Tranche B of $7.2 million, Tranche C of $15.6 million, and Tranche D of $28.7 million (collectively, the "Term Loan"). The maturity date of the Term Loan is three years from the Closing Date. The Term Loan is secured by the assets of CPTC.

In addition, the Lenders have committed to lend up to $15.0 million in a Revolving Loan with an original maturity date of one year from the Closing Date. In the third quarter of fiscal year 2020, the Lenders granted an extension to the term of the Revolving Loan with a current maturity of December 2020. The Company's share of the funding commitment from the Revolving Loan is $7.2 million, and as of July 3, 2020, the Company has fully funded the Revolving Loan.

All of the tranches accrue paid-in-kind interest at 7.5% per annum, except the Tranche B and the Revolving Loan, which accrue paid-in-kind interest at 10% per annum. The seniority of these loans is as follows: Revolving Loan, Tranche A, Tranche B, Tranche C and Tranche D. If CPTC is in default, the interest rate of the Tranche A, C and D will increase to 9.5% and the interest rate on the Tranche B and the Revolving Loan will increase to 12.0%.

Primarily as a result of the COVID-19 pandemic, during March and April 2020, CPTC suffered material negative impacts to its operating plan, including declines in current and projected patient volume and delays in partnership with a significant clinical partner. Therefore, the Company concluded it was no longer probable that it will collect the amounts owed under the Term Loan and Revolving Loan (collectively "CPTC Loans") when due and recorded a $40.5 million impairment charge to its CPTC Loans using the probability weighted expected return model, utilizing management's assumptions of different outcomes, in the Condensed Consolidated Statements of Earnings in the second quarter of fiscal year 2020. As a result of this impairment charge, the CPTC Loans were written down to their estimated fair value of $10.0 million. As of July 3, 2020, the fair value of the CPTC Loans was $11.8 million.

At July 3, 2020, and September 27, 2019, the Company had $3.1 million and $2.6 million, respectively, in trade receivables, net, from CPTC.

Further, the Company has determined that CPTC is a variable interest entity because of the Company's participation in the loan facilities, and its operations and maintenance agreement. The Company has no special approval authority or veto rights for CPTC’s budget and does not have the power to direct patient recruitment, clinical operations and management of CPTC, which the Company believes are the matters that most significantly affect their economic performance. Therefore, the Company does not have majority voting rights and no power to direct activities at CPTC, and as a result it is not the primary beneficiary of CPTC.

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15. SEGMENT INFORMATION

The Company has two reportable operating segments: Oncology Systems and Proton Solutions. The Company's Interventional Solutions business is reflected in the "Other" category because it does not meet the criteria for a reportable operating segment. The operating segments were determined based on how the Company’s Chief Executive Officer, its Chief Operating Decision Maker (“CODM”), views and evaluates the Company’s operations. The CODM allocates resources to, and evaluates the financial performance of each operating segment primarily based on operating earnings.

Description of Segments

The Oncology Systems segment designs, manufactures, sells and services hardware and software products for treating cancer with conventional radiation therapy, and advanced treatments such as fixed field intensity-modulated radiation therapy (“IMRT”), image-guided radiation therapy (“IGRT”), volumetric modulated arc therapy ("VMAT"), stereotactic radiosurgery (“SRS”), stereotactic body radiotherapy (“SBRT”) and brachytherapy as well as associated quality assurance equipment.

The Oncology Systems’ hardware products include linear accelerators, brachytherapy afterloaders, treatment accessories, artificial intelligence-powered adaptive delivery systems and quality assurance software. The Oncology Systems’ software solutions include treatment planning, informatics, clinical knowledge exchange, patient care management, practice management and decision support for comprehensive cancer clinics, radiotherapy centers and medical oncology practices.

Oncology Systems’ products enable radiation oncology departments in hospitals and clinics to perform conventional radiotherapy treatments and offer advanced treatments such as IMRT, IGRT, VMAT, SRS and SBRT, and treat patients using brachytherapy techniques, which involve the introduction or temporary insertion of radioactive sources. The Oncology Systems' products are also used by surgeons and radiation oncologists to perform stereotactic radiosurgery and by medical oncology departments to manage patient treatments. Oncology Systems’ customers worldwide include university research and community hospitals, private and governmental institutions, healthcare agencies, physicians’ offices, medical oncology practices, radiotherapy centers and cancer care clinics.

The Oncology Systems segment offers services ranging from hardware phone support, break/fix repair of linear accelerators, obsolescence protection of hardware, software support, software upgrades, hosting as a service, as well as clinical consulting services.

The Oncology Systems segment also provides clinical practice services that assist within the clinical workflow. These services focus on decision support and/or cancer care knowledge augmentation aimed at facilitating improved accessibility and affordability to care while maintaining a fundamental level of clinical quality. Further, the Company operates 12 multi-disciplinary cancer centers and one specialty hospital in India and one multi-disciplinary cancer center in Sri Lanka.

The Proton Solutions segment develops, designs, manufactures, sells and services products and systems for delivering proton therapy, another form of external beam radiotherapy using proton beams, for the treatment of cancer.

The Other category primarily includes the Interventional Solutions business, which offers products for interventional oncology procedures and treatments, including cryoablation, microwave ablation and embolization. Interventional Solutions also provides software and remote services for post treatment dose calculation for Yttrium-90 microspheres used in selective internal radiation therapy. The Other category also includes assets related to the use of radiation in the heart and other forms of radiosurgery for cardiovascular disease.

The following information is provided for the purpose of achieving an understanding of operations but may not be indicative of the financial results of the reported segments were they independent organizations. In addition, comparisons of the Company’s operations to similar operations of other companies may not be meaningful.

The Company allocates corporate costs to its operating segments based on the relative revenues of Oncology Systems, Proton Solutions and Interventional Solutions. The Company allocates these costs, excluding certain corporate related costs, transactions or adjustments that the Company's CODM considers to be non-operational, such as restructuring and impairment charges, significant litigation charges or benefits and legal costs, and acquisition-related expenses and in process research and development. Although the Company excludes these amounts from segment operating earnings, they are included in the condensed consolidated operating earnings and included in the reconciliation below.

VARIAN MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

(Unaudited)

The following table summarizes select financial results for each reportable segment:


	Three Months Ended						Nine Months Ended
(In millions)	July 3, 2020		June 28, 2019		July 3, 2020		June 28, 2019
Revenues
Oncology Systems	$	654.5	$	792.9	$	2,197.4	$	2,242.2
Proton Solutions	32.7		30.9		82.6		102.0
Total reportable segments	687.2		823.8		2,280.0		2,344.2
Other	7.1		2.0		37.7		2.0
Total Company	$	694.3	$	825.8	$	2,317.7	$	2,346.2
Earnings before taxes
Oncology Systems	$	101.1	$	148.7	$	348.4	$	404.5
Proton Solutions	(7.9)		(62.1)		(36.5)		(90.9)
Total reportable segments	93.2		86.6		311.9		313.6
Other	(5.4)		(1.7)		(4.9)		(1.7)
Unallocated corporate	(27.9)		(31.0)		(82.2)		(36.5)
Operating earnings	59.9		53.9		224.8		275.4
Interest income (expense), net	(0.2)		1.9		(3.1)		7.6
Other income, net	25.1		4.2		28.6		27.4
Total Company	$	84.8	$	60.0	$	250.3	$	310.4

Disaggregation of Revenues

The Company disaggregates its revenues from contracts by major product categories, geographic region, and by timing of revenue recognition for each of its reportable operating segments, as the Company believes this best depicts how the nature, amount, timing and uncertainty of revenues and cash flows are affected by economic factors. See details in the tables below.

Revenues by Product Type


	Three Months Ended								Nine Months Ended
Total Revenues by Product Type	July 3,		June 28,		July 3,		June 28,
(In millions)	2020		2019		2020		2019
Hardware
Oncology Systems	$	234.3	$	361.7	$	870.4	$	1,014.4
Proton Solutions	22.6		24.2		55.8		85.7
Other	7.1		2.0		37.7		2.0
Total Hardware	264.0		387.9		963.9		1,102.1
Software ⁽¹⁾
Oncology Systems	142.7		154.4		444.7		429.8
Proton Solutions	0.5		1.3		2.0		1.3
Total Software	143.2		155.7		446.7		431.1
Service
Oncology Systems	277.5		276.8		882.3		798.0
Proton Solutions	9.6		5.4		24.8		15.0
Total Service	287.1		282.2		907.1		813.0
Total Revenues	$	694.3	$	825.8	$	2,317.7	$	2,346.2

⁽¹⁾Includes software support agreements that are recorded in revenues from service, and software licenses that are recorded in revenues from product in the Condensed Consolidated Statements of Earnings.

VARIAN MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

(Unaudited)

Revenues by Geographical Region


	Three Months Ended						Nine Months Ended
Total Revenues by Geographical Region	July 3,		June 28,		July 3,		June 28,
(In millions)	2020		2019		2020		2019
Americas
Oncology Systems	$	318.1	$	385.6	$	1,066.7	$	1,073.5
Proton Solutions	14.9		14.8		43.2		48.6
Other	4.5		0.8		17.7		0.8
Total Americas	337.5		401.2		1,127.6		1,122.9
EMEA
Oncology Systems	204.1		256.4		704.8		736.2
Proton Solutions	12.7		14.9		32.8		47.6
Other	0.4		—		3.4		—
Total EMEA	217.2		271.3		741.0		783.8
APAC
Oncology Systems	132.3		150.9		425.9		432.5
Proton Solutions	5.1		1.2		6.6		5.8
Other	2.2		1.2		16.6		1.2
Total APAC	139.6		153.3		449.1		439.5
Total Revenues	$	694.3	$	825.8	$	2,317.7	$	2,346.2
North America ⁽¹⁾
Oncology Systems	$	304.8	$	363.1	$	1,004.0	$	1,001.4
Proton Solutions	14.9		14.8		43.2		48.6
Other	4.5		0.8		17.7		0.8
Total North America	324.2		378.7		1,064.9		1,050.8
International
Oncology Systems	349.7		429.8		1,193.4		1,240.8
Proton Solutions	17.8		16.1		39.4		53.4
Other	2.6		1.2		20.0		1.2
Total International	370.1		447.1		1,252.8		1,295.4
Total Revenues	$	694.3	$	825.8	$	2,317.7	$	2,346.2

⁽¹⁾North America primarily includes the United States and Canada.

Revenues by Timing of Revenue Recognition


	Three Months Ended						Nine Months Ended
Timing of revenue recognition	July 3,		June 28,		July 3,		June 28,
(In millions)	2020		2019		2020		2019
Products transferred at a point in time
Oncology Systems	$	290.0	$	433.8	$	1,053.0	$	1,203.0
Proton Solutions	0.5		1.3		2.0		1.3
Other	7.1		2.0		37.7		2.0
Total products transferred at a point in time	297.6		437.1		1,092.7		1,206.3
Products and services transferred over time
Oncology Systems	364.5		359.1		1,144.4		1,039.2
Proton Solutions	32.2		29.6		80.6		100.7

Total products and services transferred over time	396.7		388.7		1,225.0		1,139.9
Total Revenues	$	694.3	$	825.8	$	2,317.7	$	2,346.2

VARIAN MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

(Unaudited)

16. BUSINESS COMBINATIONS

Business Combinations in Fiscal Year 2020

The Company completed three acquisitions in its Oncology Systems business that were not material in the first nine months of fiscal year 2020. The acquisitions were comprised of goodwill and assets acquired. The purchase accounting from these transactions is not yet finalized.

Measurement Period Adjustments

In fiscal year 2020, the Company recorded measurement period adjustments for its CTSI, Endocare and Alicon acquisitions. The CTSI adjustment primarily included a $5.5 million decrease to goodwill and a corresponding decrease to deferred tax liabilities. The Endocare and Alicon adjustments included a $3.8 million increase to goodwill and a corresponding increase to deferred tax liabilities.

Business Combinations in Fiscal Year 2019

Assets acquired from Boston Scientific

In August 2019, the Company acquired Boston Scientific's embolics microspheres business, for treating arteriovenous malformations and hypervascular tumors, for a purchase price of $90.0 million in cash consideration. The assets from this purchase are included in the Company's Interventional Solutions business, which is included in the Other category. The purchase accounting from this transaction has been finalized.

Cancer Treatment Services International

In June 2019, the Company acquired CTSI, a privately-held company for a purchase price of $277.0 million, consisting of $262.8 million of cash consideration, $8.2 million of contingent consideration, and $6.0 million of other consideration. The undiscounted range of the contingent consideration payments is zero to $58 million and is based on actual revenues over the 18 months following the acquisition date. In March 2020, the Company released the $8.2 million of contingent consideration to earnings due to CTSI having lower projected financial performance during the earnout period. The Company has included this acquisition in its Oncology Systems business. The purchase accounting from this transaction has been finalized.

Endocare and Alicon

In June 2019, the Company acquired Endocare and Alicon for a combined purchase price of $210.0 million consisting of $197.4 million of cash consideration and $12.6 million of contingent consideration. The undiscounted range of the contingent consideration payments is zero to $40 million and is based on actual revenues through March 2020. Due to better than expected actual and projected financial performance for Endocare and Alicon, as well as a change in the expected mix of products, the Company recorded an $8.8 million increase in the fair value of contingent consideration in the first quarter of fiscal year 2020, in addition to a $18.6 million increase in the fair value of the contingent consideration recorded in the fourth quarter of fiscal year 2019. The Company has recorded a total of $40.0 million in contingent consideration related to the Endocare and Alicon acquisitions, of which $10 million was paid in April 2020 and the remaining $30 million was paid subsequent to July 3, 2020. These acquisitions are included in the Company's Interventional Solutions business, which is included in the Other category. The purchase accounting from this transaction has been finalized.

Other Acquisitions in Fiscal Year 2019

In the third quarter of fiscal year 2019, the Company purchased a privately-held company for a cash purchase price of $15.2 million, including a holdback of $3.6 million and contingent consideration. At the closing date, the value of the contingent consideration was zero because none of the milestones were probable to be achieved; however, the Company could potentially pay up to approximately $9 million by 2023 if certain milestones were met plus additional payments for achieving revenue targets through 2035. The acquisition was classified as an asset acquisition. This acquisition is included in the Other category.

In the first quarter of fiscal year 2019, the Company acquired a privately-held software company for a purchase price of $28.5 million. The acquisition primarily consisted of $21.9 million in goodwill and $6.5 million in finite-lived intangible assets. The Company integrated this acquisition into its Oncology Systems reporting unit.

VARIAN MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

(Unaudited)

Other Information

The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents the goodwill amount. The Company believes the factors that contributed to goodwill in its completed acquisitions include synergies not available to market participants, as well as the acquisition of a talented workforce.

