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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
(Mark One)
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year EndedJune 30, 20172022
OR
oTRANSITION 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-TENCORKLA 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 Number)
No.)
One Technology Drive, Milpitas, CaliforniaMilpitas,California95035
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number, Including Area Code: (408) 875-3000
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
Securities Registered Pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes o    No  x
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  x    No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes  x    No  o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x
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“emerging growth company"company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated Filer x
Accelerated filer o
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company o
☐ 
Emerging growth companyo
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant based upon the closing price of the registrant’s stock, as of December 31, 2016,2021, was approximately $11.05$64.80 billion.
The registrant had 156,840,420141,803,776 shares of common stock outstanding as of July 14, 2017.18, 2022.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the 20172022 Annual Meeting of Stockholders (“Proxy Statement”), and to be filed pursuant to Regulation 14A within 120 days after the registrant’s fiscal year ended June 30, 2017,2022, are incorporated by reference into Part III of this report.



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INDEX
PART I
Item 1.
Item 1A.
PART I
Item 1.
Item 1A.1B.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Consolidated Balance Sheets as of June 30, 2017 and June 30, 20162022 and2021
Item 9.
Item 9A.
Item 9B.
Item 9C.
PART III
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
Item 16.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact may be forward-looking statements. You can identify these and other forward-looking statements by the use of words such as “may,” “will,” “could,” “would,” “should,” “expects,” “plans,” “anticipates,” “relies,” “believes,” “estimates,” “predicts,” “intends,” “potential,” “continue,“continues,” “thinks,” “seeks,” or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements. Such forward-looking statements include those regarding, among others,others: the future impacts of the COVID-19 pandemic; forecasts of the future results of our operations, including profitability; orders for our products and capital equipment generally; sales of semiconductors; the investments by our customers in advanced technologies and new materials; the allocation of capital spending by our customers (and, in particular, the percentage of spending that our customers allocate to process control); growth of revenue in the semiconductor industry, the semiconductor capital equipment industry and our business; technological trends in the semiconductor industry; future developments or trends in the global capital and financial markets; our future product offerings and product features; the success and market acceptance of new products; timing of shipment of order backlog; our future product shipments and product and service revenues; our future gross margins; our future research and development (“R&D”) expenses and selling, general and administrative (“SG&A”) expenses; our ability to successfully maintain cost discipline; international sales and operations; our ability to maintain or improve our existing competitive position; success of our product offerings; creation and funding of programs for research and development; attraction and retention of employees;R&D; results of our investment in leading edge technologies; the effects of hedging transactions; the effect of the sale of trade receivables and promissory notes from customers; the effect of future compliance with laws and regulations; our future effective income tax rate; our recognition of tax benefits; the effects of any audits or litigation; future payments of dividends to our stockholders; the completion of any acquisitions of third parties, or the technology or assets thereof; benefits received from any acquisitions and development of acquired technologies; sufficiency of our existing cash balance, investments, cash generated from operations and the unfunded revolving lineportion of credit under aour Revolving Credit Agreement (the “Credit Agreement”)Facility (as defined below) to meet our operating and working capital requirements, including debt service and payment thereof; future dividends, and stock repurchases; our compliance with the financial covenants under the Credit Agreement; the expected timing of the completion ofAgreement (as defined below) for our global employee workforce reduction; the additional charges that we may incur in connection with our global employee workforce reduction; the expectedcost savings that we expect to recognize as a result of such workforce reduction;Revolving Credit Facility; the adoption of new accounting pronouncements; and our repayment of our outstanding indebtedness.indebtedness; and our environmental, social and governance (“ESG”) related targets, goals and commitments.
Our actual results may differ significantly from those projected in the forward-looking statements in this report. Factors that might cause or contribute to such differences include, but are not limited to:
The impact of the COVID-19 pandemic on the global economy and on our business, financial condition and results of operations, including the supply chain constraints we are experiencing as a result of the pandemic;
Economic, political and social conditions in the countries in which we, our customers and our suppliers operate, including rising inflation and interest rates, Russia's invasion of Ukraine and global trade policies;
Disruption to our manufacturing facilities or other operations, or the operations of our customers, due to natural catastrophic events, health epidemics or terrorism;
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 ability to timely develop new technologies and products that successfully anticipate or address changes in the semiconductor industry;
Our ability to maintain our technology advantage and protect our proprietary rights;
Our ability to compete with new products introduced by our competitors;
Our ability to attract, onboard and retain key personnel;
Cybersecurity threats, cyber incidents affecting our and our customers, suppliers and other service providers’ systems and networks and our and their ability to access critical information systems for daily business operations;
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;
Exposure to a highly concentrated customer base;
Availability and cost of the wide range of materials used in the production of our products;
Our ability to operate our business in accordance with our business plan;
Legal, regulatory and tax environments in which we perform our operations and conduct our business and our ability to comply with relevant laws and regulations;
Increasing attention to ESG matters and the resulting costs, risks and impact on our business;
Our ability to pay interest and repay the principal of our current indebtedness is dependent upon our ability to manage our business operations, our credit rating and the ongoing interest rate environment, among other factors;
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Instability in the global credit and financial markets;
Our exposure to currency exchange rate fluctuations, or declining economic conditions in those discussedcountries where we conduct our business;
Changes in our effective tax rate resulting from changes in the tax rates imposed by jurisdictions where our profits are determined to be earned and taxed, expiration of tax holidays in certain jurisdictions, resolution of issues arising from tax audits with various authorities or changes in tax laws or the interpretation of such tax laws;
Our ability to identify suitable acquisition targets and successfully integrate and manage acquired businesses; and
Unexpected delays, difficulties and expenses in executing against our environmental, climate, diversity and inclusion or other ESG targets, goals and commitments outlined in this report.
This report contains ESG-related statements based on hypothetical scenarios and assumptions as well as estimates that are subject to a high level of uncertainty, and these statements should not necessarily be viewed as being representative of current or actual risk or performance, or forecasts of expected risk or performance. In addition, historical, current, and forward-looking environmental and social-related statements may be based on standards for measuring progress that are still developing, and internal controls and processes that continue to evolve. Forward-looking and other statements in this report may also address our corporate responsibility and sustainability progress, plans, and goals, and the inclusion of such statements is not an indication that these contents are necessarily material for the purposes of complying with or reporting pursuant to the U.S. federal securities laws and regulations, even if we use the word “material” or “materiality” in this report.
For a more detailed discussion of these and other risk factors, that might cause or contribute to differences from the forward looking statements in this report, see Item 1A, “Risk Factors” in this Annual Report on Form 10-K, as well as in Item 1, “Business” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report. You should carefully review these risks and also review the risks described in other documents we file from time to time with the Securities and Exchange Commission (“SEC”), including the Quarterly Reports on Form 10-Q that we will file in the fiscal year ending June 30, 2018.2023. You are cautioned not to place undue reliance on these forward-looking statements, and we expressly assume no obligation and do not intend to update the forward-looking statements in this report after the date hereof.

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PART I

ITEM 1.BUSINESS
The Company
KLA-Tencor Corporation (“KLA-Tencor” or the “Company” and also referred to as “we” or “our”) is a leading supplier of process control and yield management solutions for the semiconductor and related nanoelectronics industries. Our products are also used in a number of other high technology industries, including the advanced packaging, light emitting diode (“LED”), power devices, compound semiconductor, and data storage industries, as well as general materials research.
Within our primary area of focus, our comprehensive portfolio of inspection and metrology products, and related service, software and other offerings, helps integrated circuit (“IC” or “chip”) manufacