VAR 10-K Fiscal year ended Sept. 27, 2019

Definitive Proxy Statement for the Company’s 2020 Annual Meeting of Stockholders — Part III of this Form 10-K

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The Medicare and Medicaid “anti-kickback” laws, and similar state laws, that prohibit payments or other remuneration intended to induce hospitals, physicians or others either to refer patients, or to purchase, lease or order, or arrange for or recommend the purchase, lease or order of healthcare products or services for which payment may be made under federal and state healthcare programs, such as Medicare and Medicaid. These laws affect our sales, marketing and other promotional activities by limiting the kinds of financial arrangements we may have with hospitals, physicians or other potential purchasers of our products. They particularly impact how we structure our sales offerings, including discount practices, customer support, education and training programs, physician consulting, research grants and other service arrangements. These laws are broadly written, and it is often difficult to determine precisely how these laws will be applied to specific circumstances.

•	Federal and state “false claims” laws generally prohibit knowingly presenting, or causing to be presented, claims for payment from Medicare, Medicaid or other government payors that are false or fraudulent, or for items or services that were not provided as claimed. Although we do not submit claims directly to payors,

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•	State and federal transparency laws, including laws in Massachusetts and Vermont, and the federal Physician Payment Sunshine Act, which require, among other things, the disclosure of equity ownership and payments to physicians, healthcare providers and hospitals.

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*	Effective December 1, 2019, Gary E. Bischoping, Jr. will become President, Interventional Solutions, and J. Michael Bruff will succeed Mr. Bischoping as Senior Vice President, Finance and Chief Financial Officer. Effective December 1, 2019, Mr. Bischoping will no longer be an executive officer and J. Michael Bruff will become one.

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•	Our Oncology Systems hardware and software products often have long development and government approval cycles, are technologically complex and must demonstrate high levels of performance and functionality to remain competitive.

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Our software products compete in markets characterized by rapid technological advances, changing delivery models, evolving standards and frequent new product introductions and enhancements. We are expanding our software product lines and investing in the development of cloud and software-as-a-service (“SaaS”) solutions. The development and introduction of new software platforms and delivery models, as well as different business models, is complex and involves many technological, regulatory and legal hurdles. We cannot assure you that we can successfully develop and implement such platforms or models or that our customers will accept them.

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Our Proton Solutions products require intensive planning, design, development, testing and capital commitment. Because of the large footprint and high price of many proton therapy systems, there is increasing demand for the development of smaller, more compact proton therapy systems. Although we have introduced our ProBeam® Compact single-room proton therapy solution and our ProBeam 360 single room and multi-room systems, other companies have more experience offering smaller, less expensive proton therapy systems. Our competitiveness will depend on our ability to continue to timely develop new technologies to reduce the size and price of our system or provide additional features and functionality that our competitors do not.

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Our Interventional Solutions business offers products for interventional oncology procedures and treatments, including cryoablation, microwave ablation and embolization The success of our Interventional Oncology business will depend on general market penetration and acceptance of interventional solutions among physicians, the medical community, healthcare payors and patients, and our ability to develop and successfully market technologically competitive products and win market share from other companies in spaces where they have greater resources than we do.

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In addition to hardware and software products for oncology care, we offer treatment planning and quality assurance as a service, which allows remote delivery and support of care in understaffed locations to utilize technology on a per patient basis. Our ability to realize the full potential of these services will depend heavily on our ability to deploy them using AI-based software solutions and developing such software solutions.

•	properly identify and respond to customer needs;

•	demonstrate the value proposition of new products and services;

•	limit the time required from proof of feasibility to routine production;

•	timely and efficiently comply with internal quality assurance systems and processes;

•	limit the timing and cost of regulatory approvals;

•	accurately predict and control costs associated with inventory overruns or shortages caused by phase-in of new products and services and phase-out of old products and services;

•	price our products and services competitively and profitably;

•	manufacture, deliver and install our products in sufficient volumes on time, and accurately predict and control costs associated with manufacturing, installation, warranty and maintenance of the products; and

•	manage customer demands for new and old products and services, and optimize complementary product lines and services.

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•	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 changes in restrictions on trade between the United States and 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;

•	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

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

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•	our ability to retain key employees of the acquired businesses;

•	the performance of the acquired businesses and their technologies, products or services;

•	our ability to integrate the operations, financial and other systems of the acquired businesses;

•	the ability of the combined company to achieve synergies such as increasing sales of the combined company’s products and services, achieving expected cost savings and effectively combining technologies to develop new products and services;

•	any disruption in order fulfillment or loss of sales due to integration processes;

•	increases in our risk of litigation, as a third-party may be more likely to assert a legal claim following an acquisition because of perceived deeper pockets or perceived greater value of a claim;

•	the absence of adequate internal controls and/or the presence of fraud in the acquired businesses;

•	our ability to retain or grow the acquired company’s customers, suppliers, distributors or other partners;

•	any decrease in customer and distributor loyalty and product orders caused by dissatisfaction with the product lines and sales and marketing practices of the acquired businesses, including price increases; and

•	our assumption of known contingent liabilities, known liabilities that prove greater than anticipated, or unknown liabilities that come to light, in each case to the extent that the realization of such liabilities increases our expenses or adversely affects our business or financial position.

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•	delay in shipment due (e.g. an unanticipated construction delay at a customer location where our products are to be installed), cancellations or rescheduling by customers, extreme weather conditions, natural disasters, port strikes or other labor actions;

•	changes in our or our competitors’ pricing or discount levels;

•	imposition of tariffs on our products or components and services used in our products;

•	negative publicity about our products and services;

•	impairment of loans, notes receivables, accounts receivable;

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•	disruptions in the supply or changes in the costs of raw materials, labor, product components or transportation services;

•	disruptions in our operations, including our ability to manufacture products, caused by events such as earthquakes, fires, floods, terrorist attacks or the outbreak of epidemic diseases;

•	the unfavorable outcome of any litigation or administrative proceeding or inquiry, as well as ongoing costs associated with legal proceedings; and

•	accounting changes and adoption of new accounting pronouncements.

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(1)

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 share repurchase programs have been retired.

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(1)	Our fiscal years as reported are the 52- or 53-weeks periods ending on the Friday nearest September 30. Fiscal years 2019, 2018, 2017 and 2016 each included 52 weeks. Fiscal year 2015 included 53 weeks.

(2)

In fiscal year 2019, earnings from continuing operations before taxes includes a $22.0 million gain on the sale of our investment in Augmenix, a $50.5 million goodwill impairment charge related to our Proton Solutions business, a $20.8 million charge associated with the write-off of in-process research and development expenses related to an acquisition, and an $18.6 million charge to acquisition-related expenses due to an increase to the fair value of contingent consideration related to an acquisition. In fiscal year 2018, earnings from continuing operations before taxes includes a $29.7 million hedging loss related to the Australian dollar purchase price for Sirtex Medical Limited ("Sirtex"), $22.4 million in impairment charges mostly related to our Maryland Proton Therapy Center subordinated loan and $15.7 million of acquisition-related expenses, partially offset by $9.0 million for the Sirtex breakup fee. In fiscal year 2017, earnings from continuing operations before taxes includes $51.4 million in impairment charges related to our loans to the Scripps Proton Therapy Center and a $37.8 million allowance for doubtful accounts from the California Proton Therapy Center and another proton center.

(3)	In fiscal year 2018, taxes on earnings includes a $207.8 million tax expense related to the Tax Cuts and Jobs Act, partially offset by an $8.0 million benefit to income tax expense due to the partial release of a valuation allowance as a result of an acquisition.

(4)	For fiscal years 2015 through 2018, the financial position at year end includes Varex, which is presented as discontinued operations for all periods presented.

(5)	See Note 2, "Business Combinations," for impact from our acquisitions to total assets in fiscal year 2019. Amounts in fiscal year 2015 do not reflect the adoption of Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606), in the first quarter of fiscal year 2018.

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•	Trade and unbilled receivables increasing by $111.7 million primarily due to an increase in revenues in Oncology Systems and accrued China tariff receivables, partially offset by a decrease in receivables from Proton Solutions driven by project milestone attainment and strong collections;

•	Inventory increasing by $106.9 million primarily due to higher volumes supporting product transition and growth in Oncology Systems; and

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•	Prepaid expenses and other assets increasing by $40.4 million primarily due to an increase in prepaid expenses for a recent acquisition plus other receivables for tariff exclusions for inventory purchases imported into the United States.

•	Accounts payable increasing by $49.7 million primarily due to timing of payments; and

•	Deferred revenues increasing by $71.1 million primarily due to an increase in billing ahead of revenue recognition resulting from changes in the mix of contractual billing terms.

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Cash flows used in investing activities was $631.7 million in fiscal year 2019 compared to $174.7 million in fiscal year 2018 . During fiscal year 2019 , net cash used for investing activities primarily consisted of $576.2 million , net of cash acquired, for acquisitions, $58.0 million for purchases of property, plant and equipment, and $32.8 million for the purchase of equity investments, partially offset by $29.9 million in proceeds from the sale of an equity investment. During fiscal year 2018 , net cash used for investing activities primarily consisted of $109.0 million , net of cash acquired, for acquisitions, $47.7 million for purchases of property, plant and equipment, $17.8 million for investments in available-for-sale securities, partially offset by $15.9 million received from the sale of available-for-sale securities.

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Cash flows provided by financing activities was $279.2 million in fiscal year 2019 compared to cash flows used in financing activities of $487.0 million in fiscal year 2018 . During fiscal year 2019 , net cash provided by financing activities primarily consisted of $410.0 million in borrowings, net of debt repayments and $63.4 million in cash proceeds received from stock option exercises and employee stock purchases, partially offset by $166.7 million in cash used for the repurchase of VMS common stock. During fiscal year 2018 , cash used in financing activities primarily consisted of $350.0 million of debt repayments, net of borrowings and $181.9 million in cash used for the repurchase of VMS common stock, partially offset by $60.7 million in cash proceeds received from stock option exercises and employee stock purchases.

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(1)	Operating leases include future minimum lease payments under all our non-cancellable operating leases as of September 27, 2019 .

(2)	Purchase obligations include agreements to purchase goods or services that are enforceable, are legally binding and non-cancellable. Purchase obligations do not include agreements that are cancellable without penalty.

(3)	Includes the fair value of our current and non-current portions of contingent consideration. While it is not certain if and/or when payments will be made, the maturity dates included in this table reflect our best estimate. See Note 2, "Business Combinations," for more information.

(4)

As further described in Note 10, "Retirement Plans," of the Notes to the Consolidated Financial Statements, our post-retirement benefit plan is not presented in the table above as it is not material. As of September 27, 2019 , the remaining defined benefit pension plans were underfunded by $29.6 million . Due to the impact of future plan asset performance, changes in interest rates and other economic and demographic assumptions, and the potential for changes in legislation in other foreign jurisdictions, we are not able to reasonably estimate the timing and amount of contributions necessary to fund our defined benefit pension plans beyond the next fiscal year.

(5)	The following items are not included in the table above:

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Long-term income taxes payable, which include the liability for uncertain tax positions, including interest and penalties, and other long-term tax liabilities. As of September 27, 2019 , our total liability for uncertain tax positions was $45.0 million , of which we do not anticipate a payment 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. The Act allows taxpayers to elect to pay the one-time transition tax over a period of 8 years as follows: 8% per year for each of the first five years and 15%, 20%, and 25%, in years 6 through 8, respectively. As of September 27, 2019 , the noncurrent portion of the one-time transition tax on unremitted foreign earnings was

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As of September 27, 2019 , we had accrued $4.8 million for environmental remediation liabilities. The amount accrued represents estimates of anticipated future costs and the timing and amount of actual future environmental remediation costs may vary as the scope of our obligations becomes more clearly defined. See Note 9, "Commitments and Contingencies," of the Notes to the Consolidated Financial Statements or more information.

•	As of September 27, 2019 , our outstanding loan commitment to CPTC was $1.9 million for the short-term revolving loan. See Note 15, "Proton Solutions Loans and Investment," of the Notes to the Consolidated Financial Statements for further information.

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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 leverage its strengths, technology, innovation and clinical experience. 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.

As a result of the Company's acquisition of Cancer Treatment Services International ("CTSI") in June 2019, it 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 to facilitate improved accessibility and affordability to care while maintaining a fundamental level of clinical quality. Further, the Company operates nine multi-disciplinary cancer centers and one specialty hospital in India and one multi-disciplinary cancer center in Sri Lanka.

Basis of Presentation

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("GAAP").

The historical financial position and results of operations of the Imaging Components business and costs relating to the separation and distribution (the "Distribution") of Varex Imaging Corporation ("Varex") are reported in the consolidated financial statements as discontinued operations. Information in the accompanying notes to the consolidated financial statements have been recast to reflect the effect of the Distribution. The Consolidated Statements of Comprehensive Earnings and Cash Flows have not been recast to reflect the effect of the Distribution.

Reclassifications

In fiscal year 2019, the Company adopted new accounting guidance requiring it to include restricted cash in cash and cash equivalents in the statement of cash flows. The Consolidated Statements of Cash Flows have been recast for all periods presented. See "Recently Adopted Accounting Pronouncements" below for further information. In addition, certain other 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 2019 was the 52-week period that ended on September 27, 2019 . Fiscal year 2018 was the 52-week period that ended on September 28, 2018 . Fiscal year 2017 was the 52-week period that ended on September 29, 2017 .

Distribution

On January 28, 2017 (the "Distribution Date"), the Company completed the Distribution of Varex, the Company's former Imaging Components business segment. On the Distribution Date, each of Varian's stockholders of record as of the close of business on January 20, 2017 (the "Record Date") received 0.4 of a share of Varex common stock for every one share of Varian common stock owned as of the Record Date.

Spin-offs

On April 2, 1999, Varian Associates, Inc. reorganized into three separate publicly traded companies by spinning off, through a tax-free distribution, two of its businesses to stockholders (the “Spin-offs”). The Spin-offs resulted in the following three

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companies: 1) the Company (renamed from Varian Associates, Inc. to Varian Medical Systems, Inc. following the Spin-offs); 2) Varian, Inc. (“VI”), which became a wholly owned subsidiary of Agilent Technologies Inc. in May 2010; and 3) Varian Semiconductor Equipment Associates, Inc. (“VSEA”), which became a wholly owned subsidiary of Applied Materials, Inc. in November 2011. The Spin-offs resulted in a non-cash dividend to stockholders.

In connection with the Distribution and Spin-offs, the Company, VI, VSEA, and Varex also entered into various agreements that set forth the principles to be applied in separating the companies and allocating certain related costs and specified portions of contingent liabilities. See

Note 9, "Commitments and Contingencies," for additional information.

Principles of Consolidation

The 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 Consolidated Financial Statements. For fiscal year 2019 , the Company consolidated its non-controlling interest in a joint venture included from the acquisition of CTSI. For fiscal years 2018 and 2017 , the Company did not consolidate any variable interest entities because the Company determined that it was not the primary beneficiary.

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.

Foreign Currency Translation

The Company uses the U.S. dollar predominately as the functional currency of its foreign subsidiaries. For foreign subsidiaries where the U.S. dollar is the functional currency, gains and losses from remeasurement of foreign currency balances into U.S. dollars are included in the Consolidated Statements of Earnings. For the foreign subsidiary where the local currency is the functional currency, any translation adjustments of foreign currency financial statements into U.S. dollars are recorded to a separate component of accumulated other comprehensive loss. See Note 8, "Derivative Instruments and Hedging Activities," regarding the Company’s hedging activities and derivative instruments.

