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美国证券交易委员会(sec) WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: December 31, 1995 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 0-9992 KLA INSTRUMENTS CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 04-2564110 - ------------------------------- ------------------------------- (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 160 Rio Robles San Jose, California (Address of principal executive offices) 95134 (Zip Code) Registrant's telephone number, including area code: (408) 468-4200 --------------------------------------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Common shares outstanding at December 31, 1995: 50,613,000 This report, including all exhibits and attachments, contains 16 pages. Page 1 KLA INSTRUMENTS CORPORATION INDEX

Page 2 KLA INSTRUMENTS CORPORATION PART 1 FINANCIAL INFORMATION Item 1 Financial Statements CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS THREE MONTHS ENDED DECEMBER 31, (In thousands except per share amounts) (Unaudited)

See accompanying notes to unaudited condensed consolidated financial information. Page 3 KLA INSTRUMENTS CORPORATION CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS SIX MONTHS ENDED DECEMBER 31, (In thousands except per share amounts) (Unaudited)

See accompanying notes to unaudited condensed consolidated financial information. Page 4 KLA INSTRUMENTS CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET (In thousands) (Unaudited)

See accompanying notes to unaudited condensed consolidated financial information. Page 5 KLA INSTRUMENTS CORPORATION CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS SIX MONTHS ENDED DECEMBER 31 (In thousands) (Unaudited)

Page 6 KLA INSTRUMENTS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION 1) This information is unaudited but, in the opinion of Registrant's management, all adjustments (consisting only of adjustments that are of a normal recurring nature) necessary for a fair statement of results have been included. The results for the quarter ended December 31, 1995, are not necessarily indicative of results to be expected for the entire year. This financial information should be read in conjunction with the Registrant's Annual Report on Form 10-K (including items incorporated by reference therein) for the year ended June 30, 1995. 2) Details of certain balance sheet components:

3）1995年8月，该公司偿还了其主要设施的20亿美beplay官网ued元抵押贷款。4）每股净收入是使用各个期间中未偿还的普通股和普通等效股票的加权平均数量计算的，包括在稀释期间行使股票期权时可发行的假定净股份。董事会于1995年7月24日宣布了两项股票分配。股票分配的形式为100％的股票股息。股息于1995年9月29日向1995年8月31日的记录股东支付。每股收益是按分数计算的。Page 7 KLA Instruments Corporation Corporation Management对运营结果和经济状况的讨论和分析第二季度和六个月的1996财年运营结果，而第二季度和六个月的1995财年净销售净销售额分别增加了58％和68％与上一财政年度的同一时期相比，截至1995年12月31日的三个月和六个月期间。WISARD业务部门主要负责净销售额的增加。该公司将beplay官网uedWISARD销售的持续增长归因于对公司内线晶圆监测设备的日益增长，该设备允许半导体制造商优化设备的收益率。快速业务部门，计量组和自动测试业务部门还记录了净销售额的显着增加。截至1995年12月31日的三个月和六个月，毛利率分别为54.5％和54.9％，而前财政年度同期为53.8％和52.6％。 The RAPID Business Unit recorded significant improvements in gross margin for the quarter ended December 31, 1995 as compared to the same period of the prior fiscal year. The Company attributes this increase primarily to volume efficiencies. The improvement in the gross margin percentage for the three and six months ended December 31, 1995 was also due to a favorable product mix as the WISARD business unit's share of total revenue rose. Engineering, Research and Development Engineering, research and development expenses were 10.9% and 10.7% of net sales, respectively, for the three and six month periods ended December 31, 1995 compared to 8.4% and 9.0% for the same periods of the prior fiscal year. Net engineering expenditures rose $9.2 million and $16.7 million, respectively, during the three and six month periods ended December 31, 1995 compared to the same periods of the prior fiscal year. The Company is concentrating on the broad opportunities in yield management, including the networking of all measurement tools in a fab, the development of new measurement tools and the related software for using those tools. The WISARD business unit accounted for approximately 40% of the increase in dollar spending. The next largest dollar increase was recorded in the Metrology Group. Smaller increases in dollar spending were also recorded in the RAPID, PRISM and SEMSpec divisions. Selling, General and Administrative Selling, general and administrative expenses were 17.8% and 18.2% of net sales, respectively, for the three and six month periods ended December 31, 1995 compared to 20.8% and 20.3% for the same periods of the prior fiscal year. Sales and administration expenses increased at a rate somewhat slower than sales. Representative commissions increased slightly faster than sales due to an increase in shipments to Japan. Page 8 KLA INSTRUMENTS CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Interest Income and Other net - ----------------------------- Interest income and other, net increased $2.4 million and $5.1 million, respectively, for the three and six month periods ended December 31, 1995 compared to the same periods of the prior fiscal year. The increase is due to higher average cash balances and higher yields on the Company's investment portfolio. Provision for Income Taxes - -------------------------- The Company's effective tax rate increased to 36% for the three and six month periods ended December 31, 1995. The Company's tax rate was 34% for the year ended June 30, 1995. The increase from 34% to 36% is due primarily to the lower impact of the realization of previously reserved deferred tax assets and the expiration of the federal research and development tax credit on June 30, 1995. The IRS is currently auditing the Company's federal income tax returns for fiscal years 1985 to 1992. The Company has not yet received a notice of proposed tax deficiency. However, it anticipates a notice will be received in fiscal 1996. Management believes sufficient taxes have been provided in prior years and that the ultimate outcome of the IRS audit will not have a material adverse impact on the Company's financial position or results of operations. Future Operating Results - ------------------------ The Company's future results will depend on its ability to continuously introduce new products and enhancements to its customers as demands for higher performance yield management and process control systems change or increase. Due to the risks inherent in transitioning to new products, the Company must accurately forecast demand in both volume and configuration and also manage the transition from older products. New product introductions involve the integration of complex systems and components in order to obtain customer acceptance. Failure to complete the integration process on a timely basis could result in delays in customer acceptance and deferrals of net sales to future periods. The Company's results could be affected by the ability of competitors to introduce new products which have technological and/or pricing advantages. The Company's results also will be affected by strategic decisions made by management regarding whether to continue particular product lines, and by volume, mix and timing of orders received during a period, fluctuations in foreign exchange rates, and changing conditions in both the semiconductor industry and key semiconductor markets around the world. As a result, the Company's operating results may fluctuate, especially when measured on a quarterly basis. Page 9 Liquidity and Capital Resources - ------------------------------- Cash, cash equivalents and marketable securities decreased $23 million at December 31, 1995 compared to June 30, 1995. Cash provided by operations was $9.8 million. This was offset by the repayment in full of the Company's $20 million mortgage on its principal facility, and by $13.2 million in capital expenditures. Cash provided by operations was substantially less than reported earnings, primarily due to investments in Accounts Receivable and Inventories. Accounts Receivable increased $59.8 million due primarily to an overall increase in net sales along with nonlinear shipments for the three and six month periods ended December 31, 1995. Inventories increased $33.9 million to support the increase in net sales and the ramp-up of new products. Capital expenditures were primarily for computer equipment to accommodate the planned introduction of the Company's new enterprise business systems, engineering computers and equipment to support KLA's rapidly expanding research and development efforts, plus continued expenditures for facility improvements. The Company believes that its current level of liquid assets, credit facilities and expected cash generated from operations are sufficient to fund growth through the next fiscal year. Page 10 KLA INSTRUMENTS CORPORATION FORM 10-Q PART II: OTHER INFORMATION Item 1 - Legal Proceedings Not Applicable Item 2 - Changes in Securities Not Applicable Item 3 - Defaults Upon Senior Securities Not Applicable Item 4 - Submission of Matters to a Vote of Security Holders Page 12 Item 5 - Other Events Not Applicable Item 6 - Exhibits and Reports on Form 8-K Page 14-15 Page 11 ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS An annual meeting of the stockholders was held on November 15, 1995 at the Company's San Jose headquarters. At the meeting Mr. Edward W. Barnholt, Dr. Yoshio Nishi and Mr. Kenneth L. Schroeder were elected directors of the Company. Mr. Leo J. Chamberlain, Mr. Kenneth Levy, Mr. Robert E. Lorenzini, Mr. Samuel Rubinovitz and Mr. Dag Tellefsen continued in the office as directors after the meeting. At the meeting three items were put to a vote of stockholders: 1. Election of two directors 2. Approval of an amendment to the 1982 Employee Stock Option Plan to increase the number of shares reserved for issuance under the Option Plan by 2,200,000 shares. 3. Ratification of the appointment of Price Waterhouse LLP as the independent accountants of the Company for the fiscal year ending June 30, 1996. The voting results were:

