Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-Q
(Mark one)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

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 000-09992

KLA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware04-2564110
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
One Technology Drive,Milpitas,California95035
(Address of Principal Executive Offices)(Zip Code)

(408) 875-3000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par value per shareKLACThe Nasdaq Stock Market, LLC
The Nasdaq Global Select Market

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 Exchange 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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 18, 2021, there were 151,622,165 shares of the registrant’s Common Stock, $0.001 par value per share, outstanding.

INDEX

Page Number
PART IFINANCIAL INFORMATION
Item 1Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of September 30, 2021 and June 30, 20213
Condensed Consolidated Statements of Operations for the Three Months Ended September 30, 2021 and 20204
Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended September 30, 2021 and 20205
Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended September 30, 2021 and 20206
Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2021 and 20207
Notes to Condensed Consolidated Financial Statements8
Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations35
Item 3Quantitative and Qualitative Disclosures About Market Risk47
Item 4Controls and Procedures48
PART IIOTHER INFORMATION
Item 1Legal Proceedings49
Item 1ARisk Factors49
Item 2Unregistered Sales of Equity Securities and Use of Proceeds67
Item 3Defaults Upon Senior Securities67
Item 4Mine Safety Disclosures67
Item 5Other Information67
Item 6Exhibits68
SIGNATURES69

PART I. FINANCIAL INFORMATION

Next: Item 1. FINANCIAL STATEMENTS