The fair value of assets acquired and liabilities assumed, has been determined on a preliminary basis for acquisitions completed in the current year and certain acquisitions in the previous fiscal year. The Company will finalize these amounts as it obtains the information necessary to complete the measurement process. Any changes resulting from facts and circumstances that existed as of the date of a business combination may result in certain adjustments. The Company expects to finalize these amounts no later than one year from the date of each business combination.

The condensed consolidated financial statements include the operating results from the date the above businesses were acquired. Pro forma results of operations for the completed acquisitions have not been presented because the effects were not material to the Company's condensed consolidated financial statements.

The Company incurred transaction costs of $3.8 million and $10.4 million during the three months ended July 3, 2020 and June 28, 2019, respectively, and $12.1 million and $15.0 million during the nine months ended July 3, 2020 and June 28, 2019, respectively.

VARIAN MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

(Unaudited)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, which provides a “safe harbor” for statements about future events, products and future financial performance that are based on the beliefs of, estimates made by, and information currently available to the management of the Company. The outcome of the events described in these forward-looking statements is subject to risks and uncertainties. Actual results and the outcome or timing of certain events may differ significantly from those projected in these forward-looking statements or management’s current expectations due to the factors cited in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the Risk Factors listed under Part II, Item 1A of this Quarterly Report on Form 10-Q, and other factors described from time to time in our other filings with the SEC, or other reasons. For this purpose, statements concerning: the impact of the COVID-19 pandemic on our business, including but not limited to, the impact on our workforce, operations, supply chain, demand for our products and services, and our financial results and condition; and the value of our assets; our ability to successfully manage the challenges associated with the COVID-19 pandemic; expected savings from restructuring activities; growth strategies; industry or market segment outlook; economic and market conditions; domestic and global trends; development, market acceptance of or transition to new products, technologies, solutions or services; growth drivers; future orders, revenues, operating expenses, tax rate, cash flows, backlog, earnings growth or other financial results; expected capital expenditures; new and potential future tariffs and exclusions therefrom or cross-border trade restrictions; currency fluctuation, changes in political, regulatory, safety or economic conditions; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the failure to obtain the approval of the Company’s stockholders; the failure to obtain certain required regulatory approvals or the failure to satisfy any of the other closing conditions to the completion of the Merger; risks related to disruption of management’s attention from the Company’s ongoing business operations due to the Merger; the effect of the announcement of the Merger on the ability of the Company to retain and hire key personnel and maintain relationships with its customers, suppliers, distributors and others with whom it does business, or on its operating results and business generally; the ability to meet expectations regarding the timing and completion of the Merger; and any statements using the terms “believe,” “expect,” “anticipate,” “can,” “should,” “would,” “could,” “estimate,” “may,” “intended,” “potential,” and “possible” or similar statements are forward-looking statements that involve risks and uncertainties that could cause our actual results and the outcome and timing of certain events to differ materially from those projected or management’s current expectations. By making forward-looking statements, we have not assumed any obligation to, and you should not expect us to, update or revise those statements because of new information, future events or otherwise.

This discussion and analysis of our financial condition and results of operations is based upon and should be read in conjunction with the Condensed Consolidated Financial Statements and the Notes included elsewhere in this Quarterly Report on Form 10-Q and the Consolidated Financial Statements, the Notes to the Consolidated Financial Statements and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2019 Annual Report, as well as the information contained under Part I, Item 1A "Risk Factors" of the 2019 Annual Report and Part II, Item 1A "Risk Factors" of this Quarterly Report on Form 10-Q, and other information provided from time to time in our other filings with the SEC.

Overview

We, Varian Medical Systems, Inc., are a Delaware corporation originally incorporated in 1948 as Varian Associates, Inc. We are the world’s leading manufacturer of medical devices and software for treating cancer and other medical conditions with radiotherapy, stereotactic radiosurgery, stereotactic body radiotherapy, brachytherapy and proton therapy. Through recent acquisitions, we now operate a hospital and a network of cancer centers in India and Sri Lanka; provide cancer care professional services to healthcare providers worldwide; and are a supplier of a broad portfolio of interventional solutions.

Our vision is a world without fear of cancer. Our mission is to combine the ingenuity of people with the power of data and technology to achieve new victories against cancer. Our long-term growth and value creation strategy is to transform our company from the global leader in radiation therapy (also referred to as radiotherapy) to the global leader in multi-disciplinary, integrated cancer care solutions that leverages our clinical experience and strengths in technology development and new product innovation. To achieve these long-term objectives, we are focused on driving growth through strengthening our leadership in radiation therapy, extending our global footprint and expanding into new markets and therapies.

We have two reportable operating segments: Oncology Systems and Proton Solutions. Our Interventional Solutions business is reflected in the Other category because it does not meet the criteria for a reportable operating segment. The operating segments were determined based on how our Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”), views and

evaluates our operations. The CODM allocates resources to and evaluates the financial performance of each operating segment primarily based on operating earnings. We report revenues in three regions. The Americas region includes North America (primarily United States and Canada) and Latin America. The EMEA region includes Europe, Russia, the Middle East, India and Africa. The APAC region primarily includes East and Southeast Asia and Australia.

Proposed Acquisition by Siemens Healthineers

COVID-19 Impact

The COVID-19 pandemic has impacted our day-to-day operations and the operations of the vast majority of our customers, suppliers and distributors globally. The COVID-19 response by hospitals and healthcare professionals has placed a severe strain on healthcare systems. Many of our hospital customers have prioritized their efforts on their COVID-19 response and have diverted focus and resources away from their normal operations and restricted access to their sites in efforts to contain the spread of the virus. The global nature of the pandemic has resulted in authorities implementing numerous measures designed to contain the virus, including travel bans and restrictions, border closures, quarantines, shelter-in-place orders, business limitations and shutdowns. The prioritization of COVID-19 treatment and containment have presented us with unique operational challenges, including delays in capital equipment purchasing decisions by customers, obstacles to our ability to market, deliver, install and service our products, and disruptions and delays in our logistics and supply chain.

Revenues and Orders Trends

The impact of COVID-19 on our operations has varied by region, with mixed impacts based on the geographical spread, stage of containment, and recurrence of the pandemic in each region. Our operations in China were impacted first, beginning early in our second quarter of fiscal year 2020, followed by other parts of our Asia Pacific geography, with our EMEA and Americas geographies experiencing the initial impacts of the pandemic late in our second quarter. Our second quarter revenues were trending higher than the comparable second quarter fiscal 2019 period, until March 2020 when we started to experience a decline in hardware product revenues in our EMEA and Americas geographies due to the spread of COVID-19. These trends in declining revenues continued across all of our geographies, both in comparison to our second quarter of fiscal year 2020 and in comparison to our third quarter of fiscal 2019, with the exception of revenues from the China region, which increased with respect to both comparison periods, driven by recovery in China, which began at the end of our second quarter of fiscal year 2020.

We have experienced adverse impacts to revenues for both our hardware and software products, primarily resulting from customer capital constraints, site access challenges and delays to pre-installation activities. We have experienced minimal impact to our services revenues and expect that our services revenues will continue to be reasonably insulated from COVID-19 given the long-term nature of the underlying contracts and our current installed base; however, installation and commissioning service revenues linked to hardware installation have trended downward, consistent with delays to hardware installations. If treatment volumes decline materially and impact hospitals’ operating costs, it may impact our service contract renewals, pricing and service revenues.

We have experienced similar negative trends in orders as we have in revenues. We began to experience delays in orders, primarily for capital equipment, during our second quarter of fiscal year 2020. Orders continued to decline across most regions during our third fiscal quarter, with our EMEA geography experiencing the most severe negative impact to orders and our Americas geography also experiencing significant negative impacts. However, our APAC geography experienced an increase in

orders both in comparison to our second quarter of fiscal 2020, driven by recovery in China, and in comparison to our third quarter of fiscal 2019, driven by recovery in Southeast Asia and Korea.

We are not able to accurately predict the full impact that COVID-19 will have on our future results of operations, financial condition, liquidity and cash flows due to numerous uncertainties, including the duration and severity of the pandemic and the effectiveness of the containment measures being deployed in different geographies. However, we believe that lockdowns restricting access to customer sites and vault construction delays will continue to have an adverse impact on our revenues during the remainder of our fiscal year 2020 and into our fiscal year 2021. In addition, we believe that customer financial constraints, foreign currency headwinds, and uncertainty around the pandemic may lead our customers to defer capital equipment purchases during the remainder of our fiscal year 2020 and into our fiscal year 2021, which will have a corresponding adverse impact on our revenues and orders. However, we believe that we will experience sequential improvement in both our revenues and orders beginning in our fiscal fourth quarter 2020 and that COVID-19 impacts to our operations will continue to decrease over the course of our fiscal year 2021. In addition, we believe that our existing orders backlog should soften the impact of order delays on our revenues during the remainder of our fiscal year 2020 and into our fiscal year 2021. Based on regional machine utilization trends that we are closely monitoring, volume levels appear to be returning to historical averages in certain regions that have experienced recovery from the pandemic, which should have a corresponding positive impact on hospital operating budgets. We expect to continue to experience some logistical, manufacturing and shipment delays, and some increased logistics-related costs for so long as COVID-19 related travel and customer site access restrictions remain in place.

General Increase in Risks

While we believe that orders trends and our revenues will return to historical norms over time as the pandemic is controlled, if the COVID-19 pandemic proliferates for an extended period, capital expenditure delays could be prolonged and have a material impact on revenues and orders beyond the second half of our fiscal year 2020. Capital markets and worldwide economies have been significantly impacted by the COVID-19 pandemic, and on June 8, 2020, the National Bureau of Economic Research announced that the United States was in recession. An extended economic recession in the United States or elsewhere could have a material adverse effect on our business over the longer term if hospitals reduce or curtail capital and overall spending. Some of our hospital customers may decide to no longer purchase our products or services, and certain of our customers, suppliers and distributors may become insolvent.

For additional information on risk factors that could impact our results, please refer to “Risk Factors” in Part II, Item 1A of this Form 10-Q.

Our Response

Since the outbreak of the pandemic, our focus has been on keeping our employees safe, supporting our customers and their patients, and ensuring supply chain stability and business continuity.

•Our employees are crucial to our mission, and we have taken the following actions to ensure their safety and well-being.

◦We have instituted work-from-home policies and workplace safety measures and protocols, including strict site access guidelines and ensuring the availability of personal protective equipment. To support the health and well-being of our employees, customers, distributors, partners and communities, as of August 3, 2020, approximately 53% of our employees are working remotely, whereas typically only 15% of our employees, such as field service employees, work remotely.

◦We have implemented new programs aimed at educating our employees on how to operate in virtual, social-distancing environments.

◦During our second quarter of fiscal 2020, we closed our manufacturing facility in Beijing for approximately four weeks and placed our U.S. manufacturing and logistics facilities, including our Palo Alto manufacturing facility, in critical operations mode for approximately three weeks. Since May 2020, all of our manufacturing facilities have been fully operational. We have implemented stringent safety protocols at all of our manufacturing facilities, including rigorous health and safety training for all manufacturing employees and the institution of new workplace spacing requirements.

•Our customers are facing unique challenges, and we are taking actions to support their priorities. Among other efforts, we are taking actions to ensure that all of our customers can continue to deliver radiation therapy, a non-elective

procedure, to their patients, and we are actively deploying remote tools across our training, installation and field service teams to ensure continued access to our products and solutions.

•Despite certain logistical and manufacturing challenges, to date, we have been successful in our efforts to secure and stabilize our global supply chain, and we are actively coordinating with our suppliers and distributors to maintain adequate inventory to fulfill our customer commitments.

•We have a solid balance sheet with approximately $1.4 billion in accessible liquidity, including approximately $769 million in cash and cash equivalents and approximately $600 million available under our $1.2 billion revolving credit facility. To date, we have not experienced a significant decline in customer credit quality or a significant increase in requests for changes or extension of payment terms as a result of COVID-19, although we will continue to closely monitor these metrics going forward. While our capital allocation priorities remain unchanged, as a precautionary measure we have paused our share buybacks to preserve liquidity and are focused on reducing costs to bolster our financial flexibility in light of the broad range of potential outcomes over the foreseeable future. In addition, in our third quarter of fiscal year 2020, we implemented several cost cutting measures designed to preserve liquidity, including a reduction in force that will impact approximately 3% of our work force, a temporary reduction in certain employee benefits, and requiring our employees to take mandatory paid personal leave days during a set week in each of our third quarter and fourth quarters of fiscal year 2020 and in our first quarter of our fiscal year 2021.

Despite the challenges that we are facing due to the COVID-19 pandemic, we remain confident that the actions that we are taking to manage such challenges, combined with our strong liquidity, position us well to navigate through the current economic environment and continue to execute on our long-term value creation strategy.

Highlights for the Three Months Ended July 3, 2020

Financial Summary


	Three Months Ended
(In millions, except per share amounts)	July 3, 2020			June 28, 2019			Change
Gross Orders	$	682.2		$	891.6		(23)	%
Oncology Systems	665.4			778.3			(14)	%
Proton Solutions	9.7			111.3			(91)	%
Other	7.1			2.0			255	%
Backlog	$	3,213.6		$	3,118.4		3	%
Revenues	$	694.3		$	825.8		(16)	%
Oncology Systems	654.5			792.9			(17)	%
Proton Solutions	32.7			30.9			6	%
Other	7.1			2.0			255	%
Gross margin as a percentage of revenues	43.0		%	42.5		%	50 bps
Effective tax rate	28.2		%	50.9		%
Net earnings attributable to Varian	$	61.2		$	29.4		109	%
Diluted net earnings per share	$	0.67		$	0.32		110	%
Net cash provided by operating activities	$	83.0		$	126.5		(34)	%
Number of shares repurchased	—			0.4			n/m
Total cost of shares repurchased	$	—		$	48.6		n/m

n/m - not meaningful

Tariff Measures. Between July 2018 and May 2019, the Trump Administration imposed a series of tariffs, ranging from 5% to 25%, on numerous products imported into the United States from China, including Varian’s radiotherapy systems manufactured in China and certain components used in our manufacturing and service activities. In July and August 2018, China retaliated against the U.S. tariffs by imposing its own series of tariffs, ranging from 10% to 25%, on certain products imported into China from the United States, including Varian’s radiotherapy systems and certain manufacturing and service components.

We participated in the Office of the U.S. Trade Representative (“USTR”) process to seek product-specific exclusions from the U.S. tariffs on Chinese imports. To date, USTR has granted tariff exclusions for four products: certain radiotherapy systems manufactured in China, as well as three key components of the radiation therapy systems that we manufacture in the United States: multi-leaf collimators, certain printed circuit board assemblies and tungsten shielding. We submitted an additional U.S. exclusion request in September 2019, in relation to a manufacturing component, which was ultimately not granted. In 2019, USTR granted a one-year extension to our exclusion for radiotherapy systems through December 28, 2020. An additional component exclusion extension, for multi-leaf collimators, has been granted through December 31, 2020 and two additional renewal applications for components are pending, one of which received objections.

