188金宝搏亚洲bet-188金宝搏网站怎么进不了-188bet欧洲杯直播官网

表格10-Q (Mark One) [X]根据《1934年证券交易法》第13或15(d)条提交的季度报告截止季度:12月31日1997年 ------------------------------- 或[]过渡报告按照13到15节(d) 1934年证券交易法的过渡时期 _________________ 来 _________________ 委员会文件号0 - 9992 KLA-TENCOR公司(注册人的确切名称作为其宪章)中指定的特拉华州04 - 2564110(或其他状态(I.R.S.雇主公司或组织)识别号)160里约热内卢Robles San Jose, California 95134(主要行政办公室地址)(邮政编码)(408)434-4200(注册人的电话号码，通过勾号表明注册人(1)在过去12个月(或注册人被要求提交该报告的较短时间内)是否提交了《1934年证券法》第13或15(d)条要求提交的所有报告，(2)在过去90天内一直受到此类申请要求的约束。[]截至1997年1月30日，有84,030,319股登记人的普通股，面值为0.001美元，未偿付。指数

第一部分:财务信息财务报表合并未审计中期资产负债表(千)

见未审定合并188bet欧洲杯直播官网中期财务报表附注。3份未经审计的合并中期经营报表(除每股数据外，以千计)

见未审定合并188bet欧洲杯直播官网中期财务报表附注。4未经审计的合并现金流量表(千)

见未审定合并188bet欧洲杯直播官网中期财务报表附注。5个未经审核的综合综合临时财务报表说明1.在KLA-Tencor Corporation（本公司）的意见中，未经审核的澄清综合的临时财务报表包括所有调整（仅由正常经常调整组成的展会188bet欧洲杯直播官网结果陈述。截至1997年12月31日截至1997年12月31日的季度的结果不一定表明全年预期的结果。本财务信息应与本公司于1997年6月30日止年度的全文10-K的年度报告联合。符合普遍接受的会计原则的财务报表的编制要求管理层估计和188bet欧洲杯直播官网假设会影响报告的金额财务报表和陪同笔记。188bet欧洲杯直播官网实际的金额可能与这些金额有所不同。注2.库存（成千上万）：

注3.截至1997年12月31日止六个月，本公司在其员工股票购买计划下酌情酌情酌情酌情酌情回购高达35万股公开市场。188bet欧洲杯直播官网截至1997年12月31日止六个月期间，该公司以750万美元的价格回购了136,500股普通股股份。188bet欧洲杯直播官网注4.截至1997年12月31日止季度，公司通过了第128号财务会计准则的陈述，“每股收益”。188bet欧洲杯直播官网SFAS 128面对业务声明，需要展示每股基本和摊薄盈利（EPS）。取代初级盈利的基本eps是通过将普通股东的净收入除以在该期间的加权平均股份所得的普通股的净收入来计算。稀释的EPS取代了完全稀释的EPS，并对在一段时间内突出的所有稀释性潜在普通股的影响。在计算稀释的EPS中，纳斯达克国家市场系统报告的平均股票价格用于确定假设从股票期权行使中购买的股票数量，而不是股票价格较高用于计算完全稀释的EPS。对于所呈现的所有期间，基本eps和稀释eps计算的差异是纳入雇员股票期权计划下发给雇员的股票期权的稀释效应。在1997年12月31日止的三个月和六个月期间，分别在48.06美元至69.88美元的价格上购买约90万和779,000股的份额优秀，但不包括在稀释的EPS计算中，因为行使价格大于 the average market price of common shares. 6 NOTE 5. The Company recorded charges totaling $60.6 million for merger, restructuring and other non-recurring events which occurred during forth quarter of fiscal 1997. Of this amount approximately $46 million was the result of the merger between KLA Instruments and Tencor Instruments on April 30, 1997, $6.1 million was a result of the write-off of a bad debt for shipments made to a Thailand company in fiscal 1997 and additional restructuring charges of $8.5 million primarily related to lease exit costs incurred by Tencor Instruments in fiscal 1997. As of December 31, 1997, approximately $10.6 million of the accrued balance remains relating primarily to lease exit costs, and is expected to be utilized ratably during the remainder of fiscal 1998. NOTE 6. The Company has foreign subsidiaries which operate and sell the Company's products in various global markets. As a result, the Company is exposed to changes in foreign currency exchange rates and interest rates. The Company utilizes various hedge instruments, primarily forward exchange contracts, to manage its exposure associated with firm intercompany and third-party transactions denominated in local currencies. At December 31, 1997, the Company had foreign exchange forward contracts maturing throughout fiscal 1998 and early fiscal 1999 to sell and purchase approximately $282 million and $16 million, respectively, in foreign currency, primarily Japanese yen. Net gains on these contracts were approximately $11 million at December 31, 1997. The Company's foreign exchange forward contracts do not subject the Company to risk due to exchange rate movements because net gains and losses on these contracts as previously noted, are offset by net losses on the assets, liabilities and transactions being hedged. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 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. Important factors that could cause actual results to differ are described in the following discussion and under "Risk Factors" below. RESULTS OF OPERATIONS Revenues were $326.4 million and $638.8 million for the three and six month periods ended December 31, 1997, compared to $242.2 million and $503.3 million for the same periods of the prior fiscal year, representing an increase of 34.8% and 26.9% for the respective periods. The increase in revenues is primarily attributable to increased demand for the Company's products when compared to the same periods in the prior fiscal year in which the semiconductor industry was experiencing a slowdown resulting from lower memory device prices caused by excess production capacity. Higher revenue levels were driven by increases in wafer inspection, metrology and reticle inspection system sales. E-Beam Metrology divisional sales continue to grow the Company's overall market share of this technology. Gross margins were 54.0% and 54.4% of revenues for the three and six month periods ended December 31, 1997, compared to 52.6% and 54.3% of revenues for the same periods of the prior fiscal year. Gross margins for system products increased during the current quarter when compared to the prior year quarter primarily as a result of a shift in product mix toward Wisard and Surfscan which have relatively higher gross margins than other product lines as well as improved margins in the Company's E-Beam Metrology division which realized some manufacturing efficiencies as it ramped production during the period. These increases were offset in part by increased costs in the Company's field support organization. Gross margins for the six months ended December 31, 1997 remained relatively consistent with the same period of the prior fiscal year. Engineering, research and development (R&D) expenses were $47.3 million and $92.5 million for the three and six month periods ended December 31, 1997 compared to $29.3 million and $61.8 million for the same periods of the prior fiscal year. As a percentage of revenues, R&D expenses increased to 14.5% for the three and six month periods ended December 31, 1997, compared to 12.1% and 12.3% for the same periods of the prior fiscal year. The increase is primarily attributable to increases in headcount and project material costs associated with the Company's ongoing efforts for product development in new market segments and enhancements to existing products including next generation 300mm products and inspection enhancements for 0.25-micron technology and below. Selling, general and administrative (SG&A) expenses were $61.6 million and $123.8 million for the three and six month periods ended December 31, 1997, compared to $50.2 million and $108.8 million for the same periods of the prior fiscal year. As a percentage of revenues, SG&A decreased to18.9% and 19.4% for the three and six month period ended December 31, 1997, compared to 20.7% and 21.6% for the same periods of the prior fiscal year. The dollar increase during the periods is due primarily to additions to headcount, investment in the Company's worldwide information systems and customer group sales applications resources worldwide. In the first quarter of fiscal 1997, the Company incurred restructuring charges of $8.5 million for costs related to downsizing its operations as well as exiting certain leased facilities. 8 Interest income and other, net, increased $4.0 million and $7.1 million for the three and six month periods ended December 31, 1997, compared to the same periods of the prior fiscal year. The increase is due primarily to higher average investment balances when compared to the same periods a year ago. The Company's effective tax rate decreased to 32% for the three and six month periods ended December 31, 1997, compared to 35.6% and 35.4% for the same periods of the prior fiscal year. This decrease is due primarily to the realization of tax attributes related to a prior acquisition and benefits from R&D tax credits. The IRS is currently auditing the Company's federal income tax returns for fiscal years 1985 through 1992. The Company has received a notice of proposed tax deficiency for such years and filed a tax protest letter with the IRS on June 10, 1996, in response to that 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. LIQUIDITY AND CAPITAL RESOURCES During the six month period ended December 31, 1997, cash, cash equivalents, short-term investments and marketable securities balances declined $2.7 million to $684.6 million. Cash used in operations for the six month period was $5.8 million, resulting primarily from increases in accounts receivable and inventory and offset in part by net income, which includes non-cash charges for depreciation. During the six months ended December 31, 1997, approximately $81.0 million of the Company's accounts receivable were sold. Capital expenditures of $33.7 million during the first six months of fiscal 1998 were primarily for computer equipment and facilities improvements to support the Company's growth. Cash and cash equivalents provided by financing activities during the first six months of fiscal 1998 were $16.6 million