Cash, Cash Equivalents and Restricted Cash

The Company considers currency on hand, demand deposits, time deposits, and all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash and cash equivalents. Cash and cash equivalents are held in various financial institutions in the United States and internationally. The Company classifies cash as restricted cash when it is subject to a legal or contractual restriction by a third party, and restricted as to withdrawal or use, including restrictions that require the funds to be used for a specified purpose and restrictions that limit the purpose for which the funds can be used.

Fair Value

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. There is a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

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Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

See

Note 4, "Fair Value," for additional discussions.

Available-For-Sale Securities and Notes Receivable

The Company has investments in securities that are classified as available-for-sale securities, and which are reflected on the Consolidated Balance Sheets at fair value. Unrealized gains and losses on these investments are included as a separate component of accumulated other comprehensive loss, net of tax, on the Consolidated Balance Sheets. The Company classifies its available-for-sale securities as short-term or long-term based on the nature of the investment, its maturity date and its availability for use in current operations. The Company monitors its available-for-sale securities for possible other-than-temporary impairment when business events or changes in circumstances indicate that the carrying value of the investment may not be recoverable. The Company recorded no significant impairment charges in fiscal years 2019 and 2018 to its available-for-sale securities and recorded $ 51.4 million of impairment charges in fiscal year 2017. See Note 15, "Proton Solutions Loans and Investment," for more information about the impairment charge.

The Company advances notes to third parties, including its customers. The Company regularly assesses these notes for collectability by considering internal factors such as historical experience, credit quality, age of the note balances as well as external factors such as economic conditions that may affect the note holder's ability to pay. In fiscal year 2018, the Company recorded $ 22.1 million of impairment charges related to its notes receivables.

Equity Investments in Privately-Held Companies

Equity investments without readily determinable fair values include the Company's investments in privately-held companies in which the Company holds less than a 20% ownership interest and does not have the ability to exercise significant influence. 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. These investments are included in other assets on the Consolidated Balance Sheets. In addition, the Company monitors these investments to determine if impairment charges are required based primarily on the financial condition and near-term prospects of these companies.

Concentration of Risk

Cash, cash equivalents, available-for-sale securities, trade accounts receivable, notes receivable, and derivative financial instruments used in hedging activities potentially expose the Company to concentrations of credit risk. Cash and cash equivalents held with financial institutions may exceed the Federal Deposit Insurance Corporation insurance limits or similar limits in foreign jurisdictions. The Company has not experienced any losses on its deposits of cash and cash equivalents. With respect to its available-for-sale securities and notes receivable, the Company performs a periodic credit evaluation of various counterparties. The Company may be exposed to credit loss in the event of nonperformance by counterparties on the foreign currency forward contracts used in hedging activities. The Company transacts its foreign currency forward contracts with multiple large international and regional financial institutions and, therefore, does not consider the risk of nonperformance to be concentrated in any specific counterparty. The Company has not experienced any losses resulting from the failure of counterparty to meet its financial obligations under foreign currency forward contracts. Concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of customers comprising the Company’s customer base and their geographic dispersion. The Company performs ongoing credit evaluations of its customers and, except for government tenders, group purchases and orders with a letter of credit, often requires its Oncology Systems and Proton Solutions customers to provide a down payment. The Company maintains an allowance for doubtful accounts based upon the expected collectability of all accounts receivable. No single customer represented 10% or more of the trade and unbilled accounts receivable amount for any period presented. The Company obtains some of the components in its products from a limited group of suppliers or from a single-source supplier.

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Inventories

Inventories are valued at the lower of cost or market (realizable value). Excess and obsolete inventories are determined primarily based on future demand forecasts, and write-downs of excess and obsolete inventories are recorded as a component of cost of revenues. Cost is computed using standard cost (which approximates actual cost) or actual cost on a first-in-first-out or average basis.

Property, Plant and Equipment

Property, plant and equipment are stated at cost, net of accumulated depreciation and amortization. Major improvements are capitalized, while repairs and maintenance are expensed as incurred. Internal and external costs incurred to acquire or create internal use software during the application development stage are capitalized in accordance with guidance on internal-use software. Internally developed software primarily includes enterprise-level business software that the Company customizes to meet its specific operational needs. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets. Land is not subject to depreciation, but land improvements are depreciated over fifteen years . Land leasehold rights and leasehold improvements are amortized over the lesser of their estimated useful lives or remaining term of the lease. Buildings are depreciated between twenty and thirty years . Machinery and equipment are depreciated over their estimated useful lives, which range from three to seven years . Assets subject to lease are amortized over the lesser of their estimated useful lives or remaining lease terms. When assets are retired or otherwise disposed of, the assets and the related accumulated depreciation are removed from the accounts. Gains or losses resulting from retirements or disposals of property, plant and equipment are included in operating expenses.

Goodwill and Intangible Assets, Net

Goodwill is recorded when the purchase price of an acquisition exceeds the fair value of the net identified tangible and intangible assets acquired. Purchased intangible assets are carried at cost, net of accumulated amortization. Intangible assets with finite lives are amortized primarily using the straight-line method over their estimated useful lives, which generally range from one to twenty-three years .

In-process research and development (“in-process R&D”) is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment thereafter. The impairment test for intangible assets with indefinite useful lives, if any, consists of a comparison of fair value to carrying value, with any excess of carrying value over fair value being recorded as an impairment loss. When an in-process R&D project is completed, the in-process R&D is reclassified as an amortizable purchased intangible asset and amortized over the asset’s estimated useful life.

Impairment of Long-lived Assets, Goodwill and Intangible Assets

The Company reviews long-lived assets and identifiable intangible assets with finite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. The Company assesses these assets for impairment based on their estimated undiscounted future cash flows. If the carrying value of the assets exceeds the estimated future undiscounted cash flows, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. The Company did not recognize any impairment charges for long-lived assets and identifiable intangible assets in fiscal years 2019 , 2018 and 2017 .

The Company evaluates goodwill for impairment at least annually or whenever an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. If the Company determines that a quantitative analysis is necessary, the Company will compare the fair value of a reporting unit against its carrying amount, including the goodwill allocated to each reporting unit. The Company determines the fair value of its reporting units based on a combination of income and market approaches. The income approach is based on the present value of estimated future cash flows of the reporting units and the market approach is based on a market multiple calculated for each business unit based on market data of other companies engaged in similar business. If the carrying amount of the reporting unit is in excess of its fair value, a goodwill impairment loss will be recorded for the difference.

The Company performs its annual goodwill impairment test for its reporting units that carried goodwill during its fourth fiscal quarter. In fiscal year 2019 , the Company opted to evaluate its Oncology Systems reporting unit by using qualitative factors such as macroeconomic conditions, industry and market considerations, financial performance and other relevant events affecting the reporting unit. During the third quarter of fiscal year 2019, the Company recorded a goodwill impairment charge for the full value of the Proton Solutions reporting unit goodwill. See

Note 6, "Goodwill and Intangible Assets," for more information on the impairment of the Proton Solutions' goodwill. The Company did not record any goodwill impairment charges in fiscal years 2018 and 2017 .

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Loss Contingencies

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 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 it believes will result in a probable loss.

Environmental remediation liabilities are recorded when environmental assessments and/or remediation efforts are probable, and the costs of these assessments or remediation efforts can be reasonably estimated.

Product Warranty

The Company warrants most of its products for a specific period of time, usually 12 months from installation, against material defects. In addition, the Company often includes additional support services (training, help desk, maintenance) and recognizes these services as a separate performance obligation along with its standard break/fix warranty cost accrual. The Company provides for the estimated future costs of warranty obligations in cost of revenues when the related revenues are recognized. The accrued warranty costs represent the best estimate at the time of sale of the total costs that the Company will incur to repair or replace product parts that fail while still under warranty. The amount of the accrued estimated warranty costs obligation for established products is primarily based on historical experience as to product failures adjusted for current information on repair costs. For new products, estimates include the historical experience of similar products, as well as reasonable allowance for warranty expenses associated with new products. On a quarterly basis, the Company reviews the accrued warranty costs and updates the historical warranty cost trends, if required.

Revenue Recognition

The Company's revenues are derived primarily from the sale of radiotherapy and proton therapy hardware and software products, support, training and maintenance of all those products, installation services and the sale of parts, as well as the sale of minimally invasive interventional oncology procedures and treatments. The Company accounts for a contract with a customer when there is a legally enforceable contract which includes: an approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

The Company's revenues are measured based on the consideration specified in the contract with each customer, net of any sales incentives and amounts collected on behalf of third parties such as sales taxes. The Company recognizes revenues as the performance obligations are satisfied by transferring control of the product or service to a customer.

The majority of the Company's revenue arrangements consist of multiple performance obligations including hardware, software, and services. The appropriate timing of revenue recognition is determined based on the Company's assessment of when the transfer of control occurs with respect to these arrangements.

The Company's products are generally not sold with a right of return, and the Company typically does not provide credits, rebates, or incentives, which may be required to be accounted for as variable consideration when estimating the amount of revenue to be recognized.

The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if the Company expects the benefit of those costs to be longer than one year. The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract when the amortization period would have been one year or less. These costs mainly include the Company's internal sales force compensation program; under the terms of these programs, compensation is generally earned, and the costs are recognized at the time the revenue is recognized.

For bundled arrangements, the Company accounts for individual products and services separately if they are distinct, that is, if a product or service is separately identifiable from other items in the bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The consideration (including any discounts) is allocated between separate products and services in a bundle based on their individual stand-alone selling price ("SSP"). The SSP is determined based on observable prices at which the Company separately sells the products and services. If an SSP is not directly observable, then the Company will estimate the SSP considering marketing conditions, entity-specific factors, and information about the customer or class of customer that is reasonably available.

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The following is a description of the principal activities, separated by operating segment, from which the Company generates its revenues.

Oncology Systems

The Company's Oncology Systems linear accelerators are generally sold in a bundled arrangement with hardware and software accessory products that enhance efficiency and enable the delivery of advanced radiotherapy and radiosurgery treatments; however, certain products are infrequently sold on a stand-alone basis. The majority of machine and software sales include installation services, training, warranty, and support services. Delivery of different performance obligations in a revenue arrangement often span more than one reporting period. For example, a linear accelerator and software may be delivered in one reporting period, but the related installation of those products may be completed in a later period. Hardware and software extended maintenance and service contracts are occasionally sold during the initial product sale, but the majority are sold separately near or at the end of the initial warranty period. Revenues related to extended warranty and service contracts are recognized after the expiration of the initial warranty period.

Payment terms and conditions vary by contract type, although the terms are generally commensurate with a significant milestone, such as contract signing, shipment, delivery, acceptance or service commencement. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts generally do not include a significant financing component. The primary purpose of the Company's invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company's products and services, rather than to receive financing from the Company's customers, such as invoicing at the beginning of a contract term with revenue recognized ratably over the contract period for a service contract. Payment terms can also vary based on the type of customer, such as government purchases. There are occasions where the Company provides extended payment terms in which case a portion of the transaction price is allocated to imputed interest income. Customer billing milestones are typically event driven, which may result in revenue recognized in excess of billings at some point during the contract period which the Company presents as unbilled receivables on the Consolidated Balance Sheets.

From time to time, the Company's contracts are modified to account for additional, or to change existing, performance obligations. The Company's contract modifications are generally accounted for prospectively.

Hardware Products and Installation

Hardware products may include software that the hardware is dependent on and highly interrelated with and cannot operate without. The Company typically has a standard base configuration for its hardware products, but there are typically multiple options and configuration choices. Revenues from the sale of hardware are recognized when the Company transfers control to the customer.

Product installation includes uncrating, moving the machine to the treatment room, connection and validating configuration. In addition, a number of testing protocols are completed to confirm the equipment is performing to the contracted specifications. The Company recognizes revenues for hardware installation over time as the customer receives and consumes benefits provided as the Company performs the installation services.

Software Products and Installation

Software products include information management, treatment planning, image processing, clinical knowledge exchange, patient care management, decision-making support, and practice management software. Software installation includes transferring software to the customer’s computers, configuration of the software and potentially data migration. The Company recognizes revenues for on-premise software and software installation upon the customer's acceptance of the software and installation services.

Service

Service revenues include revenues from initial and extended software support agreements, extended hardware warranty agreements, training, paid service arrangements when a customer does not have an extended warranty and parts that are sold by the service department.

Revenues from hardware and software support agreements are accounted for ratably over the term of the agreement. Services and training revenues are recognized in the period the services and training are performed. Revenues for sales of parts are recognized when the parts are delivered to the customer and control is transferred.

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The CTSI revenues include revenues from providing healthcare services to patients, including full-service laboratory and pathology services, in addition to professional services provided to others in the oncology industry. All revenues are recognized when the related service is provided to the patient or delivered to the customer, net of any discounts. For certain services, the Company collects sales taxes and value added taxes on behalf of the local government, which are excluded from revenues.

Warranties

The Company's sale of hardware includes a one-year warranty. The Company uses the cost accrual method to account for assurance-type warranties. The standard warranty provision further includes services in addition to an assurance-type warranty (for example, preventative maintenance inspections, help desk support, and when and if available operating system upgrades). These service-type warranty features are recorded as a separate performance obligation and recognized ratably over the one-year warranty period.

Proton Solutions

The manufacturing of the major components of a proton therapy system, installation, and commissioning typically lasts 18 to 24 months. The Company's proton therapy system is highly customized. A proton therapy system typically includes hardware, software that the hardware is dependent upon and highly interrelated with, and without which the hardware cannot operate, and installation. The Company also sells software products that include information management, treatment planning, image processing, clinical knowledge exchange, patient care management, decision-making support, and practice management software, and software installation.

The Company provides operations and maintenance services related to the proton therapy system under a separate arrangement. These contracts are typically executed at or about the same time as the proton therapy system contracts; however, the pricing and performance of the proton therapy system contracts are not typically related to the pricing or performance of the operations and maintenance contracts. Therefore, the Company recognizes operations and maintenance services as a separate performance obligation.

Under the typical payment terms of the Company's fixed-price contracts, the customer pays the Company an up-front advance payment and then performance-based payments based on quantifiable measures of performance or on the achievement of specified events or milestones. Customers do not typically receive discounts in their overall selling price based on the amount and timing of milestone payments. As the revenue is recognized over time relative to the costs incurred and the customer billing milestones are typically event driven, this may result in revenue recognized in excess of billings at some point during the contract period which the Company presents as unbilled receivables on the Consolidated Balance Sheets. Amounts billed and due from the Company's customers are classified as trade accounts receivable on the Consolidated Balance Sheets. In most contracts, the Company is entitled to receive an advance payment at the beginning of the contract. The Company recognizes a liability for these advance payments in excess of revenue recognized and presents it as deferred revenues on the Consolidated Balance Sheets. The advance payment typically is not considered a significant financing component because it is used to ensure the customer's commitment to the project and to provide assurance that the customer will perform its obligations under the contract.

The Company recognizes revenue for its proton therapy systems over time because the customer controls the work in process, the Company's performance does not create an asset with an alternative use to the Company, and the Company has an enforceable right to payment for performance completed to date.

Due to the nature of the work required to be performed on many of the Company's performance obligations, the estimation of total revenues and the costs at completion is complex, subject to many variables and requires significant judgment. The Company's contracts generally do not include award fees, incentive fees or other provisions that may be considered variable consideration.

