美国证券交易委员会华盛顿特区20549表10-Q表（MARK ONE）[X]根据1934年第13或15（d）条的季度报告，该报告截至1996年9月30日或[]根据1934年《证券交易法》第13或15（d）条的过渡报告，该过渡期从佣金档案编号0-9992 KLA Instruments Corporation（章程中指定的注册人的确切名称）特拉华州04-2564110（I.R.S.雇主公司或组织的州或其他管辖权号）标识编号。）160 Rio Robles San Jose，California 95134（首席行政办公室的地址）（邮政编码）（邮政编码）468-4200（注册人的电话号码，包括区域代码），指示复选标记注册人（1）是否已提交了1934年《证券法》第13或15（d）条在前12个月内提交的所有报告此类报告）和（2）在过去的90天中一直受到此类申请要求的约束。是x否_____截至1996年9月30日，注册人的普通股中有51,064,895股，$ 0.001标准杆价值，未偿还。截至1996年9月30日的季度的KLA Instruments Corporation公司表格10-Q

Page Number ------ PART I FINANCIAL INFORMATION Item 1 Financial Statements: Condensed Consolidated Statements of Operations for the Three Months Ended September 30, 1995 and 1996 ..............................3 Condensed Consolidated Balance Sheets at June 30 and September 30, 1996...........................................................4 Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 1995 and 1996 ..............................5 Notes to Unaudited Condensed Consolidated Financial Statements.........................................................6 Item 2 Management's Discussion and Analysis of Results of Operations and Financial Condition.............................................7-8 PART II OTHER INFORMATION Items 1-6..................................................................................9 Signatures................................................................................10

第2页第一部分财务信息项1财务报表KLA Instruments Corporation Condemed Consolidated Operations截至9月30日的三个月（以每股金额除外）（未经审计）

1995 1996 --------- --------- Net sales $ 149,076 $ 164,154 --------- --------- Costs and expenses: Cost of sales 66,672 74,152 Engineering, research and development 15,621 21,495 Selling, general and administrative 27,855 35,556 --------- --------- 110,148 131,203 --------- --------- Income from operations 38,928 32,951 Interest income and other, net 4,187 3,532 Interest expense (418) (154) --------- --------- Income before income taxes 42,697 36,329 Provision for income taxes 15,371 12,352 --------- --------- Net income $ 27,326 $ 23,977 ========= ========= Net income per share $ 0.52 $ 0.46 ========= ========= Shares used in computing net income per share 52,408 52,127

看到陪同指出beplay官网ued未经审计的浓缩的缺点olidated financial statements. Page 3 KLA INSTRUMENTS CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands except per share amounts) (Unaudited)

June 30, September 30, 1996 1996 --------- ----------- ASSETS Current assets: Cash and cash equivalents $ 109,404 $ 107,106 Short-term investments 14,279 22,462 Accounts receivable, net of allowances of $3,121 and $3,182 203,470 192,972 Inventories 132,377 138,619 Deferred income taxes 27,246 27,055 Other current assets 6,783 11,870 --------- --------- Total current assets 493,559 500,084 Land, property and equipment, net 71,825 74,923 Marketable securities 137,728 154,882 Other assets 9,660 10,936 --------- --------- Total assets $ 712,772 $ 740,825 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable $ 3,111 $ 5,807 Accounts payable 27,330 21,498 Income taxes payable 34,595 37,287 Other current liabilities 104,167 107,482 --------- --------- Total current liabilities 169,203 172,074 --------- --------- Deferred income taxes 6,320 7,792 --------- --------- Commitments and contingencies Stockholders' equity: Preferred stock, $0.001 par value, 1,000 shares authorized, none issued and outstanding -- -- Common stock, $0.001 par value, 75,000 shares authorized, 51,030 and 51,065 shares issued and outstanding 51 51 Capital in excess of par value 277,892 278,000 Retained earnings 259,777 283,754 Treasury stock (581) (1,213) Net unrealized gain/(loss) on investments (131) 171 Cumulative translation adjustment 241 196 --------- --------- Total stockholders' equity 537,249 560,959 --------- --------- Total liabilities and stockholders' equity $ 712,772 $ 740,825 ========= =========