compared to $5.3 million provided in the same period of the prior year. The increase is primarily attributed to issuance of the Company's stock in connection with employee benefit plans offset by stock repurchases . Working capital was $577.0 million at December 31, 1997 compared to $535.3 million at the end of fiscal 1997. A major component of working capital continues to be cash and short-term investments. The Company believes that existing liquid resources and funds generated from operations combined with its ability to borrow funds will be adequate to meet its operating and capital requirements and obligations through the foreseeable future. The Company believes that success in its industry requires substantial capital in order to maintain the flexibility to take advantage of opportunities as they may arise. Accordingly, the Company may, from time to time, as market and business conditions warrant, invest in or acquire businesses, products, or technologies which it believes complement its overall business strategy. Borrowings under the Company's credit facilities, or public offerings of equity or debt securities, are available if the need arises. The sale of additional equity securities could result in additional dilution to the Company's stockholders. 9 RISK FACTORS The Company's quarterly operating results have fluctuated in the past and may fluctuate in the future. The Company's operating results are dependent on many factors, including the economic conditions in the semiconductor and related industries, both in the US and abroad, the size and timing of the receipt of orders from customers, customer cancellations or delays of shipments, the Company's ability to develop, introduce, and market new and enhanced products on a timely basis (which includes its ability to attract, hire and assimilate an adequate number of qualified people), among others. There can be no assurance that one or more of these factors will not adversely impact the Company's quarterly operating results. The Company's business depends and will depend in the future upon the capital equipment expenditures of semiconductor manufacturers, which in turn depend on the current and anticipated market demand for integrated circuits and products utilizing integrated circuits. The semiconductor industry has been cyclical in nature and historically has experienced periodic downturns. Even during periods of reduced revenues, in order to remain competitive the Company will be required to continue to invest in research and development and to maintain extensive ongoing worldwide customer service and support capability which could adversely affect its financial results. Rapid technological changes in semiconductor manufacturing processes subject the semiconductor manufacturing equipment industry to increased pressure to maintain technological parity with deep submicron process technology. The Company believes that its future success will depend in part upon its ability to develop, manufacture and successfully introduce new products with improved capabilities including those for 300mm wafers and devices with critical dimensions at 0.25-micron and below and to continue to enhance existing products. Due to the risks inherent in transitioning to new products, the Company will be required to accurately forecast demand for new products while managing the transition from older products. If new products have reliability or quality problems, reduced orders, higher manufacturing costs, delays in acceptance of and payment for new products and additional service and warranty expense may result. In the past, the Company has experienced some delays as well as reliability and quality problems in connection with product introductions, resulting in some of these consequences. There can be no assurance that the Company will successfully develop and manufacture new products, or that new products introduced by the Company will be accepted in the marketplace. If the Company does not successfully introduce new products, the Company's results of operations will be materially adversely affected. The Company expects to continue to make significant investments in research and development. There can be no assurance that future technologies, processes or product developments will not render the Company's current product offerings obsolete or that the Company will be able to develop and introduce new products or enhancements to its existing products which satisfy customer needs in a timely manner or achieve market acceptance. The failure to do so could adversely affect the Company's business. 10 The semiconductor equipment industry is highly competitive. The Company has experienced and expects to continue to face substantial competition throughout the world. The Company believes that to remain competitive, it will require significant financial resources in order to offer a broad range of products, to maintain customer service and support centers worldwide, and to invest in product and process research and development. The Company believes that the semiconductor equipment industry is becoming increasingly dominated by large manufacturers, who have the resources to support customers on a worldwide basis. Many of these competitors have substantially greater financial resources and more extensive engineering, manufacturing, marketing and customer service and support capabilities than the Company. In addition, there are smaller emerging semiconductor equipment companies which provide innovative technology. No assurance can be given that the Company will be able to compete successfully worldwide. International revenues accounted for 65%, 66% and 65% of the Company's net revenues for fiscal years 1995, 1996 and 1997, respectively. International sales were 63% for the three and six month periods ended December 31, 1997. The Company expects that international revenues will continue to represent a significant percentage of its net revenues. International revenues and operations may be adversely affected by imposition of governmental controls, restrictions on export technology, political instability, trade restrictions, changes in tariffs and the difficulties associated with staffing and managing international operations. In addition, international sales may be adversely affected by economic conditions in each country. The future performance of the Company will be dependent, in part, upon its ability to continue to compete successfully in Asia, one of the largest areas for the sale of yield management and process monitoring equipment. Countries in the Asia Pacific region, including Japan, Korea and Taiwan, have recently experienced weaknesses in their currency, banking and equity markets. These weaknesses could adversely affect consumer demand for the Company's products, the U.S. dollar value of the Company's foreign currency denominated sales, the availability and supply of resources, and the Company's consolidated results of operations. Although the Company attempts to manage near term currency risks through "hedging," there can be no assurance that such efforts will be adequate. These factors could have a material adverse effect on the Company's future business and financial results. 11 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 The Annual Meeting of Stockholders of KLA-Tencor Corporation was held on November 18, 1997 at the Company's offices in Milpitas, California. Of the 84,408,077 shares outstanding as of the record date, 73,423,716 shares (87%) were present or represented by proxy at the meeting. 1. The table below presents the results of the election to the Company's board of directors.