In June and July 2019, we submitted formal requests to the Chinese government for exclusions from the Chinese retaliatory tariffs for manufacturing inputs, service parts and radiotherapy systems imported into China from the United States. In September 2019, the Chinese government granted a tariff exclusion for medical linear accelerators, including our radiotherapy systems, with retroactive effect and valid through September 16, 2020. Varian is in the process of requesting an extension to that exclusion. The other China exclusion requests are still pending. In the aggregate, these tariffs will be referred to as "U.S./China tariffs." "

Impairment Charges. In the three months ended July 3, 2020, the Company’s Maryland Proton Treatment Center (“MPTC") Series B-1 and B-2 bonds ( collectively "MPTC" bonds) and the Alabama Proton Treatment Center (“APTC") securities were determined to be other-than-temporarily impaired due to a decrease in trade prices of comparable bonds. We believe that it is more likely than not that we will not recover the losses before these bonds are sold. In the three months ended July 3, 2020, we recorded impairment charges of $8.3 million on our MPTC bonds and $0.9 million on our APTC securities. The impairment charges are included in restructuring and impairment charges in the Condensed Consolidated Statements of Earnings. See Note 14, "Proton Solutions Loans and Investments," of the Notes to the Condensed Consolidated Financial Statements for further information.

Restructuring Charges. In the three months ended July 3, 2020, we implemented a global workforce reduction, as part of our plan to enhance operational performance through productivity initiatives, in response to the impact of the COVID-19 pandemic. We incurred $13.9 million in restructuring charges, which primarily consisted of employee-related expenses, during the three months ended July 3, 2020. As of July 3, 2020, we expect to incur additional restructuring charges under this plan; however, these costs are not expected to be material. We expect to substantially complete this restructuring program by the end of fiscal year 2020. The restructuring charges are included in restructuring and impairment charges in the Condensed Consolidated Statements of Earnings.

Currency Fluctuation. In order to assist with the assessment of how our underlying businesses performed, we compare the percentage change in revenues and Oncology Systems gross orders from one period to another, excluding the effect of foreign currency fluctuations (i.e., using constant currency exchange rates). To present this information on a constant currency basis, we convert current period revenues and gross orders in currencies other than U.S. Dollars into U.S. Dollars using the comparable prior period’s average exchange rate. Percentage changes in revenues and gross orders are not adjusted for constant currency unless indicated.

Currency fluctuations had approximately a $7.1 million and $5.6 million unfavorable impact for total revenues and Oncology Systems gross orders, respectively, for the three months ended July 3, 2020, compared to the year-ago period. We expect that fluctuations of non-U.S. Dollar currencies against the U.S. Dollar may continue to cause variability in our financial performance.

Oncology Systems. Our Oncology Systems business designs, manufactures, sells and services hardware and software products for treating cancer with conventional radiotherapy, and advanced treatments such as fixed field intensity-modulated radiation therapy (“IMRT”), image-guided radiation therapy (“IGRT”), volumetric modulated arc therapy (“VMAT”), stereotactic radiosurgery, stereotactic body radiotherapy and brachytherapy as well as associated quality assurance equipment. Our software solutions include treatment planning, informatics, clinical knowledge exchange, patient care management, practice management and decision support for comprehensive cancer clinics, radiotherapy centers and medical oncology practices. We offer services ranging from hardware phone support, break/fix repair of linear accelerators, obsolescence protection of hardware, software support, software upgrades, hosting as a service, as well as clinical consulting services.

We have expanded our services offerings to include clinical practice services that assist within the clinical workflow. These services focus on decision support and/or cancer care knowledge augmentation aimed to facilitate improved accessibility and affordability to care while maintaining a fundamental level of clinical quality. Further, we operate 12 multi-disciplinary cancer centers and one specialty hospital in India and one multi-disciplinary cancer center in Sri Lanka. We also expect to innovate and incubate new solutions such as technology-enabled services, and to develop additional technologies that incorporate artificial intelligence and machine learning capabilities, in an environment of data security and patient privacy integrity.

Our primary goal in the Oncology Systems business is to promote the adoption of more advanced and effective cancer treatments. In our view, the fundamental market forces that drive long-term growth in our Oncology Systems business are the rise in cancer cases; technology advances and product developments that are leading to improvements in patient care and outcomes; customer demand for the more advanced and effective cancer treatments that we enable; competitive conditions among hospitals and clinics to offer such advanced treatments; continued improvement in safety and cost efficiency in delivering radiation therapy; and underserved medical needs outside of the United States. Approximately half of Oncology Systems gross orders and revenues come from international markets, within which certain emerging markets typically can have lower gross margins and longer installation cycles since many of these purchases are for new sites where treatment vaults need to be constructed. We have also been investing a higher portion of our Oncology Systems research and development budget in software and software-related products, which have a higher gross margin than our hardware products.

Subject to the potential impact of COVID-19, we believe international markets will be our fastest growing markets. The radiation oncology market in North America is largely characterized by the replacements of older machines, with periodic increases in demand driven by the introduction of new technologies. Reimbursement rates in the United States have generally supported a favorable return on investment for the purchase of new radiotherapy equipment and technologies. While we believe that improved product functionality, greater cost-effectiveness and prospects for better clinical outcomes with new capabilities, such as IMRT, IGRT and VMAT, tend to drive demand for radiotherapy products, large changes in reimbursement rates or reimbursement structure can affect customer demand and cause market shifts. We believe that growth of the radiation oncology market in the United States could be impacted as customers’ decision-making processes are complicated by the uncertainties surrounding reimbursement rates and new models for radiotherapy and radiosurgery, such as the alternative payment model pilot program for radiation oncology that was proposed by the Centers for Medicare and Medicaid Services in July 2019. This pilot program is intended to test whether an episode-based payment structure would reduce Medicare expenditures. We believe that this uncertainty will likely continue in future fiscal years and could impact transaction size, timing and purchasing processes, and also contribute to increased quarterly business variability.

Global demand for oncology equipment varies by geography and size of cancer burden. Overall new cancer cases are forecasted to increase from approximately 18 million in 2018 to 25 million in 2030. Markets such as North America, developed Europe and Japan are primarily replacement markets with growth consistent with the aging cycle of the installed base and the aging of populations. Emerging markets such as Brazil, Russia, India, China and Africa have large gaps in access to care and are expected to grow faster to address this gap. Variations in spend on oncology equipment will occur over time based on economic factors in individual countries.

Proton Solutions. Our Proton Solutions business develops, designs, manufactures, sells and services products and systems for delivering proton therapy, another form of external beam therapy using proton beams, for the treatment of cancer. Proton therapy is a preferred option for treating certain cancers, particularly tumors near critical structures such as the base of the skull, spine, optic nerve and most pediatric cancers. Although proton therapy has been in clinical use for more than four decades, it has not been widely deployed due to the high capital cost.

We are investing resources to drive growth and innovation in this business. Proton therapy facilities are large-scale construction projects that have long lead times and involve significant customer investment and often complex project financing. Consequently, this business is vulnerable to general economic and market conditions, as well as reimbursement rates. Customer decision-making cycles tend to be very long, and orders generally involve many contingencies. Credit markets for proton therapy projects have improved in recent years but the funding environment for large capital projects, such as proton therapy projects, is still challenging and volatile. Our current focus is bringing our expertise in traditional radiation therapy to proton therapy to improve its clinical utility, reduce its cost of treatment per patient and drive innovation, so that it is more widely accepted and deployed.

As of July 3, 2020, we had a carrying value of $124.1 million of notes receivable, including accrued interest, senior secured debt, available-for-sale securities, and loans outstanding to Proton Solutions customers. See Note 14, "Proton Solutions Loans and Investments," of the Notes to the Condensed Consolidated Financial Statements for further information.

Other. The Other category includes our Interventional Solutions business that offers products for interventional oncology procedures and treatments, including cryoablation, microwave ablation and embolization. We also provide software for post treatment, image-guided dosimetry for Yttrium-90 microspheres used in selective internal radiation therapy. The Other category also includes assets related to the use of radiation in the heart and other forms of radiosurgery for cardiovascular disease.

Critical Accounting Estimates

The preparation of our financial statements and related disclosures in conformity with accounting principles generally accepted in the United States (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets,

liabilities, revenues and expenses. These estimates and assumptions are based on historical experience and on various other factors that we believe are reasonable under the circumstances. Our critical accounting policies that are affected by accounting estimates require us to use judgments, often as a result of the need to make estimates and assumptions regarding matters that are inherently uncertain, and actual results could differ materially from these estimates. We periodically review our accounting policies, estimates and assumptions and make adjustments when facts and circumstances dictate. During the nine months ended July 3, 2020, there were no significant changes, except as noted below to our critical accounting policies and estimates as described in the financial statements contained in Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2019 Annual Report.

Goodwill, Intangible Assets and Impairment Assessment

Goodwill represents the excess of the purchase price in a business over the fair value of net tangible and intangible assets acquired. The determination of the value of the intangible assets acquired involves certain judgments and estimates. These judgments can include, but are not limited to, the cash flows that an asset is expected to generate in the future and the appropriate discount weighted-average cost of capital ("WACC"). Each period we evaluate the estimated remaining useful lives of purchased intangible assets and whether events or changes in circumstances warrant a revision to the remaining periods of amortization.

Goodwill is allocated to reporting units expected to benefit from the business combination. We evaluate our reporting units when changes in our operating structure occur, and if necessary, reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level on an annual basis or whenever events or changes in circumstances indicate its carrying value may not be recoverable. We can opt to perform a qualitative assessment to test a reporting unit’s goodwill for impairment or we can directly perform a quantitative assessment. Various factors are considered in the qualitative assessment, including macroeconomic conditions, industry and market considerations, financial performance and other relevant events affecting the reporting unit. Based on our qualitative assessment, if we determine that the fair value of a reporting unit is more likely than not (i.e., a likelihood of more than 50 percent) to be less than its carrying amount, the quantitative assessment will be performed. The quantitative assessment compares the fair value of a reporting unit against its carrying amount, including the goodwill allocated to each reporting unit. We determine the fair value of our reporting units based on a combination of income and market valuation approaches. The income approach is based on the present value of estimated future cash flows that the reporting unit is expected to generate, and the market approach is based on a market multiple calculated for each reporting unit based on market data of other companies engaged in similar business. Any excess of the reporting unit’s carrying value over its fair value will be recorded as an impairment loss.

Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates, operating margins and working capital requirements, WACC, future economic and market conditions, estimation of the long-term rate of growth for our business and determination of appropriate market comparables. We base our fair value estimates on assumptions we believe to be reasonable but that are inherently uncertain. Actual future results related to assumed variables could differ from these estimates. In addition, we make certain judgments and assumptions in allocating assets and liabilities to determine the carrying values for each reporting unit.

As of July 3, 2020, we have two reporting units with goodwill: Oncology Systems and Interventional Solutions, with balances of $440.6 million and $166.8 million, respectively. Due to certain indicators identified related to our Interventional Solutions reporting unit in the second quarter of fiscal year 2020, including a significant decrease in near term revenue projections due to COVID-19, we identified a triggering event and performed an interim impairment test on our $164.3 million of goodwill in our Interventional Solutions reporting unit, within the Other reportable operating segment. The fair value of the Interventional Solutions’ reporting unit was in excess of its carrying value by approximately $20 million, or 7%. Management believes the methodology and assumptions used to calculate the fair value to be reasonable as of July 3, 2020. However, the Interventional Solutions reporting unit could be at risk for a future goodwill impairment if there are adjustments to certain assumptions used in the fair value calculation, including revenue growth rates, operating margins, WACC and/or working capital requirements. Given the uncertain impact of COVID-19 and/or other market factors on our business, our cash flow projections for this business could decrease in the future, which could lead to an impairment of goodwill. In the third quarter of fiscal year 2019, we recorded a goodwill impairment charge of $50.5 million for the full value of the Proton Solutions reporting unit goodwill. See Note 5, "Goodwill and Intangible Assets," of the Notes to the Condensed Consolidated Financial Statements for more information.

Results of Operations

Fiscal Year

Our fiscal year is the 52- or 53-week period ending on the Friday nearest September 30. Fiscal year 2020 is the 53-week period ending October 2, 2020, and fiscal year 2019 was the 52-week period that ended September 27, 2019. The fiscal quarters ended July 3, 2020 and June 28, 2019 were both 13-week periods.

Discussion of Results of Operations for the Three and Nine Months Ended July 3, 2020 Compared to the Three and Nine Months Ended June 28, 2019

Total Revenues


Revenues by sales classification	Three Months Ended														Nine Months Ended
(Dollars in millions)	July 3, 2020			June 28, 2019			Percent Change		July 3, 2020			June 28, 2019			Percent Change
Product	$	320.2		$	461.3		(31)	%	$	1,148.5		$	1,292.0		(11)	%
Service	374.1			364.5			3	%	1,169.2			1,054.2			11	%
Total Revenues	$	694.3		$	825.8		(16)	%	$	2,317.7		$	2,346.2		(1)	%
Product as a percentage of total revenues	46		%	56		%			50		%	55		%
Service as a percentage of total revenues	54		%	44		%			50		%	45		%

Total product revenues decreased in the three and nine months ended July 3, 2020, compared to the year-ago periods, mostly driven by a sharp decline in hardware and software product revenues from Oncology Systems due to COVID-19 and, to a lesser extent, a decrease in product revenues from Proton Solutions, partially offset by an increase in revenues from the Other category.

Total service revenues increased in the three and nine months ended July 3, 2020, compared to the year-ago periods, primarily due to an increase in service revenues from Oncology Systems, which included increases of approximately $11 million and $46 million, respectively, in service revenues from CTSI, and, increases in service revenues from Proton Solutions of $4.2 million and $9.8 million, respectively. The nine months ended July 3, 2020, included approximately $19 million in additional service revenues due to the first quarter of fiscal year 2020 being a 14-week period.


Revenues by geographical region	Three Months Ended																		Nine Months Ended
(Dollars in millions)	July 3, 2020			June 28, 2019			Percent Change		Constant Currency		July 3, 2020			June 28, 2019			Percent Change		Constant Currency
Americas	$	337.5		$	401.2		(16)	%	(16)	%	$	1,127.6		$	1,122.9		—	%	1	%
EMEA	217.2			271.3			(20)	%	(18)	%	741.0			783.8			(5)	%	(3)	%
APAC	139.6			153.3			(9)	%	(9)	%	449.1			439.5			2	%	2	%
Total Revenues	$	694.3		$	825.8		(16)	%	(15)	%	$	2,317.7		$	2,346.2		(1)	%	—	%

North America ⁽¹⁾	$	324.2		$	378.7		(14)	%	(14)	%	$	1,064.9		$	1,050.8		1	%	1	%
International	370.1			447.1			(17)	%	(16)	%	1,252.8			1,295.4			(3)	%	(2)	%
Total Revenues	$	694.3		$	825.8		(16)	%	(15)	%	$	2,317.7		$	2,346.2		(1)	%	—	%
North America as a percentage of total revenues	47		%	45		%					46		%	45		%
International as a percentage of total revenues	53		%	55		%					54		%	55		%

⁽¹⁾North America primarily includes the United States and Canada.

Revenues across all regions were negatively impacted by a sharp decline in hardware and software product revenues from Oncology Systems in the third quarter of fiscal year 2020 due to the COVID-19 pandemic.

The Americas region revenues decreased in the three months ended July 3, 2020, compared to the year-ago period, primarily due to the decrease in revenues from Oncology Systems, partially offset by an increase in revenues from the Other category. The Americas region revenues were flat in the nine months ended July 3, 2020, compared to the year-ago period, primarily due to an increase in revenues from the Other category, mostly offset by decreases in revenues from Oncology Systems and Proton Solutions.

The EMEA region revenues decreased in the three and nine months ended July 3, 2020, compared to the year-ago periods, primarily due to the decrease in revenues from Oncology Systems and, to a lesser extent, a decrease in revenues from Proton Solutions. The revenues from Oncology Systems in the three and nine months ended July 3, 2020, compared to the year-ago periods, include increases of approximately $8 million and $35 million, respectively, in service revenues from CTSI.

The APAC region revenues decreased in the three months ended July 3, 2020, as compared to the prior period, primarily due to the decrease in revenues from Oncology Systems, partially offset by an increase in revenues from Proton Solutions. The APAC region revenues increased in the nine months ended July 3, 2020, as compared to the prior period, primarily due to an increase in revenues from the Other Category, partially offset by a decrease in revenues from Oncology Systems.

Oncology Systems Revenues


Revenues by sales classification	Three Months Ended																		Nine Months Ended
(Dollars in millions)	July 3, 2020			June 28, 2019			Percent Change		Constant Currency		July 3, 2020			June 28, 2019			Percent Change		Constant Currency
Product	$	290.0		$	433.8		(33)	%	(33)	%	$	1,053.0		$	1,203.0		(12)	%	(12)	%
Service	364.5			359.1			1	%	3	%	1,144.4			1,039.2			10	%	11	%
Total Oncology Systems Revenues	$	654.5		$	792.9		(17)	%	(17)	%	$	2,197.4		$	2,242.2		(2)	%	(1)	%
Product as a percentage of total Oncology Systems revenues	44		%	55		%					48		%	54		%
Service as a percentage of total Oncology Systems revenues	56		%	45		%					52		%	46		%
Oncology Systems revenues as a percentage of total revenues	94		%	96		%					95		%	96		%

Oncology Systems product revenues decreased in the three and nine months ended July 3, 2020, compared to the year-ago periods, driven by a sharp decline in hardware and software product revenues due to COVID-19 related delays, including site access restrictions and delays to customer installation readiness in the third quarter of fiscal year 2020.

Oncology Systems service revenues, which include performance obligations for installation, training and warranty, increased in the three and nine months ended July 3, 2020, compared to the year-ago periods, primarily due to the ongoing customer adoption of service contracts as the warranty periods on our systems expire and an increase in the number of customers as the installed base of our products continues to grow. Oncology Systems service revenues were negatively impacted in the third quarter of fiscal year 2020 by a decline in installation and commissioning services due to the COVID-19 pandemic. Oncology Systems service revenues also include increases of approximately $11 million and $46 million in service revenues from CTSI in the three and nine months ended July 3, 2020. The nine months ended July 3, 2020 include approximately $19 million in additional service revenues due to the first quarter of fiscal year 2020 being a 14-week period.


Revenues by geographical region	Three Months Ended																		Nine Months Ended
(Dollars in millions)	July 3, 2020			June 28, 2019			Percent Change		Constant Currency		July 3, 2020			June 28, 2019			Percent Change		Constant Currency
Americas	$	318.1		$	385.6		(18)	%	(17)	%	$	1,066.7		$	1,073.5		(1)	%	—	%
EMEA	204.1			256.4			(20)	%	(18)	%	704.8			736.2			(4)	%	(2)	%
APAC	132.3			150.9			(12)	%	(12)	%	425.9			432.5			(2)	%	(1)	%
Total Oncology Systems Revenues	$	654.5		$	792.9		(17)	%	(17)	%	$	2,197.4		$	2,242.2		(2)	%	(1)	%

North America	$	304.8		$	363.1		(16)	%	(16)	%	$	1,004.0		$	1,001.4		—	%	—	%
International	349.7			429.8			(19)	%	(17)	%	1,193.4			1,240.8			(4)	%	(2)	%
Total Oncology Systems Revenues	$	654.5		$	792.9		(17)	%	(17)	%	$	2,197.4		$	2,242.2		(2)	%	(1)	%
North America as a percentage of total Oncology Systems revenues	47		%	46		%					46		%	45		%
International as a percentage of total Oncology Systems revenues	53		%	54		%					54		%	55		%

Oncology Systems revenues decreased across all regions in the three and nine months ended July 3, 2020, compared to the year-ago periods, driven by a sharp decline in hardware and software product revenues due to COVID-19 related delays, including site access restrictions and delays to customer installation readiness in the third quarter of fiscal year 2020. Service revenues were also negatively impacted in the third quarter of fiscal year 2020 by a decline in installation and commissioning services due to the COVID-19 pandemic. EMEA Oncology Systems revenues in the three and nine months ended July 3, 2020, compared to the year-ago periods, include increases of approximately $8 million and $35 million in service revenues from CTSI. In the three and nine months ended June 28, 2019, APAC revenues from hardware products were negatively impacted by approximately $10 million and $27 million from the U.S./China Tariffs.

Variations of higher and lower revenues between the North America and international regions are impacted by regional factors influencing our gross orders, which include the impact of COVID-19, government spending, philanthropy/donations, economic and political instability in some countries, uncertainty created by U.S. health care policy, such as the excise tax on the sale of most medical devices, Medicare reimbursement rates and consolidation of free standing clinics in the United States, and different technology adoption cycles. See further discussion of orders under “Gross Orders.”

Proton Solutions Revenues


Revenues by sales classification	Three Months Ended														Nine Months Ended
(Dollars in millions)	July 3, 2020			June 28, 2019			Percent Change		July 3, 2020			June 28, 2019			Percent Change
Product	$	23.1		$	25.5		(9)	%	$	57.8		$	87.0		(34)	%
Service	9.6			5.4			78	%	24.8			15.0			65	%
Total Proton Solutions Revenues	$	32.7		$	30.9		6	%	$	82.6		$	102.0		(19)	%
Proton Solutions revenues as a percentage of total revenues	5		%	4		%			4		%	4		%

Proton Solutions revenues increased in the three months ended July 3, 2020, compared to the year-ago period, primarily due to an increase in service revenues resulting from the increase in proton centers transitioned to service contracts. Proton Solutions revenues decreased in the nine months ended July 3, 2020, compared to the year-ago period, primarily due to the timing of project completion and stage of progress and fewer orders in fiscal year 2018 and the first half of fiscal year 2019, partially offset by an increase in service revenues resulting from the increase in proton centers transitioned to service contracts. The estimated impact of the COVID-19 pandemic on Proton Solution revenues was not material in the three and nine months ended July 3, 2020.

Other Revenues

Revenues from the Other category increased $5.1 million and $35.7 million for the three and nine months ended July 3, 2020. Revenues from the Other category are allocated to product revenues and are related to our Interventional Solutions business. The estimated impact of the COVID-19 pandemic on Interventional Solutions revenues was not material in the three and nine months ended July 3, 2020.

Gross Margin


Dollars by segment	Three Months Ended														Nine Months Ended
(Dollars in millions)	July 3, 2020			June 28, 2019			Percent Change		July 3, 2020			June 28, 2019			Percent Change
Oncology Systems	$	291.2		$	346.3		(16)	%	$	972.8		$	978.5		(1)	%
Proton Solutions	2.7			5.0			(43)	%	2.3			7.1			(67)	%
Other	4.6			0.1			n/m		27.4			0.1			n/m
Gross margin	$	298.5		$	351.4		(15)	%	$	1,002.5		$	985.7		2	%
Percentage by segment
Oncology Systems	44.5		%	43.7		%			44.3		%	43.7		%
Proton Solutions	8.4		%	15.6		%			2.8		%	6.9		%
Other	63.1		%	5.3		%			72.5		%	5.3		%
Total Company	43.0		%	42.5		%			43.3		%	42.0		%
Percentage by sales classification
Total Company - Product	29.7		%	35.4		%			33.8		%	33.5		%
Total Company - Service	54.4		%	51.6		%			52.5		%	52.4		%
Oncology Systems - Product	32.5		%	37.1		%			35.3		%	36.0		%
Oncology Systems - Service	54.1		%	51.7		%			52.6		%	52.5		%

n/m - not meaningful

Oncology Systems product gross margin percentage decreased in the three and nine months ended July 3, 2020, compared to the year-ago periods, primarily due to manufacturing overhead under absorption due to the COVID-19 pandemic, as well as a geographical mix shift to emerging markets. In the three months ended June 28, 2019, the U.S./China tariffs had a negative impact of approximately $15 million, comprised of a negative impact of approximately $10 million in revenues and approximately $5 million in cost of revenues. In the nine months ended June 28, 2019, the U.S./China tariffs had a negative impact of approximately $39 million, comprised of a negative impact of approximately $27 million in revenues and approximately $12 million in cost of revenues.

Oncology Systems service gross margin percentage increased in the three months and nine months ended July 3, 2020, compared to the year-ago periods, primarily due to lower variable service costs due to COVID-19 in the third quarter of fiscal year 2020, partially offset by an increase in service revenues from CTSI, which have a lower margin than our traditional services.

Proton Solutions gross margin percentage decreased in the three and nine months ended July 3, 2020, compared to the year-ago periods, primarily due to the mix of projects and increased project costs, partially offset by an increase in service revenues.

Other category gross margin percentage increased in the three and nine months ended July 3, 2020, compared to the year-ago periods, primarily due to the amortization of the inventory step-up after the acquisition of Endocare and Alicon in the prior period.

Research and Development


	Three Months Ended														Nine Months Ended
(Dollars in millions)	July 3, 2020			June 28, 2019			Percent Change		July 3, 2020			June 28, 2019			Percent Change
Research and development	$	65.3		$	62.1		5	%	$	203.4		$	182.4		11	%
Research and development as a percentage of total revenues	9		%	8		%			9		%	8		%

Research and development expenses increased $3.2 million and $21.0 million in the three and nine months ended July 3, 2020, compared to the year-ago periods, primarily due to an increase in investments in software, Flash technology, adaptive radiotherapy and other strategic programs.

Selling, General and Administrative, Impairment and Restructuring Charges, and Acquisition-related expenses


	Three Months Ended														Nine Months Ended
(Dollars in millions)	July 3, 2020			June 28, 2019			Percent Change		July 3, 2020			June 28, 2019			Percent Change
Selling, general and administrative	$	145.0		$	153.6		(6)	%	$	497.3		$	441.5		13	%
Impairment and restructuring charges	$	23.1		$	50.6		(54)	%	$	63.6		$	50.6		26	%
Acquisition-related expenses and in-process research and development	$	5.2		$	31.2		(83)	%	$	13.4		$	35.8		(62)	%
Selling, general and administrative as a percentage of total revenues	21		%	19		%			21		%	19		%
Impairment and restructuring charges as a percentage of total revenues	3		%	6		%			3		%	2		%
Acquisition-related expenses and in-process research and development as a percentage of total revenues	1		%	4		%			1		%	2		%

n/m - not meaningful

Selling, general and administrative expenses decreased $8.6 million in the three months ended July 3, 2020, compared to the year-ago period, primarily due to cost-saving measures that were put in place in the third quarter of fiscal year 2020 due to the COVID-19 pandemic. Selling, general and administrative expenses increased $55.8 million in the nine months ended July 3, 2020, compared to the year-ago period, primarily due to increases in our operations to support growth, including an increase in headcount to support sales and marketing for recent acquisitions and investments in product management for treatment planning in Oncology Systems, partially offset by cost-saving measures that were put in place in the third quarter of fiscal year 2020 due to the COVID-19 pandemic. Selling, general and administrative expenses in the three and nine months ended July 3, 2020, also includes increases of $3.4 million and $12.7 million, respectively, due to additional intangible asset amortization primarily related to our fiscal year 2019 acquisitions.

Impairment and restructuring charges in the three months ended July 3, 2020, were due to $13.9 million in restructuring charges and a $9.2 million impairment to our available-for-sale investments. In the three months ended July 3, 2020, the Company recorded an $8.3 million impairment on its MPTC bonds, and a $0.9 million impairment on its APTC bonds. Impairment charges in the nine months ended July 3, 2020 also includes a $40.5 million impairment to the CPTC Term Loan. As a result of the COVID-19 pandemic, during March and April 2020, CPTC suffered material negative impacts to its operating plan, including declines in current and projected patient volume and delays in partnership with a significant clinical partner. Therefore, we concluded it was no longer probable that we will collect the amounts owed under the CPTC Term Loan when due. See Note 14, "Proton Solutions Loans and Investments," of the Notes to the Condensed Consolidated Financial Statements for further information. In the three months ended June 28, 2019, we recorded a $50.5 million goodwill impairment charge to the Proton Solutions reporting unit.

Acquisition-related and in-process research and development expenses decreased in the three and nine months ended July 3, 2020, compared to the year-ago periods, primarily due to a $20.8 million charge in the third quarter of fiscal year 2019

associated with a write-off of in-process R&D related to an acquisition and increased costs in the prior year due to the CTSI, Endocare and Alicon acquisitions.

Other Income, Net


	Three Months Ended										Nine Months Ended
(Dollars in millions)	July 3, 2020		June 28, 2019		Percent Change		July 3, 2020		June 28, 2019		Percent Change
Interest income	$	2.7	$	3.7	(29)	%	$	8.8	$	11.6	(25)	%
Interest expense	$	(2.9)	$	(1.8)	64	%	$	(11.9)	$	(4.0)	195	%
Other income, net	$	25.1	$	4.2	504	%	$	28.6	$	27.4	5	%

Interest income decreased in the three and nine months ended July 3, 2020, compared to the year-ago periods, primarily due to a decrease in interest income from loans to our Proton Solution customers and available-for-sale securities. Interest expense increased in the three and nine months ended July 3, 2020, compared to the year-ago periods, primarily due to an increase in borrowings on our Credit Facility. Other income, net, increased in the three and nine months ended July 3, 2020, compared to the year-ago periods, primarily due to $25.7 million in gains on our equity investments in the third quarter of fiscal year 2020, which included a $20.9 million gain related to an investment that went public in the third quarter of fiscal year 2020.