看到陪同指出beplay官网ued未经审计的浓缩的缺点olidated financial statements. Page 4 KLA INSTRUMENTS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED SEPTEMBER 30, (In thousands) (Unaudited)

1995 1996 --------- --------- Cash flows from operating activities: Net income $ 27,326 $ 23,977 Adjustments required to reconcile net income to cash provided by operations: Depreciation and amortization 3,385 5,517 Deferred income taxes -- 1,663 Changes in assets and liabilities: Accounts receivable (19,081) 10,498 Inventories (12,825) (6,242) Other assets 9,261 (6,363) Accounts payable 1,366 (5,832) Income taxes payable 6,945 2,692 Other current liabilities 10,639 3,315 --------- --------- Cash provided by operating activities 27,016 29,225 --------- --------- Cash flows from investing activities: Capital expenditures (8,097) (8,615) Purchases of short and long-term available for sale securities (137,685) (73,669) Sales and maturities of short and long-term available for sale securities 114,456 48,634 --------- --------- Cash used for investing activities (31,326) (33,650) --------- --------- Cash flows from financing activities: Short-term borrowings, net (2,018) 2,696 Payment of current portion of long-term debt (20,000) -- Sales of common stock/tax benefit of options exercised 788 (524) --------- --------- Cash provided by/(used for) financing activities (21,230) 2,172 --------- --------- Effect of exchange rate changes (699) (45) --------- --------- Decrease in cash and cash equivalents (26,239) (2,298) Cash and cash equivalents at beginning of period 92,059 109,404 --------- --------- Cash and cash equivalents at end of period $ 65,820 $ 107,106 ========= =========

看到陪同指出beplay官网ued未经审计的浓缩的缺点olidated financial statements. Page 5 KLA INSTRUMENTS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1) In the opinion of Company's management, the unaudited consolidated condensed financial statements include all adjustments (consisting only of adjustments that are of a normal recurring nature) necessary for a fair statement of results. The results for the quarter ended September 30, 1996, are not necessarily indicative of results to be expected for the entire year. This financial information should be read in conjunction with the Company's Annual Report on Form 10-K (including items incorporated by reference therein) for the year ended June 30, 1996. 2) Details of certain balance sheet components (in thousands):

1996年6月30日,1996年9月30日 ----------- ----------- Inventories: Systems raw materials $ 33,521 $ 34,608 Customer service spares 13,614 20,843 Work-in-process 47,012 57,908 Demonstration equipment 38,230 25,260 ----------- ----------- $ 132,377 $ 138,619 =========== ===========