The Company has a quarterly review process in which management reviews the progress and execution of the Company's performance obligations. As part of this process, management reviews information including, but not limited to, any outstanding key contract matters, progress towards completion and the related program schedule, identified risks and the related changes in estimates of revenues and costs. The risks and opportunities include management's judgment about the ability and costs to achieve the schedule (e.g., the number and type of milestone events), technical and other contract requirements. Management must make assumptions and estimates regarding the complexity of the work to be performed, the availability of materials and outside services, the length of time to complete the performance obligation and labor and overhead cost rates, among other significant judgments. Based on this analysis, any quarterly adjustments to revenues, cost of revenues, and the related impact to operating earnings are recognized as necessary in the period they become known on a cumulative

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catch-up basis. When estimates of total costs to be incurred on a performance obligation exceed total estimates of revenues to be earned, a provision for the entire loss on the performance obligation is recognized in the period the loss is determined.

Proton Solutions revenues for software are recognized upon acceptance and revenues from installation services are recognized over time.

Interventional Solutions

Revenue is recognized primarily from the sale of ablation, embolic therapy, and cryoablation products when the performance obligations are satisfied by transferring control of the products to customers either upon shipment or when the customers (distributors or end customers) receive a shipment at the designated destinations.

Contract Balances

The timing of revenue recognition, billings and cash collections results in trade and unbilled receivables, and deferred revenues on the Consolidated Balance Sheets. In Oncology Systems, the Company often collects an advance payment and the balance is typically billed on a combination of delivery and/or acceptance. In Proton Solutions, the Company usually collects an advance payment and additional amounts are billed as work progresses in accordance with agreed-upon contractual terms upon achievement of contractual milestones. Service contracts are usually billed at the beginning of the contract period or at periodic intervals (e.g. monthly or quarterly) during the contract which could result in a contract asset and contract liability. At times, billing occurs subsequent to revenue recognition, resulting in an unbilled receivable which represents a contract asset. However, when the Company receives advances or deposits from customers, which can be higher in the initial stages of the contract, particularly for international contracts in the case of Oncology Systems, before revenue is recognized, this results in deferred revenues which represents a contract liability. These contract assets and liabilities are reported as unbilled receivables and deferred revenues, respectively, on the Consolidated Balance Sheet on a contract-by-contract basis at the end of each reporting period.

Share-Based Compensation Expense

Share-based compensation expense recognized in the Consolidated Statements of Earnings includes compensation expense for the share-based payment awards based on the grant date fair value estimated in accordance with the guidance on share-based compensation. Share-based compensation expense for the Company's service-based stock awards is recognized on a straight-line basis over the service period of the award. Share-based compensation expense for performance units and performance-based options is recognized on a straight-line basis over the period of time for the performance conditions to be satisfied and the expense will be adjusted based on achievement of the performance conditions. In accordance with the guidance on share-based compensation, the fair value of the cash-settled stock appreciation rights is recalculated at the end of each reporting period and the expense is adjusted based on the new fair value and the number of stock appreciation rights that vested. The Company considers only the direct tax impacts of share-based compensation awards when calculating the amount of tax windfalls or shortfalls.

Earnings per share

Basic net earnings per share is computed by dividing net earnings attributable to Varian by the weighted average number of shares of VMS common stock outstanding for the period. Diluted net earnings per share is computed by dividing net earnings attributable to Varian by the sum of the weighted average number of common shares outstanding and dilutive common shares under the treasury stock method. The Company excludes potentially dilutive common shares (consisting of shares underlying stock options and the employee stock purchase plan) from the computation of diluted weighted average shares outstanding if the per share value, which consists of either (i) the exercise price of the awards or (ii) the sum of (a) the exercise price of the awards and (b) the amount of the compensation cost attributed to future services and not yet recognized, is greater than the average market price of the shares, because the inclusion of the shares underlying these stock awards would be anti-dilutive to earnings per share.

Shipping and Handling Costs

Shipping and handling costs are included as a component of cost of revenues.

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Research and Development

Research and development costs have been expensed as incurred. These costs primarily include employees’ compensation, consulting fees, material costs and research grants.

Software Development Costs to be Sold

Costs for the development of new software products and substantial enhancements to existing software products are expensed as incurred until technological feasibility has been established, at which time any additional costs would be capitalized. No costs associated with the development of software have been capitalized as the Company believes its current software development process is completed concurrent with the establishment of technological feasibility.

Comprehensive Earnings

Comprehensive earnings include all changes in equity (net assets) during a period from non-owner sources. Comprehensive earnings include currency translation adjustments, change in unrealized gain or loss on derivative instruments designated as cash flow hedges, net of taxes (see

Note 8, "Derivative Instruments and Hedging Activities," ) change in unrealized gain or loss on available for sale securities, net of taxes and adjustments to and amortization of unrecognized actuarial gain or loss, unrecognized transition obligation and unrecognized prior service cost of the Company's defined benefit pension and post-retirement benefit plans (see

Note 10, "Retirement Plans," ) for more information.

Taxes on Earnings

Taxes on earnings are based on pretax financial accounting income. Deferred tax assets and liabilities are recorded based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

Recently Adopted Accounting Pronouncements

In the first quarter of fiscal year 2019, the Company adopted the Financial Accounting Standards Board ("FASB") guidance on which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The Company adopted this amendment prospectively, and it did not have an impact on the Company's consolidated financial statements.

In the first quarter of fiscal year 2019, the Company adopted the FASB guidance on the accounting related to defined benefit plans and other post-retirement benefits. This amendment requires the service cost component of net periodic pension and post-retirement benefit cost to be presented in the same line item as other employee compensation costs, while the other components must be presented separately as other income, net. The adoption of this amendment did not have a material impact on the Company's consolidated financial statements.

In the first quarter of fiscal year 2019, the Company adopted the FASB guidance on the classification and presentation of restricted cash in the statement of cash flow. The amendment requires entities to include restricted cash in cash and cash equivalents in the statement of cash flows. The Company adopted the amendment retrospectively, and prior period amounts on the Consolidated Statements of Cash Flows have been recast to conform with the current period presentation as shown in the reconciliations provided below. See

Note 3, "Other Financial Information," for a reconciliation of the cash balances within the Consolidated Statements of Cash Flows to the Consolidated Balance Sheets.

	September 28, 2018
(In millions)	As Previously Reported				Adjustments				As Adjusted
Cash used in investing activities	$	( 184.0	)		$	9.3			$	( 174.7	)
Cash, cash equivalents, and restricted cash at beginning of period	$	716.2			$	2.3			$	718.5
Cash, cash equivalents, and restricted cash at end of period	$	504.8			$	11.6			$	516.4

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	September 29, 2017
(In millions)	As Previously Reported				Adjustments				As Adjusted
Cash used in investing activities	$	( 130.1	)		$	( 0.3	)		$	( 130.4	)
Cash, cash equivalents, and restricted cash at beginning of period	$	843.5			$	2.6			$	846.1
Cash, cash equivalents, and restricted cash at end of period	$	716.2			$	2.3			$	718.5

In the first quarter of fiscal year 2019, the Company adopted the FASB guidance for tax accounting for intra-entity asset transfers. The amendment removes the prohibition against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. The adoption of this amendment did not have a material impact on the Company's consolidated financial statements. See

Note 11, "Taxes on Earnings," for more information about the impact of the adoption.

In the first quarter of fiscal year 2019, the Company adopted the FASB guidance related to the classification of certain cash receipts and cash payments. The amendment was issued to reduce the diversity in practice in how certain transactions are classified in the statement of cash flows. The Company adopted the amendment retrospectively, and it did not have an impact on the Company’s consolidated financial statements.

In the first quarter of fiscal year 2019, the Company adopted the FASB guidance related to recognition and measurement of financial assets and financial liabilities. The amendment addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. Most prominent among the changes is the requirement for changes in the fair value of the Company's equity investments to be recognized through net earnings rather than other comprehensive income. Under the amendment, equity investments that do not have a readily determinable fair value are eligible for the measurement alternative, which will require the Company to measure these investments at cost, with adjustments for changes in price or impairments reflected through net earnings. The Company adopted the amendment prospectively for its privately-held investments for which the measurement alternative was elected, and adopted the amendment on a modified retrospective basis for all other financial instruments. The adoption did not have an impact on the Company's consolidated financial statements.

Recent Accounting Standards or Updates Not Yet Effective

In November 2018, the FASB amended its guidance to clarify revenue accounting for collaborative arrangements. The standard is effective for the Company beginning in the first quarter of fiscal year 2020 and will be applied retrospectively to the date of the initial application of ASC 606. The adoption of this standard is not expected to have a material impact on the Company's consolidated financial statements.

In October 2018, the FASB amended its guidance to add 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 is adopting 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.

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 consolidated financial statements.

In August 2018, the FASB issued guidance which modifies the disclosure requirements for employers that 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 consolidated financial statements.

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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. Early adoption is permitted. The Company is evaluating the impact of adopting this guidance to its consolidated financial statements.

In February 2018, the FASB amended its guidance that will allow companies to reclassify disproportionate tax effects in accumulated other comprehensive income caused by the Tax Cuts and Jobs Act to retained earnings. The amendment will be effective for the Company beginning in its first quarter of fiscal year 2020. The Company does not expect the impact of adopting this amendment to its consolidated financial statements to be significant.

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 with early adoption permitted beginning in the first quarter of fiscal year 2020. The Company is evaluating the impact of adopting this amendment to its consolidated financial statements.

In February 2016, the FASB issued a new standard on accounting for leases. The new standard is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use ("ROU") assets and corresponding lease liabilities on the balance sheet. The Company will adopt the standard effective September 28, 2019 and will use the optional transition method. Under this method, the Company will apply the new standard on the effective date, rather than the earliest comparative period presented on the financial statements. Upon adoption, the Company will elect: (1) the "package of practical expedients," which permits it not to reassess under the new standard its prior conclusions about lease identification, lease classification, and initial direct costs; (2) not to separate non-lease components from lease components; and (3) not to recognize ROU assets and lease liabilities for short-term leases. In preparation for adoption of the standard, the Company has implemented internal controls and key system functionalities to enable the preparation of financial information. The Company expects to recognize ROU assets and liabilities of approximately $ 119 million to $ 140 million , on the Company's Consolidated Balance Sheets. The adoption of this standard is not expected to have a material impact on the Company's Statement of Earnings. The Company will finalize its accounting assessment and quantitative impact of the adoption during the first quarter of fiscal year 2020.

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. The Company acquired the business for a purchase price of $ 90.0 million in cash consideration. The acquisition was financed using proceeds from our borrowings. 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 is not yet finalized; however, all of the goodwill is expected to be deductible for income tax purposes. The Company assumed a $ 16.0 million contingent liability, owed to a third party, that would be offset by a corresponding $ 16.0 million indemnification asset.

Cancer Treatment Services International ("CTSI")

In June 2019, the Company acquired CTSI, a privately-held company that provides cancer care professional services to health care providers worldwide and, through its oncology care brand, American Oncology Institute, focuses on the operation of comprehensive cancer treatment facilities in India and Sri Lanka. CTSI operates AmPath, a full-service reference laboratory and pathology provider, and CTSI Oncology Solutions, an oncology services company that provides solutions, such as remote treatment planning services and multi-disciplinary oncology consulting.

The Company acquired CTSI 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. The Company also assumed an additional $ 3.3 million of contingent liability, which is included in the assumed liabilities. The acquisition was financed with a combination of cash on hand and proceeds from borrowings. The Company has included this acquisition in its Oncology Systems business. The purchase accounting from this transaction is not yet finalized; however, the goodwill is not expected to be deductible for income tax purposes.

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Endocare and Alicon

In June 2019, the Company acquired Austin, Texas-based Endocare and Hangzhou, China-based, Alicon, to expand its portfolio of multidisciplinary integrated cancer solutions. Endocare is a provider of hardware and software solutions for cryoablation, and has a microwave ablation product line; and Alicon develops embolic therapy for treating liver cancer in China.

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. The acquisitions were financed with a combination of cash on hand and proceeds from borrowings. These acquisitions are included in the Company's Interventional Solutions business, which is included in the Other category. The purchase accounting from this transaction is not yet finalized; however, the goodwill is not expected to be deductible for income tax purposes. In the fourth quarter of fiscal year 2019, due to better than expected projected financial performance for Endocare and Alicon as well as a change in the expected mix of products, the Company recorded an increase of $ 18.6 million in the fair value of the contingent consideration.

The results of operations and the provisional fair values of the assets acquired and liabilities assumed have been included in the consolidated financial statements as of the date of acquisition. The following table summarizes the estimated fair value of assets acquired and liabilities assumed as a result of the CTSI, Endocare and Alicon acquisitions and the embolics microspheres business acquired from Boston Scientific:

(In millions)	CTSI				Endocare and Alicon				Embolics Microspheres Business
Assets acquired (1)	$	52.1			$	33.8			$	22.4
Liabilities assumed (2)	( 68.0		)		( 18.7		)		( 16.0		)
Goodwill	186.1				118.5				45.8
Intangible assets	111.8				76.4				37.8
Fair value of net assets	282.0				210.0				90.0
Less: Non-controlling interest (3)	5.0				—				—
Total purchase consideration	$	277.0			$	210.0			$	90.0

(1)	Includes $ 4.9 million and $ 11.5 million of cash and cash equivalents for CTSI and Endocare / Alicon, respectively.

(2)	Includes $ 32.9 million and $ 15.7 million of deferred tax liabilities for CTSI and Endocare / Alicon, respectively.

(3)

The Company's non-controlling interest is a joint venture that was determined to be a variable interest entity. The Company has concluded that it is the primary beneficiary of the joint venture because it has the ability to control the significant activities of the joint venture, has the right to significant residual returns and is exposed to significant expected losses. The Company has consolidated the joint venture into its results of operations.

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Identifiable Intangible Assets

The following table provides the valuation of the intangible assets acquired from CTSI, Endocare, Alicon, and the embolics microspheres business acquired from Boston Scientific, along with their weighted average estimated useful lives:

(Dollars in millions)		CTSI						Endocare and Alicon						Embolics Microspheres Business
Type		Fair Value				Weighted Average Estimated Useful Life (In Years)		Fair Value				Weighted Average Estimated Useful Life (In Years)		Fair Value				Weighted Average Estimated Useful Life (In Years)
Technologies		$	16.0			7.0		$	58.8			8.1		$	10.6			12.5
Customer contracts, supplier relationships, and partner relationships (1)		50.9				20.9		4.9				8.0		20.9				15.5
Trade names		44.9				17.7		0.4				1.0		6.3				17.0
Total intangible assets with finite lives		111.8						64.1						37.8
In-process R&D with indefinite lives		—						12.3						—
Total intangible assets		$	111.8					$	76.4					$	37.8

(1)	CTSI has certain partner relationships with hospitals with useful lives that range from approximately 22 to 23 years.

Other Acquisitions

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. As of the closing date, the value of the contingent consideration is 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, a nd the purchase consideration was allocated primarily to the intellectual property that covers the use of radiation in the heart and other forms of radiosurgery for cardiovascular disease. This resulted in $ 20.8 million of in-process R&D expense because of no future alternative use, and was recorded in acquisition-related expenses and in-process R&D in the Consolidated Statements of Earnings. The assets related to this acquisition are 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 has integrated this acquisition into its Oncology Systems reporting unit. The goodwill for this acquisition is not deductible for income tax.

Measurement Period Adjustments

In the first quarter of fiscal year 2019, the Company recorded a measurement period adjustment of $ 9.6 million to the fair value of the purchase consideration of a business combination that occurred in the fourth quarter of fiscal year 2018. The adjustment primarily included a $ 11.6 million decrease in the fair value of the contingent consideration liability, primarily offset by a decrease to the finite-lived intangible assets of $ 5.4 million , and a decrease of $ 4.8 million to goodwill.

In the third quarter of fiscal year 2019, the Company recorded a measurement period adjustment of $ 2.6 million to the fair value of the purchase consideration of a business combination that occurred in the third quarter of fiscal year 2018. The adjustment consisted of an additional cash payment to the sellers and a corresponding increase to goodwill.

Fiscal Year 2018

On January 30, 2018, the Company signed an agreement to acquire Sirtex Medical Limited ("Sirtex"), an Australian company that was listed on the Australian Securities Exchange, for A$ 28 per share or approximately A$ 1.6 billion . On May 4, 2018, Sirtex received an unsolicited non-binding, indicative and conditional proposal from CDH Investments ("CDH"), a China-based alternative asset manager, for the acquisition of all of the issued shares in Sirtex for A$ 33.60 per share. On June 14, 2018, the Company received notification from Sirtex that it had accepted the proposal from CDH. Consequently, Sirtex terminated its agreement with the Company and the Company received a net $ 9.0 million breakup fee from Sirtex.

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During fiscal year 2018, the Company acquired four companies, including two privately-held software companies, a distributor of radiotherapy equipment, and a manufacturer of a surface-guided radiation therapy positioning and motion management system, for an aggregate purchase price $ 136.7 million which consisted of $ 109.0 million in cash consideration. The purchase price consisted of $ 72.1 million in goodwill and $ 49.9 million in finite-lived intangible assets. The Company has integrated these four acquisitions into its Oncology Systems business. Approximately $ 14 million o f the goodwill acquired in fiscal year 2018 is deductible for income tax purposes.

Fiscal Year 2017

The Company did not have any business combinations in fiscal year 2017.

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 fiscal year 2019, and 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.

Management applied significant judgment in determining the fair value of intangible assets, which involved the use of significant estimates and assumptions with respect to the projected revenues, projected margins, the economic lives, product and technology migration rates, customer attrition and the discount rates. The fair value of the contingent consideration has been estimated based on the likelihood of the performance metrics being achieved.

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

Contracts with Customers

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

		September 27,				September 28,
(In millions)		2019				2018
Unbilled receivables - current		$	346.7			$	362.8
Unbilled receivables - long-term (1)		35.1				36.3
Deferred revenues - current		( 766.0		)		( 729.7		)
Deferred revenues - long-term (2)		( 73.1		)		( 38.6		)
Total net unbilled receivables (deferred revenues)		$	( 457.3	)		$	( 369.2	)

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

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

During fiscal year 2019 , unbilled receivables decreased by $ 17.3 million , primarily due to the timing of triggering billing milestones in proton solutions and timing of payments, and deferred revenues increased by $ 70.8 million , primarily due to the contractual timing of billings occurring before the revenues were recognized.

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During fiscal year 2019 , the Company recognized revenues of $ 616.9 million , which was included in the deferred revenues balance as of September 28, 2018 . During fiscal year 2018 , the Company recognized revenues of $ 407.0 million , which was included in the deferred revenues balance as of September 29, 2017 .

Unfulfilled Performance Obligations

The following table represents the Company's unfulfilled performance obligations as of September 27, 2019 , and the estimated revenue expected to be recognized in the future related to these unfulfilled performance obligations:

	Fiscal years of revenue recognition
(In millions)	2020				2021				2022				Thereafter
Unfulfilled performance obligations	$	2,469.6			$	1,581.1			$	641.8			$	1,991.4

The table above includes both product and service unfulfilled performance obligations, which includes a component of service performance obligations that have 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:

		September 27,				September 28,
(In millions)		2019				2018
Cash and cash equivalents		$	531.4			$	504.8
Restricted cash - current (1)		4.2				3.1
Restricted cash - long-term (2)		8.5				8.5
Total cash, cash equivalents, and restricted cash		$	544.1			$	516.4

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

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

Inventories

The following table summarizes the Company's inventories:

		September 27,				September 28,
(In millions)		2019				2018
Raw materials and parts		$	376.5			$	304.1
Work-in-process		71.8				50.6
Finished goods		103.2				83.4
Total inventories		$	551.5			$	438.1

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Prepaid Expenses and Other Current Assets

The following table summarizes the Company's prepaid expenses and other current assets:

		September 27,				September 28,
(In millions)		2019				2018
Prepaid income taxes		$	51.1			$	48.1
Prepaid sales taxes		21.0				17.5
Prepaid compensation		13.7				14.2
Advance payments to suppliers		15.3				16.6
Available-for-sale securities (1)		—				39.4
RPTC senior secured debt (1)		—				24.9
Other current receivables		47.2				24.1
Other prepaid expenses		57.9				48.5
Total prepaid expenses and other current assets		$	206.2			$	233.3

(1)	The Company's available-for-sale securities and the Rinecker Proton Therapy Center ("RPTC") senior secured debt were reclassified to other assets in fiscal year 2019. See Note 15, "Proton Solutions Loans and Investment," for more information.

Property, Plant and Equipment, net

The following table summarizes the Company's property, plant and equipment, net:

		September 27,				September 28,
(In millions)		2019				2018
Land and land improvements		$	44.2			$	44.2
Buildings and leasehold improvements		242.5				227.0
Machinery and equipment		456.2				404.0
Construction in progress		42.9				28.6
		785.8				703.8
Accumulated depreciation and amortization		( 474.3		)		( 429.2		)
Total property, plant and equipment, net		$	311.5			$	274.6

Other Assets

The following table summarizes the Company's other assets:

		September 27,				September 28,
(In millions)		2019				2018
Long-term receivables		$	74.3			$	71.7
Deferred Compensation Plan ("DCP") assets		79.0				75.2
Equity investments		64.2				39.4
Long-term available-for-sale securities		58.2				23.1
California Proton Therapy Center ("CPTC") Term loan		44.0				44.0
RPTC senior secured debt		23.5				—
Other		54.0				39.4
Total other assets		$	397.2			$	292.8

Accrued Liabilities

The following table summarizes the Company's accrued liabilities:

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		September 27,				September 28,
(In millions)		2019				2018
Accrued compensation and benefits		$	161.9			$	151.1
DCP liabilities		75.0				74.4
Product warranty		40.0				40.9
Income taxes payable		39.8				49.0
Contingent consideration		33.0				1.2
Other		109.8				103.1
Total accrued liabilities		$	459.5			$	419.7

Other Long-Term Liabilities

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

		September 27,				September 28,
(In millions)		2019				2018
Income taxes payable		$	180.3			$	189.1
Deferred revenues		73.1				38.6
Deferred income taxes		75.3				31.4
Contingent consideration		42.3				23.2
Defined benefit pension plans		31.1				8.6
Other		38.0				33.4
Total other long-term liabilities		$	440.1			$	324.3

Other Income, Net

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

		Fiscal Years
(In millions)		2019				2018				2017
Gain on equity investments		$	23.8			$	—			$	—
Net foreign currency exchange gain		4.2				2.6				3.0
Other		0.3				1.6				( 0.6		)
Total other income, net		$	28.3			$	4.2			$	2.4

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.

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		Fair Value Measurement at September 27, 2019
Type of Instruments		Quoted Prices in Active Markets for Identical Instruments (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)				Total Balance
(In millions)
Assets:
Cash equivalents:
Money market funds		$	0.2			$	—			$	—			$	0.2
Available-for- sale securities: (1)
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	)

⁽¹⁾ Included in other assets on the Company's Consolidated Balance Sheets, except for amounts related to short-term interest receivable.

		Fair Value Measurements at September 28, 2018
Type of Instruments		Quoted Prices in Active Markets for Identical Instruments (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)				Total Balance
(In millions)
Assets:
Cash equivalents:
Money market funds		$	44.1			$	—			$	—			$	44.1
Available-for- sale securities:
MPTC Series B-1 Bonds (2)		—				25.1				—				25.1
MPTC Series B-2 Bonds (1)		—				23.1				—				23.1
APTC securities (2)		—				6.4				—				6.4
GPTC securities (2)		—				7.9				—				7.9
Total assets measured at fair value		$	44.1			$	62.5			$	—			$	106.6
Liabilities:
Contingent consideration		$	—			$	—			$	( 24.4	)		$	( 24.4	)
Total liabilities measured at fair value		$	—			$	—			$	( 24.4	)		$	( 24.4	)

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

(2)	Included in prepaid and other current assets on the Company's Consolidated Balance Sheets because the Company had the ability and intent to sell this security in the next twelve months.

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 Level 2 available-for-sale securities consist of bonds for the Maryland Proton Therapy Center ("MPTC"), Alabama Proton Therapy Center (“APTC”), and Georgia Proton Treatment Center ("GPTC"). 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. As of September 27, 2019 , and September 28, 2018 , the carrying amount of the Company's Level 1 money market funds and Level 2 available-for-sale securities approximated their respective fair values. See Note 15, "Proton Solutions Loans and Investment," for more information about the available-for-sale securities.

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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 Black-Scholes or 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, 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 volatility 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 Consolidated Balance Sheets.

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

(In millions)		Available-for-Sale Securities				Contingent Consideration
Balance at September 29, 2017		$	47.4			$	—
Additions		—				( 24.9		)
Reclassification of Original CPTC Loans to Term Loan		( 47.4		)		—
Settlements		—				0.5
Balance at September 28, 2018		—				( 24.4		)
Additions		—				( 45.4		)
Measurement period adjustments to a business combination in prior year		—				11.6
Settlements		—				1.0
Adjustments due to the effect of foreign exchange		—				0.5
Change in fair value recognized in earnings		—				( 18.6		)
Balance at September 27, 2019		$	—			$	( 75.3	)

There were no transfers of assets or liabilities between fair value measurement levels during fiscal years 2019 , 2018 and 2017 . 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, the revolving loan to CPTC, accounts payable, and short-term borrowings approximate their carrying amounts due to their short maturities.

As of September 27, 2019 , the fair value of the Term Loan (as defined below) with CPTC approximated its carrying value of $ 44.0 million . 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 CPTC, and its industry, as a result, the Term Loan is categorized as Level 3 in the fair value hierarchy. See Note 15, "Proton Solutions Loans and Investment," for further information.

The Company's equity investments in privately-held companies were $ 64.2 million and $ 37.2 million at September 27, 2019 and September 28, 2018 , respectively.

The fair value of the outstanding long-term notes receivable, including accrued interest, approximated their carrying value of $ 33.6 million and $ 29.7 million at September 27, 2019 and September 28, 2018 , respectively, because they are based on terms of recent comparable transactions and are categorized as Level 3 in the fair value hierarchy. 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 15, "Proton Solutions Loans and Investment," for more information on the long-term notes receivable.

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The following table summarizes the Company's trade and unbilled receivables and notes receivable as of September 27, 2019 and September 28, 2018 :

	September 27,				September 28,
(In millions)	2019				2018
Trade and unbilled receivables, gross	$	1,193.5			$	1,093.0
Allowance for doubtful accounts	( 46.5		)		( 41.1		)
Trade and unbilled receivables, net	$	1,147.0			$	1,051.9
Short-term	$	1,106.3			$	1,009.9
Long-term (1)	$	40.7			$	42.0
Notes receivable	$	33.6			$	29.8
Short-term (2)	$	—			$	0.1
Long-term (1) (3)	$	33.6			$	29.7

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

⁽²⁾ Included in prepaid expenses and other current assets on the Company's Consolidated Balance Sheets.

⁽³⁾ Balances include accrued interest and are recorded in other assets on the Company's 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 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 receivables. As of September 27, 2019 , and September 28, 2018 , the allowance for doubtful accounts is entirely related to short-term receivables. See Note 15, "Proton Solutions Loans and Investment," for more information on the Company's notes receivable balances.

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

(In millions)		Oncology Systems				Proton Solutions				Other				Total
Balance at September 29, 2017		$	170.2			$	52.4			$	—			$	222.6
Business combinations		72.1				—				—				72.1
Foreign currency translation adjustments		( 0.2		)		( 0.9		)		—				( 1.1		)
Balance at September 28, 2018		242.1				51.5				—				293.6
Business combinations		208.0				—				164.3				372.3
Impairment charges		—				( 50.5		)		—				( 50.5		)
Measurement period adjustment to a business combination in prior year		( 2.2		)		—				—				( 2.2		)
Foreign currency translation adjustments		—				( 1.0		)		—				( 1.0		)
Balance at September 27, 2019		$	447.9			$	—			$	164.3			$	612.2

See

Note 2, "Business Combinations," for more information on the business combinations and measurement period adjustments to business combinations in prior years.

During the third quarter of fiscal year 2019, the Company recorded a goodwill impairment charge of $ 50.5 million for the full value of the Proton Solutions reporting unit goodwill. The impairment resulted from a downward revision of the forecasted future cash flows. Factors in the third quarter that contributed to the revised forecast include observed continued weakness in proton therapy markets and lower than expected results as compared to prior forecasts. These events decreased the forecasted cash flows and the fair value of the Proton Solutions reporting unit below its carrying value as of the third quarter of fiscal year 2019.

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To determine the fair value of the Proton Solutions reporting unit, the Company used the income and market approaches. Under the income approach, the fair value of the Proton Solutions reporting unit was based on the present value of the estimated future cash flows that the reporting unit is expected to generate over its remaining life. Cash flow projections were based on management's estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions and system order backlog. The discount rate used was based on the weighted-average cost of capital appropriate for the Proton Solutions reporting unit. The market approaches considered revenue multiples based on comparable transactions and public companies.

The Company also assessed whether the carrying amounts of the Proton Solutions reporting unit’s long-lived assets may not be recoverable and therefore impaired. To assess the recoverability of the reporting unit’s long-lived assets, the undiscounted cash flows of the reporting unit were analyzed and compared to the carrying value. The sum of undiscounted cash flows exceeded the carrying value of the asset group, and therefore, no impairment was indicated.

The following table reflects the gross carrying amount and accumulated amortization of the Company’s intangible assets, net:

		September 27, 2019												September 28, 2018
(In millions)		Gross Carrying Amount				Accumulated Amortization				Net Carrying Amount				Gross Carrying Amount				Accumulated Amortization				Net Carrying Amount
Technologies and patents		$	226.4			$	( 85.9	)		$	140.5			$	136.2			$	( 72.6	)		$	63.6
Customer contracts, supplier relationships and partner relationships		121.1				( 25.7		)		95.4				44.9				( 19.1		)		25.8
Trade names		55.1				( 3.0		)		52.1				3.4				( 1.3		)		2.1
Other		6.1				( 6.1		)		—				6.6				( 5.8		)		0.8
Total intangible with finite lives		408.7				( 120.7		)		288.0				191.1				( 98.8		)		92.3
In-process R&D with indefinite lives		12.7				—				12.7				8.8				—				8.8
Total intangible assets		$	421.4			$	( 120.7	)		$	300.7			$	199.9			$	( 98.8	)		$	101.1

Amortization expense for intangible assets was $ 27.3 million , $ 20.6 million and $ 16.6 million for fiscal years 2019 , 2018 and 2017 , respectively.

As of September 27, 2019 , the Company estimates that its remaining amortization expense for intangible assets with finite lives will be as follows (in millions):

Fiscal Years		Total
2020		$	37.0
2021		35.6
2022		33.5
2023		32.7
2024		25.7
Thereafter		123.5
Total remaining amortization		$	288.0

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

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

As of September 28, 2018 , the Company did not have any short-term borrowings.

On April 3, 2018, the Company entered into a credit agreement (the "Credit Agreement") with certain lenders and Bank of America, N.A. as the administrative agent. The Credit Agreement provided for a five -year revolving credit facility (the "Revolving Credit Facility") in an aggregate principal amount of up to $ 1.8 billion . The Revolving Credit Facility also includes a $ 50.0 million sub-facility for the issuance of letters of credit and permits 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 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.