Taxes on Earnings


	Three Months Ended														Nine Months Ended
(Dollars in millions)	July 3, 2020			June 28, 2019			Change		July 3, 2020			June 28, 2019			Change
Taxes on earnings	$	23.9		$	30.5		(22.0)	%	$	57.4		$	88.6		(35.0)	%
Effective tax rate	28.2		%	50.9		%			22.9		%	28.5		%

Our effective tax rate is lower in the three and nine months ended July 3, 2020, compared to the year-ago periods, primarily because the prior period included a goodwill impairment charge and an in-process research and development expense, neither of which generated a tax benefit for the Company. This decrease was partially offset by an unfavorable shift in the geographic mix of earnings in fiscal year 2020.

Our effective tax rate is impacted by the percentage of our total earnings that comes from our international regions, the mix of particular tax jurisdictions within our international regions, changes in the valuation of our deferred tax assets or liabilities, and changes in tax laws or interpretations of those laws. We expect that our effective tax rate may experience increased fluctuations from period to period. See Note 10, "Income Taxes," of the Notes to the Consolidated Financial Statements in our 2019 Annual Report.

Diluted Net Earnings Per Share


	Three Months Ended										Nine Months Ended
	July 3, 2020		June 28, 2019		Percent Change		July 3, 2020		June 28, 2019		Percent Change

Diluted net earnings per share	$	0.67	$	0.32	110	%	$	2.11	$	2.41	(12)	%

Diluted net earnings per share increased in the three months ended July 3, 2020, compared to the year-ago period, primarily due to higher impairment charges, acquisition-related expenses, and a higher effective tax rate in the prior year. Diluted net earnings per share decreased in the nine months ended July 3, 2020, compared to the year-ago period, primarily due to higher operating expenses in fiscal year 2020, partially offset by a decrease in the effective tax rate.

Gross Orders


Gross orders by segment	Three Months Ended										Nine Months Ended
(Dollars in millions)	July 3, 2020		June 28, 2019		Percent Change		July 3, 2020		June 28, 2019		Percent Change
Oncology Systems	$	665.4	$	778.3	(14)	%	$	2,212.6	$	2,261.0	(2)	%
Proton Solutions	9.7		111.3		(91)	%	96.4		121.2		(20)	%
Other	7.1		2.0		255	%	37.7		2.0		n/m
Total Gross Orders	$	682.2	$	891.6	(23)	%	$	2,346.7	$	2,384.2	(2)	%

n/m - not meaningful

Gross orders are defined as new orders recorded during the period and revisions to previously recorded orders. New orders are recorded for the total contractual amount, excluding certain pass-through items and service items, which are recognized as revenue is recognized, once a written agreement for the delivery of goods or provision of services is in place and, other than Proton Solutions, when shipment of the product is expected to occur within two years, so long as any contingencies are deemed perfunctory. For our Proton Solutions business, we record orders when construction of the related proton therapy treatment center is reasonably expected to start within two years, but only if any contingencies are deemed perfunctory. We will not record Proton Solutions orders if there are financing contingencies, if a substantial portion of the financing for the project is not reasonably assured or if customer board approval contingencies are pending. We perform a quarterly review to verify that outstanding orders remain valid. If an order is no longer expected to ultimately convert to revenue, we record a backlog adjustment, which reduces backlog but does not impact gross orders for the period.

Gross orders in any period may not be directly correlated to the level of revenues in any particular future quarter or period since the timing of revenue recognition will vary significantly based on the delivery requirements of individual orders, acceptance schedules and the readiness of individual customer sites for installation of our products, all of which was impacted by COVID-19. Moreover, certain types of orders, such as orders for software or newly introduced products in our Oncology Systems segment, typically take more time from order to completion of installation and acceptance than hardware or older products. Because an order for a proton therapy system can be relatively large, an order in one fiscal period will cause gross orders in our Proton Solutions business to vary significantly, making comparisons between fiscal periods more difficult.

Oncology Systems Gross Orders


Gross orders by geographical region	Three Months Ended														Nine Months Ended
(Dollars in millions)	July 3, 2020		June 28, 2019		Percent Change		Constant Currency		July 3, 2020		June 28, 2019		Percent Change		Constant Currency
Americas	$	329.1	$	357.4	(8)	%	(8)	%	$	1,044.0	$	1,059.4	(1)	%	(1)	%
EMEA	191.1		281.1		(32)	%	(30)	%	687.1		732.7		(6)	%	(4)	%
APAC	145.2		139.8		4	%	4	%	481.5		468.9		3	%	3	%
Total Oncology Systems Gross Orders	$	665.4	$	778.3	(14)	%	(14)	%	$	2,212.6	$	2,261.0	(2)	%	(1)	%

North America	$	316.5	$	338.4	(6)	%	(6)	%	$	981.2	$	994.4	(1)	%	(1)	%
International	348.9		439.9		(21)	%	(19)	%	1,231.4		1,266.6		(3)	%	(1)	%
Total Oncology Systems Gross Orders	$	665.4	$	778.3	(14)	%	(14)	%	$	2,212.6	$	2,261.0	(2)	%	(1)	%

Oncology Systems gross orders were negatively impacted across regions in the three and nine months ended July 3, 2020, compared to the year-ago periods, mostly driven by a sharp decline in hardware and software product orders due to the COVID-19 pandemic in the third quarter of fiscal year 2020.

The Americas Oncology Systems gross orders decreased in the three and nine months ended July 3, 2020, compared to the year-ago periods, primarily due to a decrease in hardware product orders, partially offset by an increase in service orders. EMEA Oncology Systems decreased in the three and nine months ended July 3, 2020, compared to the year-ago periods, primarily due to a decrease in hardware and software product orders, partially offset by an increase in service orders from CTSI.

APAC Oncology Service gross orders increased in the three and nine months ended July 3, 2020, compared to the year-ago periods, primarily due to an increase in service orders, partially offset by a decrease in hardware product orders.

The trailing 12 months' growth in gross orders for Oncology Systems at the end of the third quarter of fiscal year 2020 and at the end of each of the previous three fiscal quarters was:


	Trailing 12 Months Ended
	July 3, 2020	April 3, 2020	January 3, 2020	September 27, 2019
Americas	2%	4%	6%	7%
EMEA	(1)%	9%	11%	12%
APAC	(1)%	(2)%	6%	9%
North America	2%	3%	6%	8%
International	(1)%	5%	9%	10%
Total Oncology Systems Gross Orders	1%	5%	8%	9%

Consistent with the historical pattern, we expect that Oncology Systems gross orders will continue to experience regional fluctuations. We expect that the COVID-19 pandemic will have an adverse effect on Oncology Systems gross orders for the remainder of our fiscal year 2020. Over the long-term, we expect international gross orders, specifically from emerging markets, to grow as a percentage of overall orders. Oncology Systems gross orders are affected by foreign currency fluctuations, which could impact the demand for our products. In addition, government programs that stimulate the purchase of healthcare products could affect the demand for our products from period to period, and could therefore make it difficult to compare our financial results.

Proton Solutions Gross Orders

Proton Solutions gross orders decreased $101.6 million and $24.8 million in the three and nine months ended July 3, 2020, compared to the year-ago periods. The decrease in the three months ended July 3, 2020, was due to no system orders in the third quarter of fiscal year 2020, compared to the prior year period. The decrease in the nine months ended July 3, 2020, was mostly due to a smaller order size of proton therapy systems in fiscal year 2020 compared to the prior year period. The decreases in gross orders for proton therapy systems was partially offset by an increase in service orders. The COVID-19 pandemic may result in order delays for the remainder of fiscal year 2020.

Other Category Gross Orders

The Other category gross orders increased $5.1 million and $35.7 million in the three and nine months ended July 3, 2020, compared to the year-ago periods. Gross orders from the Other category are related to our Interventional Solutions business. The COVID-19 pandemic may result in order delays for the remainder of fiscal year 2020.

Backlog

Backlog is the accumulation of all gross orders for which revenues have not been recognized but are still considered valid. Backlog is stated at historical foreign currency exchange rates and revenue is released from backlog at current exchange rates, with any difference recorded as a backlog adjustment. At July 3, 2020, total Company backlog was $3.2 billion, an increase of 3% compared to the backlog at June 28, 2019. Our Oncology Systems backlog at July 3, 2020 was 4% higher than the backlog at June 28, 2019, which reflected an increase of 4% for both of our international and North America regions, respectively. Proton Solutions backlog was approximately $235 million at July 3, 2020.

We perform a quarterly review to verify that outstanding orders in the backlog remain valid. Aged orders that are not expected to ultimately convert to revenues are classified as dormant and are reflected as a reduction in the backlog amounts in the period identified. Backlog adjustments are comprised of dormancies, cancellations, foreign currency exchange rate adjustments, backlog acquired from our acquisitions, and other adjustments. Gross orders do not include backlog adjustments. Backlog adjustments totaled net reductions of $60.3 million and $205.5 million in the three and nine months ended July 3, 2020, compared to net reductions of $65.3 million and $102.5 million in the year-ago periods.

Liquidity and Capital Resources

Liquidity is the measurement of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings, acquire businesses or make other investments or loans, repurchase shares of VMS common stock, and fund

continuing operations and capital expenditures. Our sources of cash have included operations, borrowings, stock option exercises, and employee stock purchases.

Cash, Cash Equivalents, and Restricted Cash

The following table summarizes our cash, cash equivalents, and restricted cash:


(In millions)	July 3, 2020		September 27, 2019		Increase
Cash and cash equivalents	$	769.2	$	531.4	$	237.8
Restricted cash	21.3		12.7		8.6
Total cash, cash equivalents, and restricted cash	$	790.5	$	544.1	$	246.4

The increase in cash, cash equivalents, and restricted cash in the nine months ended July 3, 2020 was primarily due to $217.5 million of cash provided by operating activities, $170.0 million in net borrowings from our credit facility, $51.4 million in proceeds from the issuance of common stock to employees, and $9.2 million in proceeds from the sale of an equity investment, partially offset by $86.2 million used for the repurchase of shares of VMS common stock, $55.0 million used for purchases of property, plant, and equipment, $21.3 million in investments of equity and notes receivable in privately-held companies, $11.7 million used for tax withholdings on vesting of equity awards, and $11.2 million used for the payment of contingent consideration.

At July 3, 2020, we had approximately $236 million, or 31%, of cash and cash equivalents in the United States, which includes approximately $124 million in money market funds, and approximately $533 million, or 69%, of cash and cash equivalents was held abroad. In light of the changes to the U.S. federal taxation of foreign earnings under the Tax Cuts and Jobs Act, which was signed into law on December 22, 2017, we no longer consider the earnings of our foreign subsidiaries to be indefinitely reinvested. As a result, we have accrued for the foreign and state income taxes that we expect would be imposed upon a future remittance.

As of July 3, 2020, most of our cash and cash equivalents that were held abroad were in U.S. Dollars and were primarily held as bank deposits. In addition to cash flows generated from operations, a significant portion of which are generated in the United States, we have used our credit facilities to meet our cash needs from time to time and expect to continue to do so in the future. Borrowings under our credit facilities may be used for working capital, capital expenditures, VMS share repurchases, acquisitions and other corporate purposes.

Cash Flows


	Nine Months Ended
(In millions)	July 3, 2020		June 28, 2019
Net cash flow provided by (used in):
Operating activities	$	217.5	$	254.0
Investing activities	(77.3)		(523.7)
Financing activities	111.3		294.0
Effects of exchange rate changes on cash, cash equivalents and restricted cash	(5.1)		2.2
Net increase in cash, cash equivalents and restricted cash	$	246.4	$	26.5

Our primary cash inflows and outflows were as follows:

•In the nine months ended July 3, 2020, net cash provided by operating activities was $217.5 million compared to $254.0 million in the nine months ended June 28, 2019. The $36.5 million decrease in net cash from operating activities was driven by a $23.0 million decrease from non-cash items and a $28.9 million decrease in net earnings, partially offset by a $15.4 million increase in the net change from operating assets and liabilities.

•The major contributors to the net change in operating assets and liabilities, net of effects of acquisitions, in the nine months ended July 3, 2020, were as follows:

◦Trade and unbilled receivables decreasing $84.3 million, primarily due to lower receivables, in both Proton Solutions and Oncology Systems, attributed to customer payments in Proton Solutions and a decrease in revenues, partially offset by lower collections in Oncology Systems.

◦Inventory increasing $47.7 million, primarily to support a higher volume of orders in Oncology Systems.

◦Accounts payable decreasing $94.3 million, primarily due to timing of payments and slower than normal business activities due to COVID-19.

◦Accrued liabilities and other long-term liabilities decreasing $42.5 million, primarily due to decreases in accrued compensation, contingent consideration and warranty accruals, partially offset by an increase in restructuring accruals, and the adoption of ASC 842.

We expect that cash provided by operating activities may fluctuate in future periods as a result of a number of factors, including fluctuations in our operating results, timing of product shipments, product installation or customer acceptance, trade receivable collections, inventory management, contracts with extended payment terms, and the timing and amount of taxes and other payments. As a result of the COVID-19 pandemic, we expect to experience reduced cash flow from operations as a result of decreased revenues and slower collections. Moreover, we are focused on ensuring that we have adequate inventory on hand given the potential disruption of the COVID-19 pandemic to our suppliers and their supply chain. For additional discussion, please refer to the “Risk Factors” in Item 1A herein and in Part I, Item 1A of our 2019 Annual Report.

•In the nine months ended July 3, 2020, cash used in investing activities was $77.3 million, compared to $523.7 million in the nine months ended June 28, 2019. In the nine months ended July 3, 2020, cash used in investing activities primarily included $55.0 million used for purchases of property, plant and equipment, $21.3 million in investments of equity and notes receivable in privately-held companies, and $8.4 million used for acquisitions, partially offset by $9.2 million in proceeds from the sale of an equity investment. In the nine months ended June 28, 2019, cash used in investing activities primarily included $485.6 million used for acquisitions, $43.7 million used for purchases of property, plant and equipment, and $29.8 million in investments of equity in privately-held companies, partially offset by $29.9 million in proceeds from the sale of an equity investment.

•In the nine months ended July 3, 2020, cash provided by financing activities was $111.3 million, compared to $294.0 million in the nine months ended June 28, 2019. In the nine months ended July 3, 2020, cash provided by financing activities primarily included $170.0 million in net borrowings from our credit facility and $51.4 million in proceeds received from stock option exercises and employee stock purchases, partially offset by $86.2 million used for the repurchase of VMS common stock, $11.7 million used for tax withholdings on vesting of equity awards, and $11.2 million used for the payment of contingent consideration. In the nine months ended June 28, 2019, cash provided by financing activities primarily included $400.0 million in net borrowings from our credit facility and $55.7 million in proceeds received from stock option exercises and employee stock purchases, partially offset by $134.2 million used for the repurchase of VMS common stock, a $16.8 million debt repayment related to an acquisition, and $14.1 million used for tax withholdings on vesting of equity awards.