第12页根据1934年《美国证券交易所法》的要求，注册人已适当地导致该报告代表未经签名的，正式授权的签署。KLA Instruments Corporation 1996年2月12日Robert J. Boehlke - ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- [日期] Robert J. Boehlke V.P.财务和行政首席财务官第13页展品（i）索引（i）根据参考文献（i）展品（i）展品：3.1修订（7）3.2章程，修订（7）4.1修订和重述的权利协议，日期为1995年8月30日，截至1995年8月30日在公司和波士顿第一国家银beplay官网ued行之间，作为权利代理。权利协议包括附件A，正确证书的形式。（1）10.15 1983年4月12日与三角合作伙伴的合作伙伴关系声明（2）10.16租赁协议和1983年1月10日在BB＆K Partnership与公司之间的附录。beplay官网ued（2）10.18 1983年1月10日的购买和销售协议，BB＆K合作伙伴关系，三角合作伙伴与公司（3）10.35研究与发展协议，跨许可和技术转让协议以及获得许可和购买最终技术的期权协议，所有这些beplay官网ued日期为1990年7月的10.45分销协议，由日本公司的东京电子有限公司和公司（4）10.46 1990年7月的主要设施购买协议（包括所有展览和修正案）；beplay官网ued租赁协议，租赁终止，地段调整，首次拒绝权利，信托契据（4）10.47公司与日本矿业公司之间的合资企业协议，有限公司，日期为1990年9月18日（5）10.49行使购买的选择权beplay官网ued技术从1990年1月1日起生效，由KLA开发第4号与公司（5）10.54 MICRION CORPORATION E首选股票购买协议，1991年9月13日（6）10.67 10.67信贷协beplay官网ued议修订美国NT＆SA及其公司，日期为1994年3月31beplay官网ued日（9）10.71 1990年外部董事股票期权计划（8）10.73美国银行NT＆SA之间的信贷协议修订以及1994年12月31日（10）10.74 1981 Employee Stock Purchase Plan, as amended by the Board of Directors on October 7, 1994(10) 10.76 Amendment of Credit Agreement between Bank of America NT & SA and the Company dated February 15, 1995(10) 10.77 Lease Agreement, Ground Lease Agreement and Purchase Agreement dated June 5, 1995, between BNP Leasing Corporation and the Company(10) 10.78 Lease Agreement and Purchase Agreement dated August 10, 1995, betweeen BNP Leasing Corporation and the Company(10) (ii) EXHIBITS INCLUDED HEREWITH: 10.68 Credit Agreement between Bank of America NT & SA and the Company as amended, on February 7, 1996(9) 10.75 1982 Stock Option Plan, as amended on November 15, 1995(10) 10.79 Amendment of Credit Agreement between Bank of America NT & SA and the Company dated December 29, 1995 27 Financial Data Schedule - -------------------- (1) Filed as exhibit number 1 to Form 8-A/A, filed effective September 25, 1995 (2) Filed as the same exhibit number as set forth herein to Registrant's Form 10-K for the year ended June 30, 1983 (3) Filed as the same exhibit number as set forth herein to Registrant's Form 10-K for the year ended June 30, 1987 (4) Filed as the same exhibit number as set forth herein to Registrant's Form 10-K for the year ended June 30, 1990 (5) Filed as the same exhibit number as set forth herein to Registrant's Form 10-K for the year ended June 30, 1991 (6) Filed as the same exhibit number as set forth herein to Registrant's Form 10-K for the year ended June 30, 1992 (7) Filed as the same exhibit number to Registrant's registration statement no. 33-51819 on Form S-3, dated February 2, 1994 (8) Filed as exhibit number 4.6 as set forth herein to Registrant's Form 10-K for the year ended June 30, 1991 Page 14 (9) Filed as the same exhibit number as set forth herein to Registrant's Form 10-K for the year ended June 30, 1994 (10) Filed as the same exhibit number as set forth herein to Registrant's Form 10-K for the year ended June 30, 1995 Page 15