On November 1, 2019, the Company entered into Amendment No. 2 to Credit Agreement (the “Amendment”) to its Credit Agreement dated as of April 3, 2018. See Note 18, "Subsequent Events" for more information on the Amendment to the Credit Agreement.

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 twelve 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 0.125 % to 0.25 % 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 Company paid commitment fees of $ 2.3 million , $ 0.9 million and $ 0.7 million in fiscal years 2019 , 2018 and 2017 , respectively, related to its borrowings.

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 September 27, 2019 , 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 fiscal year 2019 .

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 2019, the Sumitomo Credit Facility was extended and will expire in February 2020. Borrowings under

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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 September 27, 2019 , the Company did not have an outstanding principal balance on its Sumitomo Credit Facility.

Total Company interest paid on borrowings was $ 3.2 million , $ 4.6 million and $ 9.0 million in fiscal years 2019 , 2018 and 2017 , respectively.

The Company measures all derivatives at fair value on the 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.

			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		$	2.8
Total derivatives			$	2.8

As of September 28, 2018 , the Company did not have any outstanding derivatives designated as hedging instruments. As of September 27, 2019 , and September 28, 2018 , the fair value of the Company's derivatives not designated as hedging instruments were not material. Also, see

Note 1, "Summary of Significant Accounting Policies," for the credit risk associated with the Company’s derivative instruments.

Offsetting of Derivatives

The Company presents its derivative assets and derivative liabilities on a gross basis on the Consolidated Balance Sheets. However, under agreements containing provisions on netting with certain counterparties of foreign exchange contracts, subject to applicable requirements, the Company is allowed to net-settle transactions on the same date in the same currency, with a single net amount payable by one party to the other. As of September 27, 2019 , and September 28, 2018 , there were no potential effects of rights of setoff associated with derivative instruments. The Company is neither required to pledge nor entitled to receive cash collateral related to these derivative transactions.

Cash Flow Hedging Activities

The Company has many transactions denominated in foreign currencies and addresses certain of those financial exposures through a risk management program that includes the use of derivative financial instruments. The Company sells products throughout the world, often in the currency of the customer’s country, and may hedge certain of the larger foreign currency transactions when they are either not denominated in the relevant subsidiary’s functional currency or the U.S. Dollar. These foreign currency sales transactions are hedged using foreign currency forward contracts. The Company may use other derivative instruments in the future. The Company does not enter into foreign currency forward contracts for speculative or trading purposes. Foreign currency forward contracts are entered into several times a quarter and range from one to fifteen months in maturity.

The hedges of foreign currency denominated forecasted revenues are designated and accounted for as cash flow hedges. The designated cash flow hedges de-designate when the anticipated revenues associated with the transactions are recognized and the effective portion in accumulated other comprehensive loss on the Consolidated Balance Sheets is reclassified to revenues in the Consolidated Statements of Earnings. Subsequent changes in fair value of the derivative instrument are recorded in other income, net, in the Consolidated Statements of Earnings to offset changes in fair value of the resulting non-functional currency receivables. For derivative instruments that are designated and qualified as cash flow hedges, the Company formally documents for each derivative instrument at the hedge’s inception, the relationship between the hedging instrument (foreign currency forward contract) and hedged item (forecasted foreign currency revenues), the nature of the risk being hedged and its risk management objective and strategy for undertaking the hedge. The Company records the gain or loss on the derivative instruments that are designated and qualified as cash flow hedges in accumulated other comprehensive loss on the Consolidated Balance Sheets and reclassifies these amounts into revenues in the Consolidated Statements of Earnings in the period in which the hedged transaction is recognized in earnings. The Company assesses hedge effectiveness both at the onset of the hedge and

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on an ongoing basis using regression analysis. The time value of the derivative and hedged item is included in the assessment of hedge effectiveness.

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

	September 27, 2019
(In millions)	Notional Value Sold
Euro	$	76.5
Japanese Yen	56.7
	$	133.2

At the inception of the hedge relationship and quarterly thereafter, the Company assesses whether the likelihood of meeting the forecasted cash flow is highly probable. As of September 28, 2018 , the Company did not have any foreign currency forward contracts designated as cash flow hedges.

The following table presents the amounts, before tax, recognized in accumulated other comprehensive loss on the Consolidated Balance Sheets that are related to the foreign currency forward contracts designated as cash flow hedges:

		Gain (Loss) Recognized in Other Comprehensive Earnings (Loss)
		Fiscal Years
(In millions)		2019				2018				2017
Foreign currency forward contracts		$	3.0			$	( 0.9	)		$	—

As of September 27, 2019 , the net unrealized gain on derivatives, before tax, of $ 2.8 million was included in accumulated other comprehensive loss on the Consolidated Balance Sheets and is expected to be reclassified to earnings over the next 12 months .

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

	Location and Amount of Loss Recognized in Earnings (Loss) on Cash Flow Hedging Relationships
		Twelve Months Ended
		September 27,				September 28,				September 29,
		2019				2018				2017
(In millions)		Revenues				Revenues				Revenues
Total amounts of income and expense line items presented in the Consolidated Statement of Earnings in which the effects of fair value and cash flow hedges are recorded		$	3,225.1			$	2,919.1			$	2,619.3
Gain (loss) on cash flow hedge relationships:
Foreign exchange contracts:
Amount gain (loss) reclassified from other comprehensive earnings (loss) into earnings		$	0.2			$	( 0.9	)		$	—

In fiscal year 2018, the Company adopted ASU 2017-12 and excluded the ineffective portion of the cash flow hedge from the assessment of effectiveness.

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. The Company enters into foreign currency forward contracts to minimize the short-term impact of foreign currency fluctuations on monetary assets and liabilities denominated in currencies other than the U.S. Dollar functional currency. The foreign currency forward contracts are short term in nature, typically with a maturity of approximately one month , and are based on the net forecasted balance sheet exposure. For derivative instruments not designated as hedging instruments, changes in their fair values are recognized in other income, net in the Consolidated Statements of Earnings.

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Changes in the values of these hedging instruments are offset by changes in the values of foreign-currency-denominated assets and liabilities. Variations from the forecasted foreign currency assets or liabilities, coupled with a significant currency rate movement, may result in a material gain or loss if the hedges are not effectively offsetting the change in value of the foreign currency asset or liability. Other than foreign exchange hedging activities, the Company has no other free-standing or embedded derivative instruments.

The notional amount of the Company's outstanding foreign currency forward contracts:

(In millions)		September 27, 2019				September 28, 2018
Notional value sold		$	385.0			$	398.3
Notional value purchased		$	52.3			$	70.3

The following table presents the gains (losses) recognized in the Company's 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		Amount of Gain (Loss) Recognized in Net Earnings on Derivative
		Fiscal Years
(In millions)		2019				2018				2017
Other income, net		$	18.1			$	19.5			$	( 10.9	)

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

Contingent Features

Certain of the Company’s derivative instruments are subject to master agreements which contain provisions that require the Company, in the event of a default, to settle the outstanding contracts in net liability positions by making settlement payments in cash or by setting off amounts owed to the counterparty against any credit support or collateral held by the counterparty. As of September 27, 2019 , and September 28, 2018 , the Company did not have any outstanding derivative instruments with credit-risk-related contingent features that were in a net liability position.

Indemnification Agreements

In conjunction with the sale of the Company’s products in the ordinary course of business, the Company provides 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 its products. The terms of these indemnification arrangements are generally perpetual. Except for losses related to property damages, the maximum potential amount of future payments the Company could be required to make under these arrangements is unlimited. As of September 27, 2019 , the Company had not incurred any significant costs to defend lawsuits or settle claims related to these indemnification arrangements. As a result, the Company believes the estimated fair value of these arrangements is minimal.

VMS has entered into indemnification agreements with its directors and officers and certain of its employees that serve as officers or directors of its foreign subsidiaries that may require VMS to indemnify its 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.

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Product Warranty

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

		Fiscal Years
(In millions)		2019				2018
Accrued product warranty, at beginning of period		$	44.8			$	41.3
Charged to cost of revenues		54.2				55.5
Actual product warranty expenditures		( 55.8		)		( 52.0		)
Accrued product warranty, at end of period		$	43.2			$	44.8

The long-term portion of accrued product warranty costs were $ 3.2 million and $ 3.9 million at September 27, 2019 , and September 28, 2018 , respectively and was included in other long-term liabilities on the Consolidated Balance Sheets.

Lease Commitments

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 follows: $ 32.5 million , $ 26.3 million , $ 20.2 million , $ 14.5 million , $ 10.9 million and $ 49.9 million , respectively. Rental expenses were $ 28.4 million , $ 28.7 million and $ 26.4 million for fiscal years 2019 , 2018 and 2017 , respectively.

Lessor Arrangements

The Company leases some of its equipment to certain customers on operating leases generally over a period of 15 years. 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. As of September 28, 2018 , the Company had $ 19.2 million and $ 1.3 million included in property, plant and equipment and accumulated depreciation, respectively, related to equipment leased to customers. The Company recorded income on these equipment leases of $ 8.8 million and $ 3.8 million during fiscal years ended September 27, 2019 and September 28, 2018 , respectively.

Purchase Obligations

At September 27, 2019 , the Company was committed to purchase obligations to purchase goods or services that are enforceable, are legally binding and non-cancellable. The Company's purchase obligations for fiscal years 2020 through 2024, are as follows: $ 48.9 million , $ 30.8 million , $ 19.3 million , $ 11.3 million , and $ 10.1 million respectively.

Other Commitments

See

Note 15, "Proton Solutions Loans and Investment," for additional information about the Company's commitments for funding development and construction of various proton therapy centers.

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.

The Company also reimburses certain third parties for cleanup activities. The amount the Company spent (net of amounts borne by third parties) on environmental cleanup costs, third-party claim costs, project management costs and legal costs during fiscal years 2019 , 2018 and 2017 , was not material.

With respect to some of these facilities, inherent uncertainties make it difficult to estimate the likelihood of the cost of future cleanup, third-party claims, project management and legal services for the cleanup sites (“Group A Sites”). Nonetheless, as of September 27, 2019 , the Company estimated that, net of third parties' indemnification obligations, future costs associated with environmental remediation liabilities for the Group A Sites would range in total from $ 0.7 million to $ 4.2 million . The time

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frames over which these cleanup project costs are estimated vary, ranging from one year up to thirty years as of September 27, 2019 . Management believes that no amount in that range is more probable of being incurred than any other amount and therefore had accrued $ 0.7 million for these cleanup projects as of September 27, 2019 . The accrued amount has not been discounted to present value due to the uncertainties that make it difficult to develop a single best estimate.

In addition to the Group A Sites, there are other past and present facilities (“Group B Sites”) where the Company believes it has gained sufficient knowledge to better estimate the scope and cost of monitoring, cleanup and management activities. This, in part, is based on agreements with other parties and also cleanup plans approved by or completed in accordance with the requirements of the governmental agencies having jurisdiction. As of September 27, 2019 , the Company estimated that the Company’s future exposure on the Group B Sites, net of third parties' indemnification obligations, for the costs at these facilities, and reimbursements of third-party’s claims for these facilities, ranged in total from $ 3.6 million to $ 18.7 million . The time frames over which these costs are estimated to be incurred vary, ranging from zero to thirty years as of September 27, 2019 . As to each of these facilities, management determined that a particular amount within the range of estimated costs was a better estimate than any other amount within the range, and that the amount and timing of these future costs were reliably determinable. The best estimate within that range was $ 4.5 million at September 27, 2019 . Accordingly, the Company had accrued $ 4.1 million for these costs as of September 27, 2019 , which represented the best estimate discounted at 4 % , net of inflation. This accrual is in addition to the $ 0.7 million described for the Group A Sites.

The table that follows presents information about the Company’s liabilities for future environmental costs at September 27, 2019 , based on estimates as of that date.

(In millions)		Recurring Costs				Non-Recurring Costs				Total Anticipated Future Costs
Fiscal Years:
2020		$	0.4			$	0.9			$	1.3
2021		0.4				0.3				0.7
2022		0.3				0.2				0.5
2023		0.3				0.1				0.4
2024		0.3				0.4				0.7
Thereafter		0.7				0.9				1.6
Total costs		$	2.4			$	2.8			$	5.2
Less imputed interest										0.4
Reserve amount										$	4.8

Recurring costs include expenses for such tasks as the ongoing operation, maintenance and monitoring of cleanup. Non-recurring costs include expenses for such tasks as soil excavation and treatment, installation of injection and monitoring wells, other costs for soil and groundwater treatment by injection, construction of ground and surface water treatment systems, soil and groundwater investigation, governmental agency costs required to be reimbursed by the Company, removal and closure of treatment systems and monitoring wells, and the defense and settlement of pending and anticipated third-party claims.

These amounts are only estimates of anticipated future costs. The amounts the Company will actually spend may be greater than these estimates. 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 evaluates its liability for investigation and cleanup costs in light of the obligations and apparent financial strength of potential third parties and insurance companies to which the Company believes it has rights to indemnity or reimbursement. The Company has an agreement with an insurance company under which that insurer has agreed to pay a portion of the Company’s past and future environmental related expenditures. Receivables, net of the portion due to third parties who reimburse the Company, from that insurer amounted to $ 1.1 million and $ 1.4 million at September 27, 2019 and September 28, 2018 , respectively, with the respective current portion included in prepaid expenses and other current assets and the respective noncurrent portion included in other assets on the Consolidated Balance Sheets. The payable portion to that insurer is included in other long-term liabilities on the Consolidated Balance Sheets. The Company believes that this receivable is recoverable, because it is based on a binding, written settlement agreement with an insurance company that appears to be financially viable and who has paid the Company’s claims in the past.

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The availability of the indemnities of third parties' will depend upon the future of their financial strength. Given the long-term nature of some of the liabilities, the third parties may be unable to fund the indemnities in the future. It is also possible that a court would disregard this contractual allocation among the parties and require the Company to assume responsibility for obligations allocated to another party, particularly if the other party were to refuse or was unable to pay any of its allocated share. In addition, the Amended and Restated Distribution Agreement dated as of January 14, 1999 and other associated agreements that govern the Spin-offs generally provide that if a court prohibits a company from satisfying its shared indemnification obligations, the indemnification obligations will be shared equally by the two other companies.

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, and therefore no amounts have been accrued.

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 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 their outcomes are not predictable with assurance. The Company is unable to estimate 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.

The Company sponsors the Varian Medical Systems, Inc. Retirement Plan (the “Retirement Plan”) — a defined contribution plan that is available to substantially all of its employees in the United States. Under Section 401(k) of the Internal Revenue Code, the Retirement Plan allows for tax-deferred salary contributions by eligible employees. Participants can contribute from 1 % to 25 % of their eligible compensation to the Retirement Plan on a pre-tax or Roth basis (plus up to an additional 15 % on an after-tax basis if they have more than one year of service with the Company) and all or a portion of their bonuses under the Employee Incentive Plan. However, participant contributions are limited to a maximum annual amount as determined periodically by the Internal Revenue Service. The Company matches eligible participant contributions dollar for dollar for the first 6 % of eligible base compensation or bonus without a waiting period. Employees are immediately vested in their own contributions to the Retirement Plan. Employees hired on or after July 1, 2017 are 100% vested in the company matching contributions after one year of service. All matching contributions vest immediately upon satisfaction of the service requirement.

The Company also has a defined contribution plan that is available to regular full-time employees in the United Kingdom (the “U.K. Savings Plan”). Participants can contribute from 4 % to 100 % of their eligible compensation to the U.K. Savings Plan subject to a maximum annual amount determined by certain tax rules. The Company matches participant contributions up to 6 % of participants’ eligible compensation, based on the participants’ level of contributions under this U.K. Savings Plan. All matching contributions vest immediately.

