VAR 10-K Annual Report Sept. 27, 2019 | Alphaminr
VARIAN MEDICAL SYSTEMS INC
ALPHAMINR

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

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Income Statement
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VARIAN MEDICAL SYSTEMS INC
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 		Filed on Dec. 21, 2018
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 		Filed on Dec. 30, 2016
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TABLE OF CONTENTS
Part IItem 1. BusinessNote 15, "proton Solutions Loans and Investment,"Note 9, "commitments and Contingencies,"Item 1A. Risk FactorsPart 1, Item 1. Business - Government RegulationItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataNote 2, "business Combinations,"Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsNote 15, "proton Solutions Loans and Investments,"Note 6, "goodwill and Intangible Assets,"Note 11, "taxes on Earnings,"Note 7, "borrowings,"Note 12, "stockholders' Equity and Noncontrolling Interests,"Note 10, "retirement Plans,"Note 1, "summary Of Significant Accounting Policies,"Item 7A. Quantitative and Qualitative Disclosures About Market RisksItem 8. Financial Statements and Supplementary DataNote 8, "derivative Instruments and Hedging Activities,"Note 4, "fair Value,"Note 3, "other Financial Information,"Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.2 Separation and Distribution Agreement, dated as of January 27, 2017, by and between Registrant and Varex Imaging Corporation (incorporated by reference to Exhibit No. 2.1 to the Registrants Form 8-K Current Report filed as of January 30, 2017, File No. 1-7598). 3.1 Registrants Amended and Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit No.3.1 to the Registrants Form 8-K Current Report filed as of August 18, 2014, File No. 1-7598). 3.2 Registrants By-Laws, as amended, effective September 1, 2018 (incorporated by reference to Exhibit No. 3.1 to the Registrants Form 8-K Current Report filed as of August 21, 2018, File No. 1-7598). 4.2 Form of Senior Indenture, between Registrant and one or more trustees to be named (incorporated by reference to Exhibit No. 4.2 to the Registrant's Form S-3, File No. 333-221763). 4.3 Form of Subordinated Indenture, between Registrant and one or more trustees to be named (incorporated by reference to Exhibit No. 4.3 to the Registrant's Form-3, File No. 333-221763). 4.4 * Description of Securities Registered Under Section 12 of the Exchange Act. 10.2 Form of Registrants Change in Control Agreement for Chief Executive Officer (incorporated by reference to Exhibit 10.2 to the Registrant's Form 10-K Annual Report for the year ended October 2, 2015, File No. 1-7598). 10.3 Form of Registrants Change in Control Agreement for Senior Executives (Chief Financial Officer and General Counsel) (incorporated by reference to Exhibit 10.3 to the Registrant's Form 10-K Annual Report for the year ended October 2, 2015, File No. 1-7598). 10.4 Form of Registrants Change in Control Agreement for Senior Executives (other than the Chief Executive Officer, the Chief Financial Officer, and the General Counsel) (incorporated by reference to Exhibit 10.4 to the Registrant's Form 10-K Annual Report for the year ended October 2, 2015, File No. 1-7598). 10.5 Form of Registrants Change in Control Agreement for Key Employees (incorporated by reference to Exhibit 10.5 to the Registrant's Form 10-K Annual Report for the year ended October 2, 2015, File No. 1-7598). 10.10 Registrants Amended and Restated 2005 Deferred Compensation Plan (incorporated by reference to Exhibit No. 10.2 of the Registrants Form 10-Q Quarterly Report for the quarter ended January 2, 2009, File No. 1-7598). 10.11 Registrants Management Incentive Plan (incorporated by reference to Exhibit 10.12 to the Registrant's Form 10-K Annual Report for the year ended October 2, 2015, File No. 1-7598). 10.12 Registrants 2010 Employee Stock Purchase Plan (incorporated by reference to Exhibit No. 10.1 to the Registrants Form 10-Q Quarterly Report for the quarter ended April 2, 2010, File No. 1-7598). 