Item 2.02. Results of Operations and Financial Condition.
On October 29, 2008, Newport Corporation (the "Registrant") announced its financial results for the third quarter and nine months ended September 27, 2008 and its outlook for the fourth quarter of 2008. The press release issued by the Registrant in connection with the announcement is attached to this report as Exhibit 99.1.
This information shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing by the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as may be set forth by specific reference in such a filing.
Use of Non-GAAP Financial Measures
In the press release attached to this report as Exhibit 99.1, the Registrant has supplemented certain of its financial measures prepared in accordance with accounting principles generally accepted in the United States (GAAP) with certain non-GAAP financial measures. These non-GAAP financial measures and the reasons for their inclusion are described below. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the Registrant's financial measures prepared in accordance with GAAP.
The Registrant has provided non-GAAP measures of net income and net income per diluted share for the three and nine months ended September 27, 2008 that have been adjusted to exclude (1) $2.2 million in costs associated with profit improvement actions being taken by the Registrant including severance costs, transition costs related to the transfer of manufacturing operations and other costs; (2) a non-cash charge of $7.1 million recognized by the Registrant in the second quarter of 2008 to reflect a write-off of a note receivable and other amounts relating to a previously divested business; (3) $0.7 million recovered by the Registrant in the third quarter of 2008 on the assets previously written off; (4) $0.3 million in other costs consisting primarily of legal fees to recover such amounts; and (5) the income tax impact related to the foregoing excluded amounts. Management considers these amounts to be outside of the Registrant's core operating results. Therefore, these amounts have been excluded with the intent of providing both management and investors with a more complete understanding of the Registrant's underlying operational results and performance trends and a more meaningful basis for comparison of such results with the Registrant's historical and expected financial results. In addition, these adjusted non-GAAP measures are among the primary indicators that management uses as a basis for its planning and forecasting of future periods and may also be used by management for other purposes including its evaluation of performance to determine the achievement of goals under the Registrant's incentive plans. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No. Description 99.1 Press Release dated October 29, 2008 (furnished pursuant to Item 2.02 and not deemed filed).

---