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 Company recognizes the funded status of its defined benefit pension and post-retirement benefit plans on its Consolidated Balance Sheets. Each overfunded plan is recognized as an asset, and each underfunded plan is recognized as a liability. Unrecognized prior service costs or credits and net actuarial gains or losses, as well as subsequent changes in the funded status are recognized as a component of accumulated other comprehensive loss within Stockholders’ equity.

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Total retirement, post-retirement benefit plan and defined benefit plan expense for all retirement plans amounted to $ 33.2 million , $ 30.2 million and $ 30.1 million for fiscal years 2019 , 2018 and 2017 , respectively. The Company's post-retirement benefit plan is not presented in any of the following information as it is not material.

Obligations and Funded Status

The following table presents the funded status of the defined benefit pension plans:

(In millions)	September 27, 2019				September 28, 2018
Change in benefit obligation:
Benefit obligation - beginning of fiscal year	$	225.7			$	230.7
Service cost	7.2				7.1
Interest cost	3.7				3.2
Plan participants’ contributions	12.2				13.0
Plan amendments	0.8				( 2.2		)
Plan settlements	( 4.2		)		( 6.5		)
Actuarial (gain) loss	54.5				( 10.1		)
Foreign currency changes	( 6.4		)		( 3.5		)
Benefit and expense payments	( 6.1		)		( 6.0		)
Benefit obligation - end of fiscal year	$	287.4			$	225.7
Change in plan assets:
Plan assets - beginning of fiscal year	$	224.7			$	215.1
Employer contributions	8.7				9.0
Actual return on plan assets	28.5				3.6
Plan participants’ contributions	12.2				13.0
Plan settlements	( 4.2		)		( 6.5		)
Foreign currency changes	( 6.2		)		( 3.5		)
Benefit and expense payments	( 5.9		)		( 6.0		)
Plan assets - end of fiscal year	$	257.8			$	224.7
Funded status	$	( 29.6	)		$	( 1.0	)
Amounts recognized within the consolidated balance sheet:
Other assets	$	1.5			$	7.6
Other long-term liabilities	( 31.1		)		( 8.6		)
Net amount recognized	$	( 29.6	)		$	( 1.0	)

The following table presents the amounts recognized in accumulated other comprehensive loss, before tax, for the defined benefit pension plans:

(In millions)	September 27, 2019				September 28, 2018
Prior service credit	$	6.2			$	7.7
Net loss	( 81.0		)		( 51.8		)
Accumulated other comprehensive loss	$	( 74.8	)		$	( 44.1	)

The following table presents the projected benefit obligation, accumulated benefit obligation and fair value of plan assets for those defined benefit pension plans where accumulated benefit obligations exceeded the fair value of plan assets:

(In millions)	September 27, 2019				September 28, 2018
Projected benefit obligation	$	20.2			$	15.4
Accumulated benefit obligation	$	18.4			$	14.3
Fair value of plan assets	$	12.4			$	13.0

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The accumulated benefit obligation for all defined benefit pension plans was $ 232.3 million and $ 203.3 million at September 27, 2019 and September 28, 2018 , respectively.

Components of Net Periodic Benefit Cost and Other Amounts Recognized in Other Comprehensive Earnings (Loss)

The following table shows the components of the Company’s net periodic benefit costs and the other amounts recognized in other comprehensive earnings (loss), before tax, for the Company’s defined benefit pension plans:

		Fiscal Years
(In millions)		2019				2018				2017
Net Periodic Benefit Costs:
Service cost		$	7.2			$	7.1			$	7.1
Interest cost		3.7				3.2				2.4
Loss due to settlement		0.9				1.0				1.4
Expected return on assets		( 6.3		)		( 7.9		)		( 7.1		)
Amortization of prior service cost		( 0.9		)		( 0.7		)		( 0.5		)
Recognized actuarial loss		2.2				2.9				4.3
Net periodic benefit cost		6.8				5.6				7.6
Other Amounts Recognized in Other Comprehensive (Earnings) Loss:
New prior service cost (credit)		0.8				( 2.2		)		( 5.0		)
Net (gain) loss arising during the year		32.3				( 5.8		)		( 12.2		)
Amortization of prior service cost		0.8				0.7				0.5
Amortization or settlement of net actuarial loss		( 3.1		)		( 4.0		)		( 5.7		)
Total recognized in other comprehensive (earnings) loss		30.8				( 11.3		)		( 22.4		)
Total recognized in net periodic benefit cost and other comprehensive (earnings) loss		$	37.6			$	( 5.7	)		$	( 14.8	)

The amounts in accumulated other comprehensive loss that are expected to be recognized as components of net periodic benefit cost during fiscal year 2020 for the Company’s defined benefit pension plans are as follows:

(In millions)		Total
Prior service credit		$	0.7
Net loss		( 4.2		)
Total		$	( 3.5	)

Assumptions

The assumptions used to determine net periodic benefit cost and to compute the expected long-term return on assets for the Company’s defined benefit pension plans were as follows:

		Fiscal Years
Net Periodic Benefit Cost		2019			2018			2017
Discount rate		1.69	%		1.40	%		1.03	%
Rate of compensation increase		2.37	%		2.40	%		2.33	%
Expected long-term return on assets		2.85	%		3.66	%		3.56	%

The assumptions used to measure the benefit obligation for the Company’s defined benefit pension plans were as follows:

Benefit Obligation		September 27, 2019			September 28, 2018
Discount rate		0.63	%		1.69	%
Rate of compensation increase		2.27	%		2.37	%

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The benefit obligation of defined benefit pension plans was measured as of September 27, 2019 . The discount rate was adjusted as of September 27, 2019 to a range of 0.10 % to 1.80 % , primarily based on the current effective yield of long-term corporate bonds that are of high quality with satisfactory liquidity and credit rating with durations corresponding to the expected duration of the benefit obligations. Additionally, the rate of projected compensation increase was adjusted as of September 27, 2019 to a range of 1.75 % to 3.50 % , reflecting expected inflation levels and the Company’s future outlook.

During the fourth quarter of fiscal year 2019 , the Company reviewed the expected long-term rate of return on defined benefit pension plan assets. This review consisted of forward-looking projections for the risk-free rate of return, inflation rate and implied equity risk premiums for particular asset classes. The results of this review were applied to the target asset allocation in accordance with the Company’s planned investment strategies, which are implemented by outside investment managers. The expected long-term rate of return on plan assets was determined based on the weighted average of projected returns on each asset class.

Plan Assets

For the defined benefit pension plans, the investment objectives of the Company are to generate returns that will enable the defined benefit pension plans to meet their future obligations. The precise amount of these obligations depends on future events, including the life expectancies of the pension plans’ members and the level of salary increases. The obligations are estimated using actuarial assumptions, based on the current economic environment. The investment strategy depends on the country in which the defined benefit pension plan applies. The investment objectives of some defined benefit pension plans are more conservative than others. In general, the investment strategy of the defined benefit pension plans is to balance the requirement to generate return using higher-returning assets such as equity securities, with the need to control risk with less volatile assets, such as fixed-income securities. Risks include, among others, the likelihood of the defined benefit pension plans becoming underfunded, thereby increasing their dependence on contributions from the Company. Within each asset class, investment managers give consideration to balancing the portfolio among industry sectors, geographies, interest rate sensitivity, dependence on economic growth, currency and other factors that affect investment returns. The target allocation as of the end of fiscal year 2019 was 22 % equities, 51 % debt and fixed income assets, 15 % real estate, and 12 % other.

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The following table presents the Company’s defined benefit pension plans’ major asset categories, their associated fair values, as well as the actual allocation of equity, debt and fixed income, real estate and all other types of investments:

(In millions)		Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)				Total
As of September 27, 2019:
Investment funds:
Mutual funds - equities		$	—			$	51.9			$	—			$	51.9
Mutual funds - debt		—				112.5				—				112.5
Hedge funds		—				4.0				—				4.0
Mutual funds - real estate		—				43.9				—				43.9
Other		—				27.1				—				27.1
Assets held by insurance company:
Insurance contracts		—				13.0				—				13.0
Cash and cash equivalents		1.8				—				—				1.8
Total		$	1.8			$	252.4			$	—			$	254.2
As of September 28, 2018:
Investment funds:
Mutual funds - equities		$	—			$	29.5			$	—			$	29.5
Mutual funds - debt		—				45.2				—				45.2
Mutual funds - real estate		—				9.0				—				9.0
Other		—				23.7				—				23.7
Assets held by insurance company:
Insurance contracts		—				116.1				—				116.1
Cash and cash equivalents		1.2				—				—				1.2
Total		$	1.2			$	223.5			$	—			$	224.7

Valuation Techniques

Debt securities are valued at the closing price reported on the stock exchange on which the individual securities are traded. Mutual funds held in trust or similar entities include investments in publicly traded mutual funds and are typically valued using the net asset value provided by the administrator of the fund. Insurance contracts are valued by the insurer using the cash surrender value, which is the amount a plan would receive if a contract was terminated. Cash includes deposits and money market accounts, which are valued at their cost plus interest on a daily basis, which approximates fair value. There were no significant changes in valuation techniques during fiscal years 2019 and 2018 .

Estimated Contributions and Future Benefit Payments

The Company made contributions of $ 8.7 million to the defined benefit pension plans during fiscal year 2019 , compared to $ 9.0 million in fiscal year 2018 and $ 8.2 million in fiscal year 2017 . The Company expects total contributions to the defined benefit pension plans for fiscal year 2020 will be approximately $ 9.2 million .

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Estimated future benefit payments to the defined benefit pension plans at September 27, 2019 were as follows:

(In millions)		Future Benefit Payments
Fiscal Years:
2020		$	7.0
2021		8.4
2022		8.2
2023		7.6
2024		9.3
Thereafter		45.6
Total		$	86.1

The Company accounts for income taxes under an asset and liability approach where deferred income taxes are based upon enacted tax laws and rates applicable to the periods in which the taxes become payable.

Taxes on earnings from continuing operations were as follows:

		Fiscal Years
(In millions)		2019				2018				2017
Current provision:
Federal		$	39.0			$	188.3			$	30.9
State and local		5.2				8.0				4.3
Foreign		69.3				47.9				67.5
Total current		113.5				244.2				102.7
Deferred provision (benefit):
Federal		4.0				43.7				( 18.3		)
State and local		2.8				( 3.3		)		( 0.2		)
Foreign		8.3				17.2				( 7.1		)
Total deferred		15.1				57.6				( 25.6		)
Taxes on earnings		$	128.6			$	301.8			$	77.1

Earnings from continuing operations before taxes are generated from the following geographic areas:

		Fiscal Years
(In millions)		2019				2018				2017
United States		$	136.4			$	168.4			$	77.2
Foreign		284.4				283.7				225.9
Total earnings before taxes		$	420.8			$	452.1			$	303.1

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The effective tax rate on continuing operations differs from the U.S. federal statutory tax rate as a result of the following:

		Fiscal Years
		2019			2018			2017
Federal statutory income tax rate		21.0	%		24.6	%		35.0	%
Impact of U.S. Tax Reform		2.1	%		46.3	%		—	%
State and local taxes, net of federal tax benefit		2.6	%		0.5	%		0.9	%
Non-U.S. income taxed at different rates, net		1.5	%		( 0.6	)%		( 8.4	)%
Foreign-derived intangible income deduction		( 1.4	)%		—	%		—	%
Resolution of tax contingencies due to expiration of statutes of limitation		( 1.8	)%		( 2.5	)%		( 1.7	)%
Excess stock deduction		( 1.6	)%		( 1.5	)%		—	%
Goodwill impairment		2.5	%		—	%		—	%
Change in acquirer's deferred taxes related to purchase accounting		0.7	%		( 1.8	)%		—	%
In-process R&D expense		1.1	%		—	%		—	%
Other		3.9	%		1.8	%		( 0.4	)%
Effective tax rate		30.6	%		66.8	%		25.4	%

During fiscal year 2019, the Company's effective tax rate was higher than the U.S. federal statutory rate primarily because the current period includes a goodwill impairment charge and an in-process R&D expense, neither of which generate a tax benefit for the Company . A s a result of finalizing the impact of the Tax Cuts and Jobs Act (the "Act"), the Company recognized a tax expense of $ 6.2 million in fiscal year ended September 27, 2019. The Company recognized a total tax expense related to the Act of $ 214.0 million as of September 27, 2019 as compared to the provisional estimate of $ 207.8 million recognized as of September 28, 2018. The current period also includes the impact of several provisions of the Act that take effect for the Company for the first time in the fiscal year ending September 27, 2019, including a new minimum tax on certain foreign earnings (the Global Intangible Low-taxed Income, or "GILTI"), a new tax on certain payments to foreign related parties (the Base Erosion and Anti-avoidance Tax), a new incentive for foreign-derived intangible income, changes to the limitation on the deductibility of certain executive compensation, and new limitations on the deductibility of interest expense. The Company has elected to account for GILTI as a period cost rather than on a deferred basis. The current period also reflects the fact that, as the Company has a September fiscal year end, the lower 21% federal rate is now fully phased in; that is, it is applicable to our domestic earnings for the full fiscal year ending September 27, 2019.

During fiscal year 2018, the Company’s effective tax rate was higher than the U.S. federal statutory rate primarily because it included the tax effect of a change in law due to the enactment of the Act. Among other changes, the Act reduced the U.S. corporate tax rate from 35% to 21%, and imposed a one-time transition tax on the unremitted earnings of the Company's foreign subsidiaries.

During fiscal year 2017 , the Company’s effective tax rate was lower than 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. This reduction is partly offset by the fact that the Company’s domestic earnings are also subject to state income taxes.

The Company adopted the FASB guidance related to intra-entity transfers of assets other than inventory in the first quarter of fiscal year 2019. This standard changes the treatment of the tax effect of transfers of property other than inventory among the entities within a registrant's consolidated group. Under the prior standard, the tax effect related to the transfer of property other than inventory from one member of the group to another was recorded to prepaid income taxes, which is included in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. Under the new standard, the tax effect related to the transfer of property other than inventory from one member of the group to another is recorded as a discrete item to taxes on earnings in the Condensed Consolidated Statements of Earnings. The Company recorded a cumulative effect of a change in accounting principle of $ 0.2 million as of September 29, 2018, as a result of adopting the new standard. The Company expects that the new standard may cause its effective tax rate to be more volatile and less predictable going forward.

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Significant components of deferred tax assets and liabilities are as follows:

	September 27,				September 28,
(In millions)	2019				2018
Deferred Tax Assets:
Deferred revenues	$	21.1			$	13.2
Deferred compensation	33.9				34.6
Product warranty	5.5				7.5
Inventory adjustments	6.0				7.6
Share-based compensation	12.4				13.7
Environmental reserve	1.8				2.2
Accruals and reserves	11.8				12.1
Net operating loss carryforwards	120.7				132.0
Other	37.1				24.2
	250.3				247.1
Valuation allowance	( 99.7		)		( 101.6		)
Total deferred tax assets	150.6				145.5
Deferred Tax Liabilities:
Tax-deductible goodwill	( 20.7		)		( 31.6		)
Intangibles	( 61.7		)		( 6.7		)
Property, plant and equipment	( 7.1		)		( 9.4		)
Unremitted earnings of foreign subsidiaries	( 34.1		)		( 20.4		)
Other	( 17.6		)		( 6.6		)
Total deferred tax liabilities	( 141.2		)		( 74.7		)
Net deferred tax assets	$	9.4			$	70.8
Reported As:
Deferred tax assets	$	84.7			$	102.2
Net current deferred tax liabilities (included in accrued liabilities)	( 75.3		)		( 31.4		)
Net deferred tax assets	$	9.4			$	70.8

The Company has federal net operating loss carryforwards of approximately $ 8.1 million expiring between 2020 and 2031 . The federal net operating loss carryforwards are subject to an annual limitation of $ 0.8 million per year. The Company has state net operating loss carryforwards of $ 5.7 million expiring between 2021 and 2032 . The Company has foreign net operating loss carryforwards of $ 382.3 million with an indefinite life. Of this amount, $ 22.1 million is unavailable to the Company under local loss utilization rules.

