KLA Provides Updated Financial Guidance After Mid-Quarter Completion of Orbotech Acquisition

MILPITAS, Calif., March 5, 2019 /PRNewswire/ -- KLA-Tencor Corporation (NASDAQ: KLAC) today provided updated guidance for revenue, GAAP and non-GAAP earnings per share for its fiscal third quarter ending March 31, 2019. The new guidance includes the contribution from Orbotech to combined company results for the 39 days remaining in the March quarter, following completion of the Orbotech acquisition on Feb. 20, 2019.

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On Jan. 29, 2019, KLA provided guidance for revenue for the third fiscal quarter of 2019 in the range of $880 million to $960 million. KLA now expects third-quarter revenue to be in the range of $1.025 billion to $1.115 billion, as a result of the expected revenue contribution of $145 million to $155 million from Orbotech for the stub period.

KLA's original guidance for GAAP earnings per share for the third fiscal quarter of 2019 was between $1.35 and $1.67 per share, based on an expected diluted weighted average share count of 151 million shares at the end of the quarter. The combined GAAP earnings per share for KLA and Orbotech is now expected to be in the range of $0.94 to $1.28 per share, as a result of the expected contribution from Orbotech for the stub period, the impact of charges related to the acquisition, and the incremental financing costs related to the transaction.

KLA's original guidance for non-GAAP earnings per share for the third fiscal quarter of 2019 was between $1.39 to $1.71 per share. The combined non-GAAP earnings per share for KLA and Orbotech is now expected to be in the range of $1.45 to $1.79 per share. The new earnings per share guidance is a result of the contribution from Orbotech for the stub period and the incremental financing costs related to the transaction. GAAP and non-GAAP earnings per share assume a diluted weighted average share count of 157 million shares, which includes the additional shares issued in the Orbotech acquisition.

"We are excited about the future for KLA. The new combination opens new opportunities to pursue our strategic objectives and create additional value for our customers, employees, and stockholders," said Rick Wallace, president and CEO at KLA.

About KLA:

KLA develops industry-leading equipment and services that enable innovation throughout the electronics industry. We provide advanced process control and process-enabling solutions for manufacturing wafers and reticles, integrated circuits, packaging, printed circuit boards and flat panel displays. In close collaboration with leading customers across the globe, our expert teams of physicists, engineers, data scientists and problem-solvers design solutions that move the world forward. Additional information may be found at http://www.kla.com (KLAC-F).

Use of Non-GAAP Financial Information:

The non-GAAP and supplemental information provided in this press release is a supplement to, and not a substitute for, KLA's financial results presented in accordance with United States GAAP. To supplement KLA's condensed, consolidated financial statements presented in accordance with GAAP, the company provides certain non-GAAP financial information, which is adjusted from results based on GAAP to exclude certain costs and expenses (benefits), as well as other supplemental information. The non-GAAP and supplemental information is provided to enhance the user's overall understanding of KLA's operating performance and its prospects in the future. Specifically, KLA believes that the non-GAAP information provides useful measures to both management and investors regarding financial and business trends relating to KLA's financial performance by excluding certain costs and expenses (benefits) that the company believes are not indicative of its core operating results. The non-GAAP information is among the budgeting and planning tools that management uses for future forecasting. However, because there are no standardized or generally accepted definitions for most non-GAAP financial metrics, definitions of non-GAAP financial metrics (for example, determining which costs and expenses [benefits] to exclude when calculating such a metric) are inherently subject to significant discretion. As a result, non-GAAP financial metrics may be defined very differently from company to company, or even from period to period within the same company, which can potentially limit the usefulness of such information to an investor. The presentation of non-GAAP and supplemental information is not meant to be considered in isolation or as a substitute for results prepared and presented in accordance with United States GAAP.

                     Reconciliation of GAAP to Non-GAAP diluted net income per share for Q3 FY2019

    ---





                                (In millions,
                                 except per share
                                 amounts)                                       Low                      High



                   GAAP diluted
                    net income per
                    share                                                                        $0.94         $1.28


                                                             Acquisition-related charges             a   0.59           0.59


                                                             Income tax effect of
                                                              acquisition-related charges            b (0.08)        (0.08)


                   Non-GAAP
                    diluted net
                    income per
                    share                                                                        $1.45         $1.79



        Shares used in net
         income per
         diluted share
         calculation                                                                  157                  157




               a.               Acquisition-
                                 related
                                 charges
                                 primarily
                                 include
                                 amortization
                                 of intangible
                                 assets and
                                 other
                                 acquisition-
                                 related
                                 adjustments
                                 including
                                 adjustments
                                 for the fair
                                 valuation of
                                 inventory and
                                 backlog,
                                 acceleration
                                 of certain
                                 employee
                                 compensation
                                 arrangements,
                                 and
                                 transaction
                                 costs
                                 associated
                                 primarily
                                 with the
                                 acquisition
                                 of Orbotech.
                                 Management
                                 believes that
                                 the expense
                                 associated
                                 with the
                                 amortization
                                 of
                                 acquisition-
                                 related
                                 intangible
                                 assets is
                                 appropriate
                                 to be
                                 excluded
                                 because a
                                 significant
                                 portion of
                                 the purchase
                                 price for
                                 acquisitions
                                 may be
                                 allocated to
                                 intangible
                                 assets that
                                 have short
                                 lives, and
                                 exclusion of
                                 these
                                 expenses
                                 allows
                                 comparisons
                                 of operating
                                 results that
                                 are
                                 consistent
                                 over time for
                                 both KLA's
                                 newly
                                 acquired and
                                 long-held
                                 businesses.
                                 Management
                                 believes that
                                 the other
                                 acquisition-
                                 related
                                 expenses are
                                 appropriate
                                 to be
                                 excluded
                                 because we
                                 would not
                                 have
                                 otherwise
                                 incurred such
                                 costs in the
                                 period
                                 presented.
                                 Management
                                 believes
                                 excluding
                                 these items
                                 helps
                                 investors
                                 compare our
                                 operating
                                 performances
                                 with our
                                 results in
                                 prior periods
                                 as well as
                                 with the
                                 performance
                                 of other
                                 companies.


               b.               Income tax
                                 effect of
                                 non-GAAP
                                 adjustments
                                 includes the
                                 income tax
                                 effects of
                                 the excluded
                                 items noted
                                 above.
                                 Management
                                 believes that
                                 it is
                                 appropriate
                                 to exclude
                                 the tax
                                 effects of
                                 the items
                                 noted above
                                 in order to
                                 present a
                                 more
                                 meaningful
                                 measure of
                                 non-GAAP net
                                 income.

Forward Looking Statements:
Statements in this press release other than historical facts, such as statements regarding revenue and EPS and diluted weighted average shares outstanding guidance for the third quarter of fiscal year 2019, 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 the timing of shipment to customers, the completion of our accounting for the acquisition of Orbotech, and other risks and uncertainties including those set forth in our reports on Forms 10-K, 10-Q and 8-K and those included in our registration statement on Form S-4 filed with the Securities and Exchange Commission on May 19, 2019, as amended.

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SOURCE KLA Corporation