Revolving Credit Facility

The following table summarizes our short-term borrowings:


(Dollars in millions)	July 3, 2020					September 27, 2019
	Amount		Weighted-Average Interest Rate	Amount		Weighted-Average Interest Rate
Revolving Credit Facility	$	580.0	1.22%	$	410.0	3.05	%


Total short-term borrowings	$	580.0		$	410.0

See Note 6, "Borrowings," of the Notes to the Condensed Consolidated Financial Statements for further information about our Credit Agreement and other borrowing arrangements.

Our liquidity is affected by many factors, some of which result from the normal ongoing operations of our business and some of which arise from uncertainties and conditions in the United States and global economies. Although our cash requirements will fluctuate, we believe that existing cash and cash equivalents, cash to be generated from operations, and current credit facilities

will be sufficient to satisfy anticipated commitments for capital expenditures, and other cash requirements for at least the next 12 months.

Days Sales Outstanding

Our Oncology Systems trade and unbilled receivables days sales outstanding (“DSO”) increased to 124 days at July 3, 2020, from 105 at June 28, 2019. The increase in DSO, as compared to the prior year, was primarily driven by a decline in revenue as well as operational and processing delays due to the COVID-19 pandemic. Our accounts receivable and DSO are impacted by a number of factors, primarily including: the timing of product shipments, product installation or customer acceptance, collections performance, payment terms, the mix of revenues from different regions, and the effects of economic instability. Proton Solutions' DSO is not meaningful because it is highly variable. Trade and unbilled receivables from our Other category are not material. As of July 3, 2020, approximately 7% of our net trade and unbilled receivables balance was related to customer contracts with remaining terms of more than one year.

Share Repurchase Program

We repurchased shares of VMS common stock during the periods presented as follows:


	Three Months Ended						Nine Months Ended
(In millions, except per share amounts)	July 3, 2020		June 28, 2019		July 3, 2020		June 28, 2019
Number of shares	—		0.4		0.6		1.1
Average repurchase price per share	$	—	$	138.90	$	133.02	$	123.15
Total cost of shares repurchased	$	—	$	48.6	$	86.2	$	134.2

In November 2016, the VMS Board of Directors authorized the repurchase of an additional 8.0 million shares of VMS common stock commencing on January 1, 2017. As of July 3, 2020, approximately 1.6 million shares of VMS common stock remained available for repurchase under the November 2016 authorization. At the beginning of our third quarter of fiscal year 2020, due to the COVID-19 pandemic, as a precautionary measure we have paused our share repurchase program.

Stock repurchases may be made in the open market, in privately negotiated transactions (including accelerated share repurchase programs), or under Rule 10b5-1 share repurchase plans, and also may be made from time to time or in one or more larger blocks. All shares that were repurchased under our share repurchase programs have been retired.

Contractual Obligations

Long-term income taxes payable includes the liability for uncertain tax positions, including interest and penalties, and the noncurrent portion of the one-time transition tax on unremitted foreign earnings under the Act. As of July 3, 2020, our liability for uncertain tax positions was $42.4 million, of which we do not anticipate making any payments in the next 12 months. We are unable to reliably estimate the timing of the remainder of future payments related to uncertain tax positions; we believe that existing cash and cash equivalents, cash to be generated from operations, and current or future credit facilities will be sufficient to satisfy any payment obligations that may arise related to our liability for uncertain tax positions. We have elected to pay the one-time transition tax over a period of eight years as follows: 8% per year for each of the first five years and 15%, 20%, and 25%, in years six through eight, respectively. As of July 3, 2020, the noncurrent portion of the one-time transition tax on unremitted foreign earnings was $122.4 million.

See Note 8, "Commitments and Contingencies," of the Notes to the Condensed Consolidated Financial Statements for further information about contractual obligations regarding lease arrangements.

Except for the item discussed above, there has been no significant change to the other contractual obligations we reported in our 2019 Annual Report.

Contingencies

Environmental Remediation Liabilities

For a discussion of environmental remediation liabilities, see Note 8, "Commitments and Contingencies," of the Notes to the Condensed Consolidated Financial Statements, which discussion is incorporated herein by reference.

Other Matters

From time to time, we are a party to or otherwise involved in legal proceedings, claims and government inspections or investigations and other legal matters both inside and outside the United States, arising in the ordinary course of our business or otherwise. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. See Note 8, "Commitments and Contingencies," of the Notes to the Condensed Consolidated Financial Statements, which discussion is incorporated herein by reference.

Off-Balance Sheet Arrangements

In conjunction with the sale of our products in the ordinary course of business, we provide standard indemnification of business partners and customers for losses suffered or incurred for property damages, death and injury and for patent, copyright or any other intellectual property infringement claims by any third parties with respect to our products. The terms of these indemnification arrangements are generally perpetual. Except for losses related to property damages, the maximum potential amount of future payments we could be required to make under these arrangements is unlimited. As of July 3, 2020, we have not incurred any significant costs to defend lawsuits or settle claims related to these indemnification arrangements. As a result, we believe the estimated fair value of these arrangements is minimal.

We have entered into indemnification agreements with our directors and officers and certain of our employees that serve as officers or directors of our foreign subsidiaries that may require us to indemnify our directors and officers and those certain employees against liabilities that may arise by reason of their status or service as directors or officers, and to advance their expenses incurred as a result of any legal proceeding against them as to which they could be indemnified.

From time to time, we are required to provide letters of credit, surety bonds and bank guarantees to support certain obligations that arise in the ordinary course of business and in some cases, in place of pledging cash collateral. There has been no significant change to the balance of these outstanding instruments from what we reported in our 2019 Annual Report.

Recent Accounting Standards or Updates Not Yet Effective

See Note 1, "Summary of Significant Accounting Policies," of the Notes to the condensed consolidated financial statements for a description of recent accounting standards, including the expected dates of adoption and the estimated effects on our consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to three primary types of market risks: credit risk and counterparty risk, foreign currency exchange rate risk and interest rate risk. Our exposures to foreign currency exchange risk and interest rate risk have not changed materially since September 27, 2019. For quantitative and qualitative disclosures about market risk, see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of our 2019 Annual Report.

Credit Risk and Counterparty Risk

We are exposed to credit loss in the event of nonperformance by counterparties on the foreign currency forward contracts used in hedging activities. These counterparties are large international and regional financial institutions and to date, no such counterparty has failed to meet its financial obligation to us under such contracts.

In the three months ended July 3, 2020, the MPTC Series B-1 and B-2 bonds (collectively "MPTC" bonds) and the APTC securities were determined to be other-than-temporarily impaired due to a decrease in trade prices of comparable bonds. We believe that it is more likely than not that we will not recover the losses before these bonds are sold. In the three months ended July 3, 2020, we recorded an $8.3 million impairment on our MPTC bonds and a $0.9 million impairment on our APTC securities.

We are also exposed to credit loss in the event of default by counterparties of our financing receivables and our loans to Proton Solutions customers. Primarily as a result of the COVID-19 pandemic, during March and April 2020, CPTC suffered material negative impacts to its operating plan, including declines in current and projected patient volume and delays in partnership with a significant clinical partner. Therefore, we concluded it was no longer probable that we will collect the amounts owed under the Term Loan and Revolving Loan (collectively "CPTC Loans") when due and recorded a $40.5 million impairment charge in the second quarter of fiscal year 2020.

As of July 3, 2020, we had $11.8 million in carrying value of loans outstanding to CPTC, and $112.3 million in carrying value of notes receivable, including accrued interest to Proton Solutions customers, available-for-sale securities, and short-term senior

secured debt. See Note 14, "Proton Solutions Loans and Investments," of the Notes to the Condensed Consolidated Financial Statements for further information.

In addition, cash and cash equivalents held with financial institutions may exceed the Federal Deposit Insurance Corporation insurance limits or similar limits in foreign jurisdictions. We also may need to rely on our credit facilities as described below under “Interest Rate Risk.” Our access to our cash and cash equivalents or ability to borrow could be reduced if one or more financial institutions with which we have deposits or from which we borrow should fail or otherwise be adversely impacted by conditions in the financial or credit markets. Conditions such as those we experienced as a result of the last economic downturn and accompanying contraction in the credit markets heighten these risks. Concerns over economic instability could make it more difficult for us to collect outstanding receivables and could adversely impact our liquidity.

Item 4. Controls and Procedures

(a)Disclosure controls and procedures. Based on the evaluation of our disclosure controls and procedures (as defined in the Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) required by Exchange Act Rules 13a-15(b) or 15d-15(b), as applicable, our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b)Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting that occurred during the third quarter of fiscal year 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

We are subject to various legal proceedings and claims that are discussed in Note 8, "Commitments and Contingencies," to the Condensed Consolidated Financial Statements, which discussion is incorporated by reference into this item.

Item 1A. Risk Factors

There were no material changes during the period covered in this report to the risk factors previously disclosed in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended September 27, 2019, except as follows:

Risks Relating to Our Business

Our business and results of operations have been adversely affected, and our business, results of operations, cash flow and financial condition may in the future be materially adversely affected by the COVID-19 pandemic and any associated economic disruptions.

We are subject to risks associated with public health threats and epidemics, including the global COVID-19 pandemic. The COVID-19 pandemic has adversely impacted nearly all aspects of our business and markets globally, including our workforce and operations and the operations of our customers, suppliers, distributors and business partners, and has created significant volatility, uncertainty and economic disruption to healthcare activity globally. While we are unable to predict the extent to which the COVID-19 pandemic may have a material adverse effect on our business, results of operations, cash flow and financial condition, we may experience a broad range of operational and financial impacts, including:


•			Increased fluctuations in our operating results, including quarterly gross orders, revenues, margins, and cash flows and resulting volatility in our stock price;

•			Significant volatility or reductions in demand for our products or services, or delays in the timing of orders;

•			Impacts to the normal operations of our customers which may impact our ability to market, sell, deliver, install and service our products and systems, and increase customer payment, credit and insolvency risk;

•			Limitations on our business operations resulting from shelter-in-place orders and other travel restrictions implemented to contain the pandemic and the timing of relaxation of such containment measures across geographies;

•			Increased risks related to the health and safety of our employees and associated employment-related disputes and retention issues;

•			Disruptions to our manufacturing operations and distribution and supply chains;

•			Distraction of management time and attention;

•			Potential disproportionate adverse impacts, including political, social and economic impacts, in the emerging markets in which we operate, which could increase security risks for our personnel and harm our business and operating results in such markets;

•			Increased volatility of foreign currency exchange rates, which may impact demand for our products and services;

•			Increased risk of cybersecurity attacks and security breaches by bad actors seeking to exploit the crisis;

•			Delays to acquisition plans, increased risks to the operations and financial condition of newly acquired businesses, and increased costs or delays to integration of newly acquired businesses;

•			The impact of any reprioritization of capital allocations on our ability to achieve our strategic objectives over the medium and long-term;

•			Write downs or impairments to our loans to proton centers, investments in third parties, goodwill or intangible assets from recently acquired businesses, accounts receivable, or other assets;

•			Potential liquidity constraints and credit impacts;

•			Delays in obtaining regulatory clearances and approvals to market our products or delays to clinical trial activity;

•			Local or global recessions caused by the COVID-19 pandemic, which may result in hospitals reducing or curtailing capital or overall spending.

The extent to which the COVID-19 global pandemic and measures taken in response to it will impact our business, results of operations and cash flows and financial condition will depend on future developments, which are highly uncertain and are difficult to predict; these developments include, but are not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or address its impact, U.S. and foreign government actions to respond to the reduction in global economic activity, and how quickly and to what extent normal economic and operating conditions can resume.

We refer you to “Management’s Discussion and Analysis of Financial Position and Results of Operations” for a more detailed discussions of the potential impact of the COVID-19 pandemic and associated economic disruptions, and the actual operational and financial impacts that we have experienced to date.

Tariffs or cross-border trade restrictions could increase the cost of our products.

On July 6, 2018, the Trump Administration imposed 25% tariffs on a variety of imports from China, including Varian’s radiotherapy systems manufactured in China and certain components imported into the U.S. for our manufacturing and service activities. The Administration subsequently imposed tariffs on two additional lists of products from China; the first of these additional lists involves 25% tariffs and the second list imposes 10% tariffs increasing to 25% on March 2, 2019. We expect our imports into the U.S. to be impacted less by these two additional tariff lists than by the initial tariff list.

China responded to the multiple U.S. tariff lists by announcing several lists of products from the U.S. that are subject to additional tariffs upon import to China. The first round of Chinese retaliatory tariffs went into effect on July 6, 2018. Our products are not impacted by these tariffs. Our exports of U.S. manufactured radiotherapy systems to China are impacted by the second Chinese list, implemented on August 23, 2018, which is subject to a 25% tariff. A third group of items, including certain of our manufacturing inputs and services, is subject to 5 to 10% tariffs, which went into effect on September 24, 2018. In September 2019, the Chinese government granted a tariff exclusion for medical linear accelerators, including our radiotherapy systems, valid through September 16, 2020. Any tariffs imposed by the United States and China that include Varian technology could increase the cost of our products and adversely impact the competitiveness of our products and/or our operational results in the future.

We continue to participate in the Office of the U.S. Trade Representative (“USTR”) process to consider and extend product-specific exclusions from these tariffs. On December 21, 2018, USTR announced its approval of our request to exclude certain radiotherapy systems manufactured in China, and this decision has been extended through December 28, 2020. This exclusion means that the Company’s imports of radiotherapy systems from China into the U.S. are not subject to the China tariffs through December 28, 2020. An additional component exclusion extension, for multi-leaf collimators, has been granted through December 31, 2020 and two additional renewal applications for components are pending, one of which received objections. While Varian has been successful in the majority of our requests to continue to exclude radiotherapy systems and certain components from the U.S./China tariffs, there can be no assurance of continued success with the pending requests or that existing renewals will extend into 2021.

The United Kingdom's exit from the European Union may negatively impact our operations.

The United Kingdom's ("U.K") exit from the European Union on January 31, 2020, commonly referred to as Brexit, has caused, and may continue to cause, uncertainty in the global markets. Political and regulatory responses to the withdrawal are still developing, and we are in the process of assessing the impact that the withdrawal may have on our business as more information becomes available. While we have not experienced any material financial impact from Brexit on our U.K. business to date, sales into the U.K. represented approximately 3% of our total revenues in fiscal year 2019, and we cannot predict the future implications of Brexit. Any impact from Brexit on our business and operations over the long term will depend, in part, on the outcome of tariff, tax treaties, trade, regulatory, and other negotiations the U.K. conducts.

Economic, political and other risks associated with international sales and operations could adversely affect our sales or make them less predictable.

Revenues outside of the United States accounted for approximately 57%, 55%, and 53% of our total revenues during fiscal years 2019, 2018 and 2017, respectively. Correspondingly, we must provide significant service and support globally. We intend to continue to expand our presence in international markets and expect to expend significant resources in doing so. We cannot assure you that we will be able to recover these investments in international markets.