The valuation allowance relates primarily to net operating losses in certain foreign jurisdictions where, based on the weight of available evidence, it is more likely than not that the tax benefit of the net operating losses will not be realized. The valuation allowance decreased by $ 1.9 million , and $ 4.2 million in fiscal years 2019 and 2018, respectively, and increased by $ 26.2 million in fiscal year 2017 .

Income taxes paid were as follows:

		Fiscal Years
(In millions)		2019				2018				2017
Federal income taxes paid, net		$	50.5			$	10.6			$	62.0
State, income taxes paid, net		11.9				7.2				5.0
Foreign income taxes paid, net		66.1				68.2				77.1
Total income taxes paid, net		$	128.5			$	86.0			$	144.1

The Company accounts for uncertainty in income taxes following a two-step approach for recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining whether the weight of available evidence indicates that it is more likely than not that, based on the technical merits, the position will be sustained on audit,

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including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement.

Changes in the Company’s unrecognized tax benefits were as follows:

		Fiscal Years
(In millions)		2019				2018				2017
Unrecognized tax benefits balance–beginning of fiscal year		$	43.5			$	42.7			$	40.7
Additions based on tax positions related to a prior year		0.2				1.1				1.4
Reductions based on tax positions related to a prior year		( 0.8		)		( 3.0		)		( 0.3		)
Additions based on tax positions related to the current year		13.2				14.8				5.8
Settlements		—				( 2.8		)		—
Reductions resulting from the expiration of the applicable statute of limitations		( 6.3		)		( 9.3		)		( 4.9		)
Unrecognized tax benefits balance–end of fiscal year		$	49.8			$	43.5			$	42.7

As of September 27, 2019 , the total amount of gross unrecognized tax benefits was $ 49.8 million . Of this amount, $ 30.7 million would affect the effective tax rate if recognized. The difference would be offset by changes to deferred tax assets and liabilities.

The Company includes interest and penalties related to income taxes within taxes on earnings on the Consolidated Statements of Earnings. As of September 27, 2019 , the Company had accrued $ 7.5 million for the payment of interest and penalties related to unrecognized tax benefits. During fiscal year 2019 , a net charge of $ 0.9 million related to interest and penalties was included in taxes on earnings in the Consolidated Statements of Earnings. As of September 28, 2018 , the Company had accrued $ 6.6 million for the payment of interest and penalties related to unrecognized tax benefits. During fiscal year 2018 , a net benefit of $ 1.8 million related to interest and penalties was included in taxes on earnings in the Consolidated Statements of Earnings.

The Company files U.S. federal, U.S. state, and foreign tax returns. The Company’s U.S. federal tax returns are generally no longer subject to tax examinations for years prior to 2016. The Company has significant operations in Switzerland. The Company’s Swiss tax returns are generally no longer subject to tax examinations for years prior to 2015. For U.S. states and other foreign tax returns, the Company is generally no longer subject to tax examinations for years prior to 2007.

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, 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 September 27, 2019 , approximately 2.2 million shares of VMS common stock remained available for repurchase under the November 2016 authorization.

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

	Fiscal Years
(In millions, except per share amounts)	2019				2018				2017
Number of shares	1.4				1.6				3.3
Average repurchase price per share	$	121.76			$	112.63			$	90.63
Total cost	$	166.7			$	181.9			$	294.5

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Other Comprehensive Earnings

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 30, 2016		$	( 63.3	)		$	—			$	( 37.5	)		$	( 100.8	)
Other comprehensive earnings before reclassifications		19.8				—				12.8				32.6
Amounts reclassified out of other comprehensive earnings (loss)		3.4				—				—				3.4
Tax expense		( 4.0		)		—				—				( 4.0		)
Balance at September 29, 2017		( 44.1		)		—				( 24.7		)		( 68.8		)
Other comprehensive earnings (loss) before reclassifications		9.0				( 0.9		)		( 5.4		)		2.7
Amounts reclassified out of other comprehensive earnings (loss)		1.7				0.9				—				2.6
Tax expense		( 1.8		)		—				—				( 1.8		)
Balance at September 28, 2018		( 35.2		)		—				( 30.1		)		( 65.3		)
Other comprehensive earnings (loss) before reclassifications		( 32.3		)		3.0				( 12.4		)		( 41.7		)
Amounts reclassified out of other comprehensive earnings (loss)		1.5				( 0.2		)		—				1.3
Tax benefit (expense)		4.3				( 0.7		)		—				3.6
Balance at September 27, 2019		$	( 61.7	)		$	2.1			$	( 42.5	)		$	( 102.1	)

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

		Fiscal Years
Comprehensive Earnings (Loss) Components		2019				2018				2017				Line Item in Statements of Earnings
Unrealized loss on defined benefit pension and post-retirement benefit plans		$	( 1.5	)		$	( 1.7	)		$	( 3.4	)		Other income, net
Unrealized earnings (loss) on cash flow hedging instruments		0.2				( 0.9		)		—				Revenues
Total amounts reclassified out of other comprehensive earnings (loss)		$	( 1.3	)		$	( 2.6	)		$	( 3.4	)

Employee Stock Plans

Varian's 2005 Omnibus Stock Plan was last amended and restated in December 2017 and approved by VMS’s stockholders at the 2018 Annual Meeting of Stockholders (as amended and restated, the “2005 Plan”). The maximum number of shares issuable under the 2005 Plan is (a) 31.0 million , plus (b) the number of shares authorized for issuance, but never issued, under previously approved plans, plus (c) the number of shares subject to awards previously granted under previously approved plans that terminate, expire, or lapse, plus (d) amounts granted in substitution of options in connection with certain transactions. Pursuant to the 2005 Plan, the Company may grant stock options, restricted stock units, performance units, performance-based options, cash-settled stock appreciation rights to employees, and restricted stock units to directors. Stock options and cash-settled stock appreciation rights generally vest and become exercisable over three years from the date of grant and restricted stock unit awards generally vest over a period of three years from the date of grant (one year in the case of directors). Performance units and performance-based options generally vest over a three-year performance period based on specified performance targets which are set by the Compensation and Management Development Committee of the Board of Directors at the beginning of the performance period. The award agreements documenting such awards contain certain provisions that

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provide for continued and/or accelerated vesting in the event of retirement, disability and death, and proration in the event of retirement.

The fair value of stock options, performance-based options and cash-settled stock appreciation rights granted under the 2005 Plan and the option component of the shares purchased under the Employee Stock Purchase Plan (which is described further below) were estimated at the date of grant using the Black-Scholes model with the following weighted average assumptions:

		Employee Stock Option Plans												Employee Stock Purchase Plans
		Fiscal Years												Fiscal Years
		2019				2018				2017				2019				2018				2017
Expected term (in years)		3.76				3.83				3.99				0.50				0.50				0.50
Risk-free interest rate		2.4		%		2.3		%		1.7		%		2.5		%		1.6		%		0.7		%
Expected volatility		23.6		%		19.1		%		21.3		%		22.8		%		25.2		%		20.3		%
Expected dividend		—		%		—		%		—		%		—		%		—		%		—		%
Weighted average fair value at grant date		$	27.20			$	20.88			$	16.12			$	26.76			$	24.56			$	18.92

The expected term represents the weighted average period the equity awards or Employee Stock Purchase Plan purchase rights are expected to remain outstanding. The expected term is based on the observed and expected time to post-vesting exercise and post-vesting cancellations by Company employees. The Company used a combination of historical and implied volatility of its traded options, or blended volatility, in deriving the expected volatility assumption. The risk-free interest rate assumption is based upon observed interest rates appropriate for the term of the equity awards or Employee Stock Purchase Plan purchase rights. The dividend yield assumption is based on the Company’s history and expectation of no dividend payouts.

As share-based compensation expense recognized in the Consolidated Statements of Earnings is based on awards ultimately expected to vest.

The table below summarizes the effect of recording share-based compensation expense:

		Fiscal Years
(In millions)		2019				2018				2017
Cost of revenues - Product		$	2.9			$	3.1			$	3.0
Cost of revenues - Service		4.5				4.2				4.1
Research and development		4.7				4.8				5.1
Selling, general and administrative		35.8				34.3				27.0
Total share-based compensation expense		$	47.9			$	46.4			$	39.2
Income tax benefit for share-based compensation		$	( 9.2	)		$	( 10.5	)		$	( 11.5	)

The table below summarizes the effect of recording pre-tax share-based compensation expense for equity awards:

		Fiscal Years
(In millions)		2019				2018				2017
Restricted stock units (1)		$	21.1			$	21.6			$	22.8
Performance units and performance options		13.6				12.1				3.4
Stock options		8.6				8.5				9.2
Employee stock purchase plan		4.5				4.2				3.8
Cash-settled stock appreciation rights		0.1				—				—
Total share-based compensation expense		$	47.9			$	46.4			$	39.2

(1)	Restricted stock units include restricted units granted to directors.

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Activity under the Company’s employee stock plans related to stock options and performance-based options is presented below:

		Options Outstanding
(In millions, except per share amounts)		Number of Shares			Weighted Average Exercise Price
Balance at September 28, 2018 (3.7 million options exercisable at a weighted average exercise price of $74.14)		2.3			$	85.82
Granted		0.6			123.33
Canceled, expired or forfeited		( 0.1	)		107.50
Exercised		( 0.6	)		77.11
Balance at September 27, 2019		2.2			$	97.66

The total pre-tax intrinsic value of stock options exercised was $ 31.0 million , $ 28.3 million and $ 25.6 million in fiscal years 2019 , 2018 and 2017 , respectively. The total fair value of stock options vested was $ 9.3 million , $ 9.6 million and $ 9.7 million in fiscal years 2019 , 2018 and 2017 , respectively.

The following table summarizes information related to stock options outstanding and exercisable under the Company’s employee stock plans at September 27, 2019 :

		Options Outstanding													Options Exercisable
Range of Exercise Prices		Number of Shares			Weighted Average Remaining Contractual Term (in years)		Weighted Average Exercise Price				Aggregate Intrinsic Value (1)				Number of Shares			Weighted Average Remaining Contractual Term (in years)			Weighted Average Exercise Price				Aggregate Intrinsic Value (1)
(In millions, except years and per share amounts)
$60.91 - $77.49		0.4			2.8		$	68.12			$	22.4			0.5			2.8			$	68.12			$	22.4
$80.40 - $99.26		0.6			3.6		81.66				22.5				0.5			3.5			81.34				19.4
$107.32 - $118.27		0.7			5.5		111.07				5.1				0.2			5.3			112.66				1.0
$118.76 - $131.77		0.5			6.3		127.10				—				—			—			—				—
Total		2.2			4.6		$	97.66			$	50.0			1.2			3.5			$	80.98			$	42.8

(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 $ 118.16 as of September 27, 2019 , the last trading date of fiscal year 2019 , 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 September 27, 2019 , there was $ 19.4 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.

The activity for restricted stock, 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 28, 2018		0.8			$	89.17
Granted		0.3			124.73
Vested		( 0.3	)		82.38
Canceled or expired		( 0.1	)		91.30
Balance at September 27, 2019		0.7			$	108.35

The total grant-date fair value of restricted stock units, deferred stock units and performance units was $ 36.9 million , $ 33.7 million and $ 31.4 million in fiscal years 2019 , 2018 and 2017 , respectively. The total fair value of restricted stock, restricted stock units, deferred stock units and performance units that vested was $ 43.9 million , $ 36.9 million and $ 29.8 million in fiscal years 2019 , 2018 and 2017 , respectively.

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As of September 27, 2019 , unrecognized compensation expense totaling $ 41.4 million was related to restricted stock, 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 1.8 years. The Company withheld 0.1 million shares with a fair value of $ 14.5 million to cover employees’ minimum withholding taxes due at vesting and/or settlement of such awards in fiscal year 2019 .

Employee Stock Purchase Plan

In February 2010, VMS’s stockholders approved the 2010 Employee Stock Purchase Plan (the “2010 ESPP”). The 2010 ESPP provides eligible employees with an opportunity to purchase shares of VMS common stock at 85 % of the lower of its fair market value at the start and end of a six -month purchase period. The 2010 ESPP provides for the purchase of up to seven million shares of VMS common stock.

VMS issued approximately 0.2 million shares for $ 16.9 million in fiscal year 2019 and approximately 0.2 million shares for $ 15.7 million in fiscal year 2018. At September 27, 2019 , 5.0 million shares were available for issuance under the 2010 ESPP.

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

		Fiscal Years
(In millions, except per share amounts)		2019				2018				2017
Net earnings from continuing operations		$	292.2			$	150.3			$	226.0
Less: Net earnings from continuing operations attributable to noncontrolling interests		0.3				0.4				0.6
Net earnings from continuing operations attributable to Varian		291.9				149.9				225.4
Net loss from discontinued operations		—				—				( 6.8		)
Less: Net earnings from discontinued operations attributable to noncontrolling interests		—				—				0.1
Net loss from discontinued operations attributable to Varian		$	—			$	—			$	( 6.9	)
Net earnings attributable to Varian		$	291.9			$	149.9			$	218.5
Denominator:
Weighted average shares outstanding - basic		91.0				91.5				92.5
Dilutive effect of potential common shares		0.9				1.0				0.7
Weighted average shares outstanding - diluted		91.9				92.5				93.2
Net earnings (loss) per share attributable to Varian - basic
Continuing operations		$	3.21			$	1.64			$	2.44
Discontinued operations		—				—				( 0.08		)
Net earnings per share - basic		$	3.21			$	1.64			$	2.36
Net earnings (loss) per share attributable to Varian - diluted
Continuing operations		$	3.18			$	1.62			$	2.42
Discontinued operations		—				—				( 0.07		)
Net earnings per share - diluted		$	3.18			$	1.62			$	2.35
Anti-dilutive employee share-based awards, excluded		0.9				0.7				0.2

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"), GPTC and the Delray Radiation Therapy Center.

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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:

	September 27, 2019								September 28, 2018
(In millions)	Balance				Commitment				Balance				Commitment
Notes receivable and secured debt:
NYPC loan (1)	$	31.8			$	—			$	28.0			$	—
RPTC senior secured debt (2)	23.5				—				24.9				—
Proton International LLC loan (1)	1.8				—				1.7				—
	$	57.1			$	—			$	54.6			$	—
Available-for-sale Securities:
MPTC Series B-1 Bonds (2)	$	27.1			$	—			$	25.1			$	—
MPTC Series B-2 Bonds (1)	25.1				—				23.1				—
GPTC securities (3)	—				—				7.9				—
APTC securities (2)	6.6				—				6.4				—
	$	58.8			$	—			$	62.5			$	—
CPTC Loans and Investment:
Short-term revolving loan (3)	$	5.3			$	1.9			$	3.7			$	3.5
Term loan (1)	44.0				—				44.0				—
Equity investment in CPTC (1)	—				—				2.2				—
	$	49.3			$	1.9			$	49.9			$	3.5

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

(2)	Included in other assets at September 27, 2019 , and prepaid and other current assets at September 28, 2018 , on the Company's Consolidated Balance Sheets.

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

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.

At September 27, 2019 , the Company had $ 2.1 million in unbilled receivables from APTC. At September 28, 2018 , the Company did not have any trade and unbilled receivables 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 Euros or $ 24.5 million . By purchasing the senior secured debt, the Company has a right to 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 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. In September 2019, the Company reclassified its senior secured debt to long-term other assets because it now expects the bankruptcy proceedings to be complete in fiscal year 2021.

At both September 27, 2019 and September 28, 2018 , the Company had $ 4.6 million and $ 4.5 million , respectively, in trade receivables, net, for RPTC, which does not include any unbilled accounts receivable.

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Georgia Proton Treatment Center ("GPTC") Security

In July 2017 and July 2018, the Company purchased a total of $ 16.1 million in Senior Capital Appreciation Bonds ("Senior Bonds") which financed the GPTC. In September 2018 and June 2019, the Company sold all of its Senior Bonds for a total of $ 16.8 million , which included payment of accrued interest.

New York Proton Center ("NYPC") Loan

In July 2015, the Company committed to loan up to $ 91.5 million to MM Proton I, LLC. 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. As of September 27, 2019 , the Subordinate Loan is $ 31.8 million , including accrued interest. The principal balance and accrued interest on the Subordinate Loan are due in full at maturity in January 2022.

In addition to the outstanding loan, as of September 27, 2019 , the Company had $ 16.6 million of trade and unbilled receivables, which included $ 6.0 million in unbilled receivables, and as of September 28, 2018 , the Company had $ 24.1 million in unbilled receivables from NYPC.

Maryland Proton Treatment Center ("MPTC") Loans and Securities

In August 2018, MPTC refinanced its then outstanding subordinated debt, including accrued interest, and notes receivable balances. As part of the refinancing, in exchange for its then outstanding subordinated loan, the Company received $ 22.9 million in 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. In exchange for its outstanding deferred equipment payment arrangement, the Company also received $ 6.0 million in cash and $ 25.0 million in 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 until 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.

As of September 27, 2019 , the Company had zero net trade and unbilled receivables from MPTC. At September 28, 2018 , the Company had $ 0.5 million in trade receivables, net, 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 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 Consolidated Balance Sheets.

California Proton Therapy Center ("CPTC") Loans and Investment

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 (“Practice”). 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, 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 the California Proton Therapy Center, LLC (“CPTC”), an entity owned by the Lenders. The Lenders purchased all assets and

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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”) were 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. 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 a maturity date of one year from the Closing Date. The Company's share of the funding commitment from the Revolving Loan is $ 7.2 million , and as of September 27, 2019 , the Company has funded $ 5.3 million .

All of the Tranches accrue paid-in-kind interest at 7.5 % per annum, except the Tranche B and 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 % .

Considering Original CPTC’s financial difficulties, the modification of the original terms of the Former Loans, and the Lenders agreement to grant a concession on the Original CPTC Loans, the Company classified the transaction above as a troubled debt restructuring (“TDR”). The Company does not have any unamortized fees from the Former Loans and any prepayment penalties.

The Company, using a discounted cash flow approach, determined that the fair value of CPTC's equity as of Closing Date was $ 20.1 million . The Company's 47.08 % ownership percentage amounted to a $ 9.5 million equity interest in CPTC. Since the common stock received was in addition to a loan receivable partially satisfied through the bankruptcy proceedings, in accordance with the TDR accounting guidance, the Company recorded the equity interest at fair value and as an offset to the reinstated loan balance. The equity investment in CPTC was accounted for under the equity method of accounting, and the Company accounted for its equity method share of the income or loss of CPTC on a quarter lag basis. In March 2019, the Company sold its equity interest, with a carrying value of zero, in CPTC for a nominal amount. Therefore, beginning in the second quarter of fiscal year 2019, the Company no longer records losses related to the CPTC equity investment.

The Company believes it is probable that it will collect the amounts owed under the Term Loan and Revolving Loan when due based on CPTC’s current operating plan. This plan includes an increase in patient volume, partnership with a significant clinical partner, and maintenance of its current reimbursement structure. In July 2019, the Centers for Medicare and Medicaid Services ("CMS") proposed an alternative payment model (or “APM”) pilot program for radiation oncology. This proposed APM could materially impact the reimbursement to CPTC for its services. CPTC's inability to execute its operating plan, as well as finalization of the proposed APM as currently drafted could negatively impact CPTC's ability to repay or refinance the debt when it comes due, which may result in an impairment of the loan receivable; this impairment could be material.

As of September 27, 2019 , and September 28, 2018 , the Company had recorded $ 2.6 million and $ 1.8 million in trade receivables, net, respectively, 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.

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

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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 nine 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 , which were acquired in fiscal year 2019.

Accordingly, the following information is provided for purposes 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. Although the Company excludes these amounts from segment operating earnings, they are included in the consolidated operating earnings and included in the reconciliation below.

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The following table summarizes select operating results information for each reportable segment:

		Fiscal Years
(In millions)		2019				2018				2017
Revenues
Oncology Systems		$	3,061.8			$	2,770.2			$	2,436.8
Proton Solutions		143.9				148.9				182.5
Total reportable segments		3,205.7				2,919.1				2,619.3
Other		19.4				—				—
Total Company		$	3,225.1			$	2,919.1			$	2,619.3
Earnings from continuing operations before taxes
Oncology Systems		$	555.9			$	553.4			$	479.0
Proton Solutions		( 97.3		)		( 51.5		)		( 95.7		)
Total reportable segments		458.6				501.9				383.3
Other		( 25.8		)		—				—
Unallocated corporate		( 46.6		)		( 64.5		)		( 85.5		)
Operating earnings		386.2				437.4				297.8
Interest income, net		6.3				10.5				2.9
Other income		28.3				4.2				2.4
Total Company		$	420.8			$	452.1			$	303.1

Disaggregation of Revenue

The Company disaggregates its revenues from contracts by major product categories and by geographic region for each of its reportable operating segments and the Other category, 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.

Total Revenues by Product Type		Fiscal Years
(In millions)		2019				2018				2017
Hardware
Oncology Systems		$	1,393.6			$	1,231.5			$	1,039.4
Proton Solutions		119.3				135.1				172.5
Other		19.4				—				—
Total Hardware		1,532.3				1,366.6				1,211.9
Software (1)
Oncology Systems		574.0				495.4				462.9
Proton Solutions		3.0				3.8				—
Total Software		577.0				499.2				462.9
Service
Oncology Systems		1,094.2				1,043.3				934.5
Proton Solutions		21.6				10.0				10.0
Total Service		1,115.8				1,053.3				944.5
Total Revenues		$	3,225.1			$	2,919.1			$	2,619.3

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

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Total Revenues by Geographical Region	Fiscal Years
(In millions)	2019				2018				2017
Americas
Oncology Systems	$	1,451.3			$	1,351.3			$	1,256.8
Proton Solutions	70.0				85.6				87.8
Other	6.1				—				—
Total Americas	1,527.4				1,436.9				1,344.6
EMEA
Oncology Systems	1,000.9				883.2				691.1
Proton Solutions	66.3				59.6				68.1
Other	6.2				—				—
Total EMEA	1,073.4				942.8				759.2
APAC
Oncology Systems	609.6				535.7				488.9
Proton Solutions	7.6				3.7				26.6
Other	7.1				—				—
Total APAC	624.3				539.4				515.5
Total Revenues	$	3,225.1			$ 2,919.1				$ 2,619.3
North America (1)
Oncology Systems	$	1,349.2			$	1,261.6			$	1,180.0
Proton Solutions	70.0				85.6				87.8
Other	5.9				—				—
Total North America	1,425.1				1,347.2				1,267.8
International
Oncology Systems	1,712.6				1,508.6				1,256.8
Proton Solutions	73.9				63.3				94.7
Other	13.5				—				—
Total International	1,800.0				1,571.9				1,351.5
Total Revenues	$	3,225.1			$ 2,919.1				$ 2,619.3

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

Total Revenues by Product Type	Fiscal Years
(In millions)	2019				2018				2017
Products Transferred at a point in time
Oncology Systems	$	1,642.3			$	1,431.0			$	1,221.5
Proton Solutions	3.0				3.8				—
Other	19.4				—				—
Total Products transferred at a point in time	1,664.7				1,434.8				1,221.5
Products and Services transferred over time
Oncology Systems	1,419.5				1,339.2				1,215.3
Proton Solutions	140.9				145.1				182.5
Other	—				—				—
Total Products and Services transferred over time	1,560.4				1,484.3				1,397.8
Total Revenues	$	3,225.1			$ 2,919.1				$ 2,619.3

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Other Items

		Depreciation & Amortization												Total Assets
		Fiscal Years												Fiscal Years
(In millions)		2019				2018				2017				2019				2018
Oncology Systems		$	49.6			$	42.1			$	39.4			$	2,339.1			$	1,746.4
Proton Solutions		4.8				7.9				6.1				275.9				379.8
Total reportable segments		54.4				50.0				45.5				2,615.0				2,126.2
Other		14.8				—				—				307.8				—
Corporate		23.8				22.7				24.8				1,178.9				1,124.2
Discontinued operations		—				—				6.6				—				2.3
Total Company		$	93.0			$	72.7			$	76.9			$	4,101.7			$	3,252.7

Geographic Information

		Revenues												Property, plant and equipment, net
		Fiscal Years												Fiscal Years
(In millions)		2019				2018				2017				2019				2018
United States		$	1,384.3			$	1,308.3			$	1,222.0			$	155.3			$	159.5
Other countries		1,840.8				1,610.8				1,397.3				156.2				115.1
Total Company		$	3,225.1			$	2,919.1			$	2,619.3			$	311.5			$	274.6

The Company operates various manufacturing and marketing operations outside the United States. Allocation between domestic and foreign revenues is based on the final destination of products sold. No country outside the United States represented 10% or more of the Company’s total revenues. In fiscal year 2019 , India represented approximately 12 % of total property, plant and equipment, net, and in fiscal years 2018 and 2017 , no country outside the United States represented 10% or more of the Company's property, plant and equipment, net. Intercompany and intracompany profits are eliminated in consolidation.

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		Fiscal Year 2019
(In millions, except per share amounts)		First Quarter (1)				Second Quarter				Third Quarter (2)				Fourth Quarter (3)				Total Year
Total revenues		$	741.0			$	779.4			$	825.8			$	878.9			$	3,225.1
Gross margin		$	316.1			$	318.2			$	351.4			$	384.6			$	1,370.3
Net earnings		$	103.9			$	88.4			$	29.5			$	70.4			$	292.2
Net earnings attributable to Varian		$	103.2			$	88.6			$	29.4			$	70.7			$	291.9
Net earnings per share - basic		$	1.13			$	0.97			$	0.32			$	0.78			$	3.21
Net earnings per share - diluted		$	1.12			$	0.96			$	0.32			$	0.77			$	3.18
		Fiscal Year 2018
(In millions, except per share amounts)		First Quarter (4)				Second Quarter (5)				Third Quarter (6)				Fourth Quarter (7)				Total Year
Total revenues		$	678.5			$	729.9			$	709.1			$	801.6			$	2,919.1
Gross margin		$	302.8			$	318.5			$	313.6			$	338.7			$	1,273.6
Net earnings (loss)		$	( 112.2	)		$	73.2			$	72.5			$	116.8			$	150.3
Net earnings attributable to Varian		$	( 112.3	)		$	73.2			$	72.6			$	116.4			$	149.9
Net earnings (loss) per share - basic		$	( 1.22	)		$	0.80			$	0.79			$	1.27			$	1.64
Net earnings (loss) per share - diluted		$	( 1.22	)		$	0.79			$	0.79			$	1.26			$	1.62

(1)	In the first quarter of fiscal year 2019, net earnings includes a $ 22.0 million gain on the sale of our investment in Augmenix.

(2)	In the third quarter of fiscal year 2019, net earnings includes a $ 50.5 million goodwill impairment charge related to the Company's Proton Solutions business and a $ 20.8 million charge associated with the write-off of in-process R&D related to an acquisition.

(3)	In the fourth quarter of fiscal year 2019, net earnings includes an $ 18.6 million charge to acquisition-related expenses due to an increase to the fair value of contingent consideration related to an acquisition.

(4)	In the first quarter of fiscal year 2018, net earnings includes a $ 207.1 million income tax expense related to the tax effect of a change in law related to the Act.

(5)	In the second quarter of fiscal year 2018, net earnings includes a $ 16.4 million loss related to hedging the anticipated Australian dollar purchase price for Sirtex and an $ 11.1 million impairment charge related to our MPTC subordinated loan.

(6)

In the third quarter of fiscal year 2018, net earnings includes a $ 13.3 million loss related to hedging the anticipated Australian dollar purchase price of the Sirtex acquisition, an $ 11.0 million impairment charge related to our MPTC subordinated loan, acquisition costs of $ 8.4 million , partially offset by the net $ 9.0 million breakup fee received from Sirtex in connection with the termination of the acquisition.

(7)	In the fourth quarter of fiscal year 2018, net earnings includes a $ 8.0 million benefit to income tax expense due to the partial release of a valuation allowance as the result of an acquisition and a $ 7.1 million benefit to income tax expense related to the Act.

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(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), 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)	Report of management on internal control over financial reporting. The information required to be furnished pursuant to this item is set forth under the caption “Report of Management on Internal Control over Financial Reporting” under Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K, and is incorporated here by reference.

(c)	Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting that occurred during our fourth fiscal quarter of fiscal year 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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(1)	The weighted average exercise price does not take into account the shares issuable upon vesting of outstanding restricted stock units, deferred stock units and performance units, which have no exercise price.

(2)	Consists of stock options (including performance-based options), restricted stock units, deferred stock units and performance units granted under the Fifth Amended and Restated 2005 Omnibus Stock Plan (the “Fifth Amended 2005 Plan”). The number of shares subject to outstanding performance awards assumes the maximum payout with respect to such awards.

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(3)

Includes 5.7 million shares available for future issuance under the Fifth Amended 2005 Plan. Also includes 5.0 million shares available for future issuance under the 2010 Employee Stock Purchase Plan, including shares subject to purchase during the current purchase period, which commenced on October 29, 2019 (the exact number of which will not be known until the purchase date on May 1, 2020). Subject to the number of shares remaining in the share reserve, the maximum number of shares purchasable by any participant under the 2010 Employee Stock Purchase Plan on any one purchase date for any purchase period, including the current purchase period may not exceed 1,000 shares.

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(a)	The following documents are filed as part of this report:

(1)	Consolidated Financial Statements:

(2)	Consolidated Financial Statement Schedule:

(3)	Exhibits:

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VALUATION AND QUALIFYING ACCOUNTS

Fiscal Year		Description		Balance at Beginning of Period				Provision to Allowance for Doubtful Accounts				Write-offs Adjustments Charged to Allowance				Balance at End of Period
				(In millions)
2019		Allowance for doubtful accounts		$	41.1			$	6.6			$	( 1.2	)		$	46.5
2018		Allowance for doubtful accounts		$	63.1			$	4.0			$	( 26.0	)		$	41.1
2017		Allowance for doubtful accounts		$	24.2			$	43.0			$	( 4.1	)		$	63.1

Fiscal Year		Description		Balance at Beginning of Period				Increases				Deductions				Balance at End of Period
				(In millions)
2019		Valuation allowance for deferred tax assets		$	101.6			$	6.7			$	( 8.6	)		$	99.7
2018		Valuation allowance for deferred tax assets		$	105.8			$	5.3			$	( 9.5	)		$	101.6
2017		Valuation allowance for deferred tax assets		$	79.6			$	26.2			$	—			$	105.8