2.股东批准了1981年雇员股票购买计划的修正，以增加所承担的800,000股普通股的股份数量。该提案由股东批准，收到54,252,652票，18,327,652票，票数为18,327,997票，票票，725,319名经纪人非投票。3.股东批准了新的1997年雇员股票购买计划，并为发行而保留，其中包括200,000股普通股。该提案由股东批准，收到了53,675,977票，18,268,699票，票数，115,921票弃权，1,363,119名经纪人非投票。4.股东批准了委任价格Waterhouse LLP，作为该公司的独立会计师于1998年6月30日止终止。该提案收到了73,321,250票，19,566188bet欧洲杯直播官网票反对，弃权82,900票。项目5.其他信息不适用。12 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 10.12 Participation Agreement dated as of November 12, 1997, including exhibits, schedules and related agreements thereto, by and between KLA-Tencor Corporation, Lease Plan U.S.A., Inc., certain financial institutions, ABN AMRO Bank N.V. and Banque Nationale De Paris. 27.1 Financial Data Schedule. (b) Reports on Form 8-K There were no reports on Form 8-K filed during the period ended December 31, 1997. 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-TENCOR CORPORATION (Registrant) February 11, 1998 Fredrick A. Ball - -------------------------- ------------------------------- (Date) Fredrick A. Ball Vice President Finance and Accounting 13 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 10.12 Participation Agreement dated as of November 12, 1997 including exhibits, schedules and related agreements thereto, by and between KLA-Tencor Corporation, Lease Plan U.S.A., Inc., certain financial institutions, ABN AMRO Bank N.V. and Banque Nationale De Paris. 27.1 Financial Data Schedule.