Our results of operation could be adversely affected by a variety of factors, including, among other things:

•lower sales prices and gross margins usually associated with sales of our products and services in international regions, and in emerging markets in particular;

•the longer payment cycles associated with many foreign customers;

•the typically longer periods from placement of orders to revenue recognition in certain international and emerging markets;

•currency fluctuations;

•difficulties in interpreting or enforcing agreements and collecting receivables through the legal systems of many foreign countries;

•unstable regional political and economic conditions, or strained or worsening relations between the United States and China or other countries;

•changes in the political, regulatory, safety or economic conditions in a country or region, including as a result of the pending United Kingdom (the “U.K.”) exit from the European Union (“E.U.”) (“Brexit”);

•the imposition by governments, including the United States, of additional taxes, tariffs, global economic sanctions programs or other restrictions on foreign trade, and our ability to obtain or renew exemptions from tariffs;

•any inability to obtain required export or import licenses or approvals;

•any inability to comply with export or import laws and requirements or any violation of sanctions regulations, which may result in enforcement actions, civil or criminal penalties and restrictions on exportation;

•any increase in the cost of trade compliance functions to comply with changes to regulatory requirements;

•failure to obtain proper business licenses or other documentation, or to otherwise comply with local laws and requirements to conduct business in a foreign jurisdiction; and

•the possibility that it may be more difficult to protect our intellectual property in foreign countries.

Any violation of federal, state or foreign laws governing our business practices may result in substantial penalties. Investigation into our business practices could cause adverse publicity and harm our business.

Anti-corruption laws and regulations. We are subject to the United States Foreign Corrupt Practices Act and anti-corruption laws, and similar laws in foreign countries, such as the U.K. Bribery Act of 2010, and the Law “On the Fundamentals of Health Protection in the Russian Federation.” Any violation of these laws by us or our partners, agents or distributors could create a substantial liability for us, subject our officers and directors to personal liability and also cause a loss of reputation in the market. Transparency International’s 2016 Corruption Perceptions Index found that approximately sixty-nine percent of the countries in the index, including many that we consider to be high growth areas for our products, such as China, India, Russia and Brazil, scored below 50, on a scale from 100 (very clean) to 0 (highly corrupt). We currently operate in many countries where the public sector is perceived as being more or highly corrupt. Our strategic business plans include expanding our business in regions and countries that are rated as higher risk for corruption activity by Transparency International. Moreover, our recent acquisitions of CTSI and Alicon have significantly increased our operations in India and China, respectively. Increased business in higher risk countries could subject us and our officers and directors to increased scrutiny and increased liability.

In addition, we have conducted and have been subject to, and in the future expect to conduct or be subject to, internal investigations or audits or investigations by one or more domestic or foreign government agencies. Any such investigation or proceeding results in costs and management distraction, which could adversely affect our business and financial results. An adverse outcome under any such proceeding, investigation or audit could subject us to fines, or criminal or other penalties as well as reputational harm, which could adversely affect our business and financial results.

Competition laws. We are subject to competition laws in the regions where we do business. Regulatory authorities under whose laws we operate may have enforcement powers that can subject us to sanctions and can impose changes or conditions in the way we conduct our business. In addition, an increasing number of jurisdictions provide private rights of action for competitors or consumers to seek damages asserting claims of anti-competitive conduct. Increased government scrutiny of our actions or enforcement or private rights of action could adversely affect our business or damage our reputation. In addition, we have conducted, and in the future expect to conduct, internal investigations or face audits or investigations by one or more domestic or foreign government agencies, which could be costly and time-consuming, and could divert our management and key personnel from our business operations. An adverse outcome under any such investigation or audit could subject us to fines or criminal or other penalties, which could adversely affect our business and financial results.

We operate in a highly regulated industry, and we face significant costs in complying with laws and regulations. Failure or delays in obtaining regulatory approvals or complying with laws and regulations could delay or prevent product distribution, the introduction of new products or services and result in significant fines and penalties.

We operate in a highly regulated industry and our products and services are subject to numerous U.S. and foreign laws and regulations, as discussed in “Part 1, Item 1. Business - Government Regulation.” Our products, services and operations are subject to regulation by the FDA, the state of California and other U.S. states, the Nuclear Regulatory Commission ("NRC”) and regulatory bodies in the countries and regions in which we market our products and services. For example, we must comply with FDA medical device clearance and reporting regulations, and similar laws in numerous foreign countries, including the European Union (“EU”), the European Economic Area (“EEA”), Switzerland, China, Japan and Canada; and we must comply with NRC clearance, approval and licensing requirements and other federal, state and foreign laws that regulate the use of radioactive materials. We are also subject to laws and regulations in India and Sri Lanka in relation to the operation of healthcare establishments. Compliance with these regulations can be costly, time consuming and burdensome, may negatively impact our ability to market our products and services or result in significant delays or even prevent the marketing and full commercialization of future products or services. Moreover, failure to obtain regulatory approvals or renewals in a timely manner could subject us to fines and penalties.

As a participant in the healthcare industry, we are also subject to federal, state and foreign laws and regulations pertaining to fraud and abuse, physician payment transparency, false claims and misleading advertisements. These laws and regulations and their enforcement are constantly undergoing change, and we cannot predict what effect, if any, changes to these laws and

regulations may have on our business or the businesses of our customers. Non-compliance with “anti-kickback”, “false claims” and transparency laws and regulations can result in substantial civil and criminal penalties and potential mandatory or discretionary exclusion from healthcare programs.

We are also subject to laws and regulations related to the collection, processing, storage, transfer and use of personal data, including under the EU General Data Protection Regulation ("GDPR") and data protection legislation in other foreign jurisdictions and the California Consumer Privacy Act of 2018 (“CCPA”) and similar laws in the United States, at both the federal and state level. The compliance and other burdens imposed by the GDPR, CCPA and similar privacy laws and regulations may limit the use and adoption of our services, reduce overall demand for our services, require us to modify our data handling practices, slow the pace at which we close sales transactions and impose additional costs and burdens. In particular, the collection, storage, transfer and use of patient information and data obtained through our AOI business operations is highly regulated by applicable law. In addition, non-compliance could result in proceedings against us by governmental entities or others and/or significant fines, could negatively impact our reputation, and may otherwise adversely impact our business, financial condition and operating results. Further, in July 2020, the Court of Justice of the European Union released a decision in the Schrems II case (Data Protection Commission v. Facebook Ireland, Schrems), declaring the EU-US Privacy Shield invalid and calling into question data transfers carried out under the European Commission’s Standard Contractual Clauses. As a result of the decision, we may face additional scrutiny from EU regulators in relation to the transfer of personal data from the EU to the US. Noncompliance with the GDPR can trigger fines of up to the greater of €20 million or 4% of global annual revenues.

As we enter new businesses or pursue new business opportunities that require clinical trials, we may seek to conduct clinical studies or trials in the United States or other countries on products that have not yet been cleared or approved for a particular indication. Additional regulations govern the approval, initiation, conduct, monitoring, documentation and reporting of clinical studies to regulatory agencies in the countries or regions in which they are conducted. Failure to comply with all regulations governing such studies could subject us to significant enforcement actions and sanctions, including halting of the study, seizure of investigational devices or data, sanctions against investigators, civil or criminal penalties, and other actions. In addition, without the data from one or more clinical studies, it may not be possible for us to secure the data necessary to support certain regulatory submissions, to secure reimbursement or demonstrate other requirements. We cannot assure you that access to clinical investigators, sites and subjects, documentation and data will be available on the terms and timeframes necessary.

Any failure or delay in complying with one or more of the regulatory requirements we face could result in reduced sales, increased costs, delays to new product introductions, enhancements or our strategic plans, or harm to our reputation or competitiveness, all of which could have a material adverse effect on our business and financial results.

Risks Relating to Proposed Acquisition by Siemens Healthineers

The Merger is subject to receipt of approval from our stockholders as well as the satisfaction of other closing conditions in the Merger Agreement.

The Merger Agreement contains a number of customary conditions to complete the Merger, including, (i) the adoption of the Merger Agreement by the affirmative vote of the holders of at least a majority of the outstanding shares of VMS common stock entitled to vote, (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the receipt of specified regulatory approvals, (iv) the receipt of the approval of the Committee on Foreign Investment in the United States, (v) the absence of any newly enacted law, injunction or order prohibiting the Merger, (vi) the accuracy of the representations and warranties contained in the Merger Agreement (generally subject to a material adverse effect qualification), (vii) compliance in all material respects with the covenants and agreements in the Merger Agreement and (viii) absence of a Company Material Adverse Effect (as defined in the Merger Agreement) on the Company since the date of the Merger Agreement that is continuing. We can provide no assurance that all required approvals will be obtained or that all closing conditions will be satisfied, and, if all required approvals are obtained and the closing conditions are satisfied, we can provide no assurance as to the terms, conditions and timing of such approvals or the timing of the completion of the Merger. Any delay in completing the Merger could cause us not to realize some or all of the benefits that we expect to achieve if the Merger is successfully completed within its expected timeframe.

Failure to complete the Merger could materially adversely affect our business operations, financial results and stock price.

If the Merger is not completed, including as a result of our stockholders failing to adopt the Merger Agreement, our stockholders will not receive any payment for their shares in connection with the Merger. Instead, the Company will remain an independent public company, and the shares will continue to be traded on the New York Stock Exchange. Our ongoing business may be materially adversely affected and we would be subject to a number of risks, including the following:

•we may experience negative reactions from the financial markets, including negative impacts on our stock price, and it is uncertain when, if ever, the price of the shares would return to the prices at which the shares currently trade;

•we may experience negative publicity, which could have an adverse effect on our ongoing operations including, but not limited to, retaining and attracting employees, customers, suppliers and distributors;

•we will still be required to pay certain significant costs relating to the Merger, such as legal, accounting, financial advisor, printing and other professional services fees, which may relate to activities that we would not have undertaken other than to complete the Merger;

•we may be required to pay a cash termination fee as required under the Merger Agreement;

•the Merger Agreement places certain restrictions on the conduct of our business, which may have delayed or prevented us from undertaking business opportunities that, absent the Merger Agreement, we may have pursued;

•matters relating to the Merger require substantial commitments of time and resources by our management, which could result in the distraction of management from ongoing business operations and refraining from pursuing other opportunities that could have been beneficial to us; and we may incur additional costs in connection with the defense or settlement of any stockholder litigation in connection with the Merger, which may adversely affect our ability to complete the Merger.

If the Merger is not consummated, the risks described above may materialize and they may have a material adverse effect on our business operations, financial results and stock price, especially to the extent that the current market price of our common stock reflects an assumption that the Merger will be completed.

We will be subject to various uncertainties while the Merger is pending that may cause disruption and may make it more difficult to maintain relationships with employees, customers, suppliers and distributors.

Uncertainty about the effect of the Merger on employees, customers, suppliers and distributors may have an adverse effect on us. These uncertainties may impair our ability to attract, retain and motivate key personnel until the Merger is completed, and could cause customers, suppliers, distributors and others that deal with us to attempt to change existing business relationships with us. Retention and motivation of certain employees may be challenging while the Merger is pending, as certain employees may experience uncertainty about their future roles. If key employees depart, our business could be harmed. In addition, there could be distractions to or disruptions for our employees and management associated with obtaining the required approvals to close the Merger. Our customers, suppliers and distributors may experience uncertainty with the Merger, including with respect to current or future business relationships following the Merger. Our business relationships may be subject to disruption as customers, suppliers, distributors and others may attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than with us. These disruptions could have an adverse effect on our business operations and financial results. The risks, and adverse effects, of such disruptions could be exacerbated by a delay in completion of the Merger or termination of the Merger Agreement.

We are subject to certain restrictions in the Merger Agreement that may hinder operations pending the consummation of the Merger.

Whether or not the Merger is completed, the pending Merger may disrupt our current plans and operations, which could have an adverse effect on our business operations and financial results. The Merger Agreement generally requires us to use commercially reasonable efforts to operate our business in all material respects in the ordinary course pending completion of the Merger and not to engage in specified types of actions during this period, in each case subject to certain exceptions. These restrictions could be in place for an extended period of time if the consummation of the Merger is delayed, which may delay or prevent us from undertaking business opportunities that, absent the Merger Agreement, we might have pursued, or effectively respond to competitive pressures or industry developments. For these and other reasons, the pendency of the Merger could adversely affect our business operations and financial results.

If the Merger Agreement is terminated, we may, under certain circumstances, be obligated to pay a termination fee to Siemens Healthineers. These costs could require us to use cash that would have otherwise been available for other uses.

If the Merger is not completed, in certain circumstances, we could be required to pay a termination fee of $450 million to Siemens Healthineers. If the Merger Agreement is terminated, the termination fee we may be required to pay, if any, under the Merger Agreement may require us to use available cash that would have otherwise been available for general corporate purposes or other uses. The payment of a termination fee may also have an adverse impact on our financial condition and could affect the structure, pricing and terms proposed by a third party seeking to acquire or merge with us or deter such third party from making a competing acquisition proposal. Further, a failed transaction may result in negative publicity and a negative impression of us in the investment community. For these and other reasons, termination of the Merger Agreement could

materially adversely affect our business operations and financial results, which in turn would materially and adversely affect the price of our common stock.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)Not applicable

(b)Not applicable

(c)We did not repurchase shares of common stock during the third quarter of fiscal year 2020. At the beginning of our third quarter of fiscal year 2020, as a precautionary measure due to the COVID-19 pandemic, we have paused our share repurchase program. In November 2016, the VMS Board of Directors authorized the repurchase of an additional 8.0 million shares of VMS common stock commencing on January 1, 2017. Share repurchases may be made in the open market, in privately negotiated transactions (including accelerated share repurchase programs), or under Rule 10b5-1 share repurchase plans, and also may be made from time to time or in one or more larger blocks. All shares that were repurchased under the Company's share repurchase programs have been retired. As of July 3, 2020, approximately 1.6 million shares of VMS common stock remained available for repurchase under the November 2016 authorization. Our share repurchases do not include shares of VMS common stock that were withheld by VMS in satisfaction of tax withholding obligations upon the vesting of restricted stock units granted under our employee stock plans.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The exhibits listed below are filed or incorporated by reference as part of this Form 10-Q:


Exhibit No.						Description


10.1*						Executive Separation Agreement by and between Registrant and John Kuo dated April 22, 2020 .

31.1*						Chief Executive Officer Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act.

31.2*						Chief Financial Officer Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act.

32.1**						Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**						Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101*						The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended July 3, 2020: (i) Condensed Consolidated Statements of Earnings, (ii) Condensed Consolidated Statements of Comprehensive Earnings, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statements of Equity, and (vi) Notes to the Consolidated Financial Statements, tagged as blocks of text and including detailed tags.










104*						The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended July 3, 2020, formatted in Inline XBRL


*						Filed herewith
**						Furnished, not filed

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

VARIAN MEDICAL SYSTEMS, INC.

