8-KOther EventsExhibits & Filings

LAM RESEARCH CORP 8-K Report, Corporate Update (May 23, 2016)

Filed May 23, 2016For Securities:LRCX

Summary

This 8-K filing from Lam Research Corporation (LRCX) on May 23, 2016, primarily serves to provide updated financial information related to the previously announced acquisition of KLA-Tencor Corporation. Investors can find key financial statements for KLA-Tencor, both audited and unaudited, as well as unaudited pro forma condensed combined financial statements that reflect the anticipated merger. The filing also includes the computation of Lam Research's ratio of earnings to fixed charges and a pro forma computation giving effect to the KLA-Tencor merger. This release of financial data is crucial for investors assessing the potential financial impact and valuation of the combined entity following the completion of the KLA-Tencor Merger.

Key Highlights

  • 1Lam Research Corporation (LRCX) filed an 8-K on May 23, 2016, to disclose financial information pertaining to the KLA-Tencor acquisition.
  • 2The filing includes audited consolidated financial statements of KLA-Tencor for the fiscal years ending June 30, 2015, and 2014, and for the three years prior.
  • 3Unaudited condensed consolidated financial statements for KLA-Tencor as of March 31, 2016, and June 30, 2015, and for the related interim periods, are also provided.
  • 4Unaudited pro forma condensed combined financial statements that show the combined financial position and results of operations of LRCX and KLA-Tencor are included.
  • 5The report contains the computation of LRCX's ratio of earnings to fixed charges for recent fiscal periods.
  • 6A pro forma computation of the ratio of earnings to fixed charges, reflecting the impact of the KLA-Tencor Merger, is also filed.
  • 7The filing incorporates by reference the consent of PricewaterhouseCoopers LLP, KLA-Tencor's independent auditor.

Frequently Asked Questions

The primary purpose of this 8-K filing is to provide investors with updated financial information related to the proposed acquisition of KLA-Tencor Corporation by Lam Research Corporation. This includes financial statements of KLA-Tencor and pro forma combined financial statements.

The filing includes both audited consolidated financial statements for KLA-Tencor for the fiscal years ending June 30, 2015, and 2014, and the three years prior, as well as unaudited condensed consolidated financial statements as of March 31, 2016, and June 30, 2015, for interim periods.

Pro forma condensed combined financial statements present the hypothetical combined financial position and results of operations of Lam Research and KLA-Tencor as if the acquisition had already occurred. They are important for investors to understand the potential financial scale, synergies, and financial characteristics of the merged entity.

This filing itself does not explicitly state the completion status. However, it references an Agreement and Plan of Merger dated October 20, 2015, and provides financial information 'in connection with' the merger, indicating the transaction is progressing and financial disclosures are being made in anticipation of its closing.