3）1996年4月，该公司通过了一项计划，截beplay官网ued至1997年10月，在公开市场上回购了高达2000万美元的KLA普通股。股票在1996年9月30日截至1996年9月30日的三个月内回购了35,000股股票。总成本为631,250美元。4）1996年9月，该公司批准了新的替代股票期权，以beplay官网ued换取取消所取代选项的整个未态度的部分。这些期权是在赠款之日以公平市场价值发行的。第一个新选项下授予的选项数量等于被取消选项数量的50％。剩余的50％的新选项将在1997年3月16日或之前以赠款之日的公平市场价值作为第二个新选择。5）截至199beplay官网ued6年9月30日的三个月，该公司的有效税率下降至34％。截至1996年6月30日的一年，公司的税率为36％。该率降低主要是由于恢复联邦研究和发展税收抵免。法定税率和公司有效税率之间的差额主要是由于研发税收抵免，FSC福利，免税利息和州税。beplay官网ued6）每股净收入是使用各个期间中未偿还的普通股票和普通同等股份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票。 Page 6 KLA INSTRUMENTS CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION The following discussion and analysis may contain forward-looking statements that reflect the Company's current judgment regarding the matters addressed by such statements. Because such statements apply to future events, they are subject to risks and uncertainties that could cause actual results to differ substantially. Important factors that could cause actual results to differ are described in the following discussion and are particularly noted under "Future Operating Results" on page 8. Results of Operations First Quarter of Fiscal 1997 Compared with First Quarter of Fiscal 1996 Net Sales Net sales increased $15.1 million or 10.1% for the three month period ended September 30, 1996 as compared to the first quarter of the prior fiscal year. The RAPID business unit, driven primarily by changes in technology, was predominately responsible for the increase in sales. The Company attributes the increase in RAPID's sales primarily to the ongoing industry-wide retooling for advanced reticle manufacturing, as well as continuing industry movement towards smaller line widths. Unit sales in the WISARD business unit declined, reflecting the industry's capital spending weakness. Many of the leading manufacturers have placed new fab construction on hold while they evaluate the marketplace and assess the future supply/demand relationship for various semiconductor devices. Gross Margin Gross margins were 54.9% for the three month period ended September 30, 1996 compared to 55.3% in the first quarter of the prior fiscal year. The slight decrease in the gross margin reflects a mix shift towards the RAPID business unit. Gross margins for the RAPID business unit have increased as a result of lower cost components and lower installation and warranty costs, but these margins are still below the Company average. Gross margins were favorably affected by the sales of two SEMSpec units during the quarter, however the slight increase was offset by changes in product mix within the WISARD business due to the ramp up of the KLA 2135. Engineering, Research and Development Engineering, research and development expenses were 13.1% of net sales for the three month period ended September 30, 1996 compared to 10.5% in the first quarter of the prior fiscal year. Net engineering expenditures rose $5.9 million during the first quarter of fiscal 1997 compared to the first quarter of fiscal 1996. 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. Selling, General and Administrative Selling, general and administrative expenses were 21.7% of net sales for the three month period ended September 30, 1996 compared to 18.7% in the first quarter of the prior fiscal year. Operating costs included approximately $5.0 million of representative commissions which relate to orders previously taken by the Company's former representative in Japan but which shipped during the first quarter. These commissions will phase out substantially during the next several Page 7 quarters. Some reductions in other operating costs were initiated during the quarter, the full effects of which will not be realized until the next quarter. Interest Income and Other Interest income and other, net, decreased $0.7 million for the three month period ended September 30, 1996 compared to the first quarter of the prior fiscal year. This decrease is due to lower yields on the Company's investment portfolio offsetting higher average cash balances. Provision for Income Taxes The Company's effective tax rate decreased to 34% for the three months ended September 30, 1996. The Company's tax rate was 36% for the year ended June 30, 1996. This rate decrease is due primarily to the reinstatement of the federal research and development tax credit. The difference between the statutory tax rate and the Company's effective tax rate is primarily due to R&D tax credits, FSC benefits, tax exempt interest and state taxes. The IRS is currently auditing the Company's federal income tax returns for fiscal years 1985 to 1992. The Company has received a notice of proposed tax deficiency for such years. The Company filed a tax protest letter with the IRS on June 10, 1996, in response to the IRS notice. 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. 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. Liquidity and Capital Resources Cash, cash equivalents and marketable securities balances increased to $284.5 million for the three months ended September 30, 1996. Cash generated by operations was $30.7 million, derived primarily from net income and reductions in receivables. This was offset by long term investments of $17.2 million for the quarter. The Company's capital expenditures were primarily in facility improvements, new computers to accommodate general business needs, and engineering computers and equipment to support the Company's expanding research and development efforts. 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 8 KLA INSTRUMENTS CORPORATION FORM 10-Q PART II: OTHER INFORMATION Item 1 Legal Proceedings None 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 Not applicable Item 5 Other Events Not applicable Item 6 Exhibits and Reports on Form 8-K (a) Exhibits 27.1 Financial Data Schedule (b) Reports on Form 8-K Current report on Form 8-K filed September 24, 1996: The Company filed a Form 8-K on September 24, 1996, reporting that as of April 26, 1996, the Company amended its Shareholder Rights Plan. The amendment increased the exercise price from $50.00 to $160.00, changed the acquisition threshold from 20% to 15%, extended the term from 1999 to 2006, added an exchange provision and made certain other technical changes. Page 9 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. KLA INSTRUMENTS CORPORATION November 12, 1996 ROBERT J. BOEHLKE - ----------------- ----------------- [Date] Robert J. Boehlke V.P. Finance and Administration Chief Financial Officer Page 10