(Registrant)

Dated:

August 11, 2020

By:

/s/ J. MICHAEL BRUFF

J. Michael Bruff

Senior Vice President, Finance and

Chief Financial Officer

(Duly Authorized Officer and

Principal Financial Officer)

Exhibit 10.1

April 22, 2020

E-mail Delivery

John Kuo

Re: Separation Agreement

Dear John:

As we discussed, your employment with Varian Medical Systems, Inc. (“Varian”) will end on May 22, 2020 (“Separation Date”). This letter, if you accept it by signing and returning it to Varian, will constitute the terms of your agreement with Varian on the matters discussed therein (the "Agreement"). Under no circumstances should you sign, date and return this Agreement before your Separation Date. Please read this letter carefully.

1.Transition Period. For transition purposes, you and Varian have agreed that you will work until your Separation Date to transition your responsibilities. Regardless of whether you sign this Agreement, you will be paid your current rate of salary, less applicable state and federal withholding until your Separation Date. You will receive your final paycheck with all salary and wages due, including any other applicable amounts owed such as accrued and unused vacation time in accordance with applicable law.

2.Retirement Benefits; Equity and Bonus. Regardless of whether you sign this Agreement:

a. You will remain eligible to earn a pro-rated fiscal year 2020 (“FY20”) bonus, based on (i) the number of days you are employed during the FY20 performance period and (ii) the achievement of FY20 company and individual performance, which will be paid in December 2020 if earned.

b. All or a portion of each of your unvested equity awards will continue to vest following your Separation Date subject to the terms and conditions of the applicable award agreements, including, but not limited to, the satisfaction of the applicable performance goals in the case of your performance stock unit awards.

c. You will not receive a February 2020 equity grant.

3.Separation Benefits. In consideration for your signing and accepting the terms of this

Agreement, you will receive a lump sum payment that includes the following consideration:

a. $491,356 representing 50 weeks of severance pay, at your current rate of salary, less applicable state and federal withholding amounts.

b. $19,423 representing the equivalent of the cost of 12 months COBRA coverage less applicable state and federal withholding amounts. You must enroll in COBRA coverage yourself; Varian will not enroll for you. More COBRA information will be provided under separate cover. For the avoidance of doubt, you are not required to use this amount for COBRA coverage.

c. An additional $68,493 cash payment, less applicable state and federal withholding amounts.

d. You will also be eligible for executive outplacement services for 6 months, paid directly by the Company to the outplacement provider.

The lump sum payment will be paid to you in 2020 no later than the second payroll date following the “Effective Date” of this Agreement, as described below. You agree that the foregoing terms shall constitute the entire amount of monetary consideration provided to you under this Agreement, and that you will not seek any further compensation for any other

John Kuo

April 22, 2020

Page 2

claimed damage, costs or attorneys’ fees in connection with the matters encompassed in this Agreement. You further agree that this Agreement, all of its terms, and all of the obligations of Varian contained herein are expressly contingent upon the condition that you do not exercise your right of revocation, as described in subparagraph (f) of the “Acknowledgment of Waiver of Claims Under the Age Discrimination in Employment Act” paragraph below.

4.Acknowledgement of Payment of Wages. In accordance with applicable state law, you will have received your final paycheck which will include a final payment for all wages through your Separation Date. You acknowledge and represent that, other than the consideration set forth in this Agreement, Varian has paid or provided all salary, wages, bonuses, accrued paid personal leave, premiums, leaves, housing allowances, relocation costs, interest, severance, outplacement costs, fees, reimbursable expenses, commissions, stock, stock options, vesting, and any and all other benefits and compensation due to you, with the exception of payments to which you may have been entitled under written bonus or compensation plans that have future payout dates and reasonable business expenses that you will submit to Varian, or unless otherwise covered by prior agreement. Such requests for reimbursement must be made within thirty (30) days from your Separation Date.

5.General Release of Claims. In exchange for the benefits described above, you agree not to sue, or otherwise file any claim against, and fully and unconditionally waive, release and discharge, to the maximum extent permitted by law, Varian and its predecessors, subsidiaries, related entities, officers, directors, shareholders, agents, attorneys, employees, successors or assigns (“the Releasees”) from any and all claims, of any kind whatsoever, whether known or unknown, which you now have or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever, including, without limitation, any and all claims relating to or arising out of your employment relationship with Varian, and the termination of that relationship; any and all claims relating to, or arising from, your right to purchase, or actual purchase of shares of stock of Varian, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law; any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits; any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967 (ADEA); the Older Workers Benefit Protection Act (OWBPA); the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Immigration Control and Reform Act; any and all claims for violation of the federal or any state constitution or other applicable state laws; any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by you as a result of this Agreement; and any and all claims for attorneys’ fees and costs.

You enter this Agreement on your own behalf and on behalf of your heirs, beneficiaries, successors, representatives, trustees, administrators and assigns. You represent that you have made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this General Release of Claims section. You agree that the release set forth in this section shall be and will remain in effect in all respects a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement.

Nothing in this Agreement is intended to waive claims (i) for unemployment or workers’ compensation benefits, (ii) for vested rights under ERISA-covered employee benefit plans as applicable on the date you sign this Agreement, (iii) that may arise after you sign this Agreement, (iv) for reimbursement of expenses under the Company’s expense reimbursement policies and California Labor Code section 2802, (v) for rights, if any to indemnification under any indemnification agreement between you and Varian or under Varian’s certificate of incorporation or bylaws, including coverage under applicable Varian insurance policies such as director & officer insurance and comprehensive liability insurance that may apply to you, each as amended or (vi) which cannot be released by private agreement. In addition, nothing in this Agreement including but not limited to the release of claims, confidential information, confidentiality, and non-disparagement provisions, (i) waives your right to testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of the Company, or on the part of the agents or employees of the Company, when you have been required or requested to attend such a proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature, (ii) limits or affects your right to challenge the validity of this Agreement

John Kuo

April 22, 2020

Page 3

under the Age Discrimination in Employment Act of 1967 ("ADEA”) or the Older Workers Benefit Protection Act of 1990 (“OWBPA”), (iii) prevents you from communicating with, filing a charge or complaint with or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission, National Labor Relations Board, the Securities and Exchange Commission, or any other any federal, state or local agency charged with the enforcement of any laws (each, a “Government Agency”), including providing documents or any other information to any such Government Agency, (iv) limits or affects your right to receive monetary rewards for providing information to any Government Agency under applicable whistleblower provisions, or (v) limits you from exercising rights under Section 7 of the NLRA to engage in protected, concerted activity with other employees. Although, by signing this Agreement, you are waiving rights to individual relief (including backpay, frontpay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by you or on your behalf by any third party, except for any right you may have to receive a payment or award from a government agency (and not the Company) for information provided to the government agency or otherwise where prohibited.

6.Release of Unknown Claims. You acknowledge that you are familiar with the provisions of California Code Civil Section 1542, or comparable applicable state statute, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Being aware of the above code section, you hereby expressly waive any rights you may have thereunder, as well as under any other statutes or common law principles of similar effect.

7.Acknowledgment of Waiver of Claims Under the Age Discrimination in Employment Act. In accordance with the Older Workers Benefit Protection Act, you should be aware of the following:

a.You have the right to consult with an attorney, and are hereby advised in writing, to consult with an attorney of your choice prior to signing this Agreement;

b.You confirm that you have carefully read and fully understand all of the provisions of this Agreement and knowingly and voluntarily agree to all of the terms set forth herein;

c.You are, through this Agreement, waiving and releasing any rights you may have under the ADEA, and that this waiver and release is knowing and voluntary.

d.You understand that rights or claims under the ADEA that may arise after the date this Agreement is signed, are not waived.

e.You have the opportunity of a full twenty-one (21) days from the date of this Agreement, or the date you were presented with this Agreement, whichever is later, to consider this Agreement before signing it, and if you have not availed yourself of that full time period, you have failed to do so knowingly and voluntarily; and

f.Revocation. After you accept this Agreement by signing it and returning it to Varian, you have seven (7) days to revoke this Agreement. If you choose to revoke the Agreement, you must notify Varian of your decision to do so in writing and deliver your written notice to Terilyn Monroe, Senior Vice President, Chief People Officer. You may deliver your revocation notice by email to Terilyn Monroe, by overnight delivery or registered mail, or by any other reasonable method of delivery for receipt within seven (7) days of acceptance. If your revocation is received within seven (7) days of acceptance, this Agreement will not be effective, and you will not receive any Severance Benefits.

8.Effective Date. If you do not revoke the Agreement in the manner described above, the Agreement becomes effective on the eighth (8th) day (“Effective Date”) after you returned the signed letter to Varian.

John Kuo

April 22, 2020

Page 4

9.Confidential/Proprietary Information. You agree to comply with the terms contained in any agreement you entered into with Varian, including the Proprietary Information and Inventions Agreement, that continue to apply after your employment by Varian ends, including, but not limited to, Varian’s practices, policies, procedures, business and manufacturing processes, trade secrets, patents, products, Research and Development efforts, customer lists, price lists, marketing and sales plans, company financials, employees, vendors and suppliers, other nonpublic information concerning Varian’s business affairs and information that is confidential, proprietary or related to patient health which you obtained during the course of your employment with Varian.

In accordance, you also confirm that you have returned to Varian all Varian property in your possession, except your iPhone and iPad.

You further agree that, at all times, the terms and contents of this Agreement, and the contents of any negotiations and discussions resulting in this Agreement, shall be maintained as confidential by you, your spouse/domestic partner, your attorney or your accountant, and shall not be disclosed except to the extent required by law or as otherwise agreed to in writing by the Company.

Nothing in this Agreement prohibits you from reporting an event that you reasonably and in good faith believe is a violation of law to the relevant law-enforcement agency (such as the SEC, EEOC, or DOL), from testifying truthfully under oath in any court, arbitration or administrative agency proceeding, from providing truthful information in the course of a government investigation or from cooperating in an investigation conducted by such a government agency. This may include disclosure of trade secret or confidential information within the limitations permitted by the 2016 Defend Trade Secrets Act (DTSA). You are hereby provided notice that under the DTSA, (1) no individual will be held criminally or civilly liable under federal or state trade secret law for the disclosure of a trade secret (as defined in the Economic Espionage Act) that (A) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or, (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and, (2) an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order.

10.Breach. In the event that you breach any of your obligations under this Agreement or as otherwise imposed by law, Varian will be entitled to obtain all relief provided by law or equity. You agree that no promise, inducement or other agreement not expressly contained in this Agreement or referred to in this Agreement has been made conferring any benefit upon you, and that this Agreement, with the sole exception of the agreements referenced in the paragraph titled “Confidential/Proprietary” above, contains the entire agreement between you and Varian with respect to its subject matter, including but not limited to the termination of your employment. You expressly agree that you are not relying on any representations that are not contained in this Agreement.

11.Cooperation with Varian. You agree to cooperate fully with Varian in its defense or prosecution of or other participation in any administrative, judicial or other proceeding arising from any charge, complaint, action for protection of intellectual property, or other action which has been or may be filed.

12.Non-disparagement. You agree not to make statements to clients, customers and suppliers of the Releasees or to other members of the public that are in any way disparaging or negative towards Varian or its products and services. This provision does not limit your ability to truthfully participate in any agency, association, board, court or regulatory body investigation or proceeding or to provide truthful information if legally required or compelled by subpoena or applicable law.

13.Non-Solicitation of Varian Employees. While employed Varian and for a period of one (1) year after the Separation Date, you will not, directly or through others, solicit any employee or contractor of Varian or any of its subsidiaries to work for you or any third party other than Varian or engage in any activity that would cause any employee or contractor to violate any agreement with Varian or any of its subsidiaries. General advertisements/postings of open positions (which shall not include those made on your personal social media accounts), and engagement with persons in respect to such generally advertised/posted positions, shall not be considered solicitation under this agreement.

John Kuo

April 22, 2020

Page 5

14.Resignation from All Boards, Committees and Officer Positions. You agree to resign from all boards, committees and officer positions of Varian and its subsidiaries and related entities on which you serve, effective as of the Separation Date (or sooner date requested by Varian).

15.Severability. The provisions of this Agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.

16.Choice of Law/Venue. The parties agree that all controversies arising out of this Agreement will be governed by the law of the state of California. The prevailing party in any such action shall be entitled to recover costs and attorney’s fees.

17.Entire Agreement; Amendment. This Agreement sets forth the entire Agreement between you and Varian and supersedes any and all prior oral or written Agreements or understanding between you and Varian concerning the subject matter. This Agreement may not be altered, amended or modified, except by a further written document signed by you and Varian’s Senior Vice President, Chief People Officer.

* * *

If you choose to accept this Agreement, please sign and date it and return it to Terilyn Monroe.

We wish you all the best in your future endeavors.

Sincerely,

Terilyn J Monroe

Terilyn J. Monroe

Senior Vice President, Chief People Officer

* * *

By signing this Agreement and returning it to Varian, I acknowledge and represent that:

(1) I have read, understand and accept the terms and conditions of this Agreement between Varian and me; (2) I have had the opportunity to review the Agreement carefully with an attorney of my choice; and (3) I voluntarily agree to its terms and conditions.

Again, under no circumstances should you sign, date and return this Agreement before your Separation Date.

/s/ John W. Kuo

______________________________________

John Kuo

May 24, 2020

Date:

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a)

AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Dow R. Wilson, certify that:


1.			I have reviewed this Quarterly Report on Form 10-Q of Varian Medical Systems, Inc. (the “registrant”);


2.			Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.			Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.			The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)			Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)			Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)			Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)			Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the registrant’s internal control over financial reporting; and


5.			The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a)			All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)			Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated:	August 11, 2020	/s/	Dow R. Wilson
			Dow R. Wilson
			President
			and Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a)

AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, J. Michael Bruff, certify that:


1.			I have reviewed this Quarterly Report on Form 10-Q of Varian Medical Systems, Inc. (the “registrant”);


2.			Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.			Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.			The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)			Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)			Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)			Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)			Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the registrant’s internal control over financial reporting; and


5.			The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a)			All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)			Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated:	August 11, 2020	/s/	J. Michael Bruff
			J. Michael Bruff
			Senior Vice President and
			Chief Financial Officer

Exhibit 32.1

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Quarterly Report of Varian Medical Systems, Inc. (the “Company”), on Form 10-Q for the quarter ended July 3, 2020 (the “Report”), I, Dow R. Wilson, President and Chief Executive Officer of the Company, hereby certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 that:

(1)the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated:	August 11, 2020	/s/	Dow R. Wilson
			Dow R. Wilson
			President
			and Chief Executive Officer

Exhibit 32.2

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Quarterly Report of Varian Medical Systems, Inc. (the “Company”), on Form 10-Q for the quarter ended July 3, 2020 (the “Report”), I, J. Michael Bruff, Senior Vice President and Chief Financial Officer of the Company, hereby certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 that:

(1)the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated:	August 11, 2020	/s/	J. Michael Bruff
			J. Michael Bruff
			Senior Vice President and
			Chief Financial Officer