10.13 Registrants Third Amended and Restated 2005 Omnibus Stock Plan (incorporated by reference to Exhibit No. 10.1 to the Registrants Form 10-Q Quarterly Report for the quarter ended March 30, 2012, File No. 1-7598). 10.14 Form of Registrants Nonqualified Stock Option Agreement under the Registrants Third Amended and Restated 2005 Omnibus Stock Plan (incorporated by reference to Exhibit No. 10.2 to the Registrants Form 10-Q Quarterly Report for the quarter ended March 30, 2012, File No. 1-7598). 10.15 Form of Registrants Nonqualified Stock Option Agreement under the Registrants Third Amended and Restated 2005 Omnibus Stock Plan (effective for nonqualified stock option awards granted to executive officers after November 8, 2015) (incorporated by reference to Exhibit No. 10.1 to the Registrants Form 8-K Current Report filed as of November 12, 2015, File No. 1-7598). 10.16 Form of Registrants Non-Employee Director Nonqualified Stock Option Agreement under the Registrants Third Amended and Restated 2005 Omnibus Stock Option Plan (incorporated by reference to Exhibit No. 10.3 to the Registrants Form 10-Q Quarterly Report for the quarter ended March 30, 2012, File No. 1-7598). 10.17 Form of Registrants Restricted Stock Unit Agreement under the Registrants Third Amended and Restated 2005 Omnibus Stock Plan (effective for restricted stock unit awards granted to executive officers after November 8, 2015) (incorporated by reference to Exhibit No. 10.2 to the Registrants Form 8-K Current Report filed as of November 12, 2015, File No. 1-7598). 10.18 Form of Registrants Performance Unit Agreement under the Registrants Third Amended and Restated 2005 Omnibus Stock Plan (effective for performance unit awards granted to executive officers after November 8, 2015) (incorporated by reference to Exhibit No. 10.3 to the Registrants Form 8-K Current Report filed as of November 12, 2015, File No. 1-7598). 10.19 Form of Registrants Grant Agreement for Deferred Stock Units under the Registrants Third Amended and Restated 2005 Omnibus Stock Plan (incorporated by reference to Exhibit No. 10.7 to the Registrants Form 10-Q Quarterly Report for the quarter ended March 30, 2012, File No. 1-7598). 10.20 Form of Registrants Non-Employee Grant Agreement for Deferred Stock Units (for use in Singapore) under the Registrants Third Amended and Restated 2005 Omnibus Stock Plan (incorporated by reference to Exhibit 10.8 of the Registrants Form 10-Q Quarterly Report for the quarter ended March 30, 2012, File No. 1-7598). 10.21++ Loan and Security Agreement (Building Loan) dated as of July 15, 2015 by and among MM PROTON I, LLC, as Borrower; JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent; and the Lenders referenced therein. Lenders includes the Registrant (incorporated by reference to Exhibit 10.43 to the Registrant's Form 10-K/A filed as of August 18, 2016, File No. 1-7598). 10.22++ First Amendment to Loan and Security Agreement (Building Loan) dated as of August 5, 2015 by and among MM PROTON I, LLC, as Borrower; JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent; and the Lenders referenced therein. Lenders includes the Registrant (incorporated by reference to Exhibit 10.44 to the Registrant's Form 10-K/A filed as of August 18, 2016, File No. 1-7598). 10.23++ Loan and Security Agreement (Project Loan) dated as of July 15, 2015 by and among MM PROTON I, LLC, a Borrower; JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, and the Lenders referenced therein (incorporated by reference to Exhibit 10.45 to the Registrant's Form 10-K/A filed as of August 18, 2016, File No. 1-7598). Lenders includes the Registrant. 10.24++ Amendment No. One to Loan and Security Agreement (Project Loan) dated as of July 31, 2015 by and among MM PROTON I, LLC, as Borrower; JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, and the Lenders referenced therein. (incorporated by reference to Exhibit 10.46 to the Registrant's Form 10-K/A filed as of August 18, 2016, File No. 1-7598). Lenders includes the Registrant. 10.25 Transition Services Agreement, dated as of January 27, 2017, by and between Registrant and Varex Imaging Corporation (incorporated by reference to Exhibit No. 10.1 to the Registrants Form 8-K Current Report filed as of January 30, 2017, File No. 1-7598). 10.26 Tax Matters Agreement, dated as of January 27, 2017, by and between Registrant and Varex Imaging Corporation (incorporated by reference to Exhibit No. 10.2 to the Registrants Form 8-K Current Report filed as of January 30, 2017, File No. 1-7598). 10.27 Employee Matters Agreement, dated as of January 27, 2017, by and between Registrant and Varex Imaging Corporation (incorporated by reference to Exhibit No. 10.3 to the Registrants Form 8-K Current Report filed as of January 30, 2017, File No. 1-7598). 10.28 Intellectual Property Matters Agreement, dated as of January 27, 2017, by and between Registrant and Varex Imaging Corporation (incorporated by reference to Exhibit No. 10.4 to the Registrants Form 8-K Current Report filed as of January 30, 2017, File No. 1-7598). 10.29 Trademark License Agreement, dated as of January 27, 2017, by and between Registrant and Varex Imaging Corporation (incorporated by reference to Exhibit No. 10.5 to the Registrants Form 8-K Current Report filed as of January 30, 2017, File No. 1-7598). 10.31 Offer Letter between Registrant and Gary Bischoping, dated March 20, 2017 (incorporated by reference to Exhibit 10.1 to the Registrants From 8-K Current Report filed as of April 5, 2017, File No. 1-07598). 10.32 Form of Registrants Performance-based Nonqualified Stock Option Agreement under the Registrants Fourth Amended and Restated 2005 Omnibus Stock Plan for Section 16 officers (incorporated by reference to Exhibit No. 10.1 to the Registrant's Form 8-K Current Report filed as of November 15, 2017, File No. 1-7598). 10.33 Form of Registrants Time-based Nonqualified Stock Option Agreement under the Registrants Fourth Amended and Restated 2005 Omnibus Stock Plan for Section 16 officers (incorporated by reference to Exhibit No. 10.2 to the Registrant's Form 8-K Current Report filed as of November 15, 2017, File No. 1-7598). 10.34 Form of Registrants Restricted Stock Unit Agreement under the Registrants Fourth Amended and Restated 2005 Omnibus Stock Plan for Section 16 officers (incorporated by reference to Exhibit No. 10.3 to the Registrant's Form 8-K Current Report filed as of November 15, 2017, File No. 1-7598). 10.35 Form of Registrants Performance Unit Agreement under the Registrants Fourth Amended and Restated 2005 Omnibus Stock Plan for Section 16 officers (incorporated by reference to Exhibit No. 10.4 to the Registrant's Form 8-K Current Report filed as of November 15, 2017, File No. 1-7598). 10.36 Credit Agreement, dated as of April 3, 2018, among Registrant, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and each lender from time to time party thereto (incorporated by reference to Exhibit No. 10.1 to the Registrants Form 8-K Current Report filed as of April 4, 2018, File No. 1-7598). 10.38 Form of Registrants Time-based Nonqualified Stock Option Agreement under the Registrants Fifth Amended and Restated 2005 Omnibus Stock Plan. 10.39 Form of Registrants Time Based Restricted Stock Unit Agreement under the Registrants Fifth Amended and Restated 2005 Omnibus Stock Plan. 10.40 Form of Registrant Performance Units Agreement under the Registrant's Fifth Amended and Restated 2005 Omnibus Stock Plan 10.41* Amendment No.2 to Credit Agreement, dated November 1, 2019, by and among Registrant, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and each lender from time to time party thereto. 21* List of Subsidiaries as of November 15, 2019 23* Consent of Independent Registered Public Accounting Firm. 31.1* Chief Executive Officer Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act. 31.2* Chief Financial Officer Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act. 32.1** Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002. 32.2** Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002.