KLA Corporation filed SEC Form 8-K: Results of Operations and Financial Condition, Other Events, Financial Statements and Exhibits
$KLAC
Electronic Components
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM | |||||
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 30, 2025
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 2.02 | Results of Operations and Financial Condition. | |||||||
On April 30, 2025, KLA Corporation (the “Company”) issued a press release announcing selected financial and operating results for its third quarter of fiscal year 2025 . A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 2.02 of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
| Item 8.01 | Other Events | ||||
On April 30, 2025, the Board of Directors (the “Board”) of the Company established a quarterly dividend level of $1.90 per share on the outstanding shares of the Company’s common stock, which represents the anticipated level at which dividends will be declared by the Board until the Board determines otherwise, beginning with the dividend expected to be declared in May 2025. The declaration and payment of future dividends is subject to the Board’s discretion and will depend on financial and legal requirements and other considerations.
Also, on April 30, 2025, the Board approved a new share repurchase program that authorizes the repurchase of up to $5 billion of shares of the Company’s common stock. This share repurchase program is in addition to the $2 billion share repurchase program announced in September 2023, which as of March 31, 2025, had approximately $457 million of repurchase authority remaining.
Under the repurchase programs, repurchases can be made using a variety of methods, which may include open market purchases, privately negotiated transactions, accelerated share repurchase programs, or otherwise, all in accordance with the requirements of the Securities and Exchange Commission and other applicable legal requirements. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions, and other considerations. The repurchase programs do not obligate the Company to acquire any particular amount of its common stock, and the repurchase programs may be suspended or discontinued at any time at the Company’s discretion.
Note Regarding Forward-Looking Statements:
Statements in this press release other than historical facts, such as statements pertaining to the amount and timing of dividends, the amount and timing of share repurchases, are forward-looking statements and are subject to the Safe Harbor provisions created by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current information and expectations and involve a number of risks and uncertainties. Actual results may differ materially from those projected in such statements due to various factors, including, but not limited to: the effect of tariffs on our business; our vulnerability to a weakening in the condition of the financial markets and the global economy; risks related to our international operations; evolving Bureau of Industry and Security of the U.S. Department of Commerce rules and regulations and their impact on our ability to sell products to and provide services to certain customers in China; costly intellectual property disputes that could result in our inability to sell or use the challenged technology; risks related to the legal, regulatory and tax environments in which we conduct our business; increasing attention to environment, social and governance (“ESG”) matters
and the resulting costs, risks and impact on our business; unexpected delays, difficulties and expenses in executing against our
environmental, climate, diversity and inclusion or other ESG targets, goals and commitments; our ability to attract, retain and
motivate key personnel; our vulnerability to disruptions and delays at our third party service providers; cybersecurity threats,
cyber incidents affecting our and our business partners’ systems and networks; our inability to access critical information in a
timely manner due to system failures; risks related to acquisitions, integrations, strategic alliances or collaborative arrangements; climate change, earthquake, flood or other natural catastrophic events, public health crises such as the COVID-19 pandemic or terrorism and the adverse impact on our business operations; the war between Ukraine and Russia, escalation of
hostilities in the Middle East, and the significant military activity in that region; lack of insurance for losses and interruptions
caused by terrorists and acts of war, and our self-insurance of certain risks including earthquake risk; risks related to
fluctuations in foreign currency exchange rates; risks related to fluctuations in interest rates and the market values of our
portfolio investments; risks related to tax and regulatory compliance audits; any change in taxation rules or practices and our
effective tax rate; compliance costs with federal securities laws, rules, regulations, NASDAQ requirements, and evolving
accounting standards and practices; ongoing changes in the technology industry, and the semiconductor industry in particular,
including future growth rates, pricing trends in end-markets, or changes in customer capital spending patterns; our vulnerability
to a highly concentrated customer base; the cyclicality of the industries in which we operate; our ability to timely develop new
technologies and products that successfully address changes in the industry; risks related to artificial intelligence; our ability to
maintain our technology advantage and protect proprietary rights; our ability to compete in the industry; availability and cost of
the materials and parts used in the production of our products; our ability to operate our business in accordance with our
business plan; risks related to our debt and leveraged capital structure; we may not be able to declare cash dividends at all or in
any particular amount; liability to our customers under indemnification provisions if our products fail to operate properly or
contain defects or our customers are sued by third parties due to our products; our government funding for research and
development is subject to audit, and potential termination or penalties; we may incur significant restructuring charges or other
asset impairment charges or inventory write offs; risks related to receivables factoring arrangements and compliance risk of
certain settlement agreements with the government; and risks related to the Court of Chancery of the State of Delaware being
the sole and exclusive forum for certain actions and proceedings. For other factors that may cause actual results to differ
materially from those projected and anticipated in forward-looking statements in this press release, please refer to KLA’s
Annual Report on Form 10-K for the year ended June 30, 2024, and other subsequent filings with the Securities and Exchange
Commission (including, but not limited to, the risk factors described therein). KLA assumes no obligation to, and does not currently intend to update these forward-looking statements.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d)Exhibits
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |||||||
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 hereunto duly authorized.
| KLA CORPORATION | |||||||||||||||||||||||
| Date: April 30, 2025 | By: | /s/ BREN D. HIGGINS | |||||||||||||||||||||
| Name: | Bren D. Higgins | ||||||||||||||||||||||
| Title: | Executive Vice President and Chief Financial Officer | ||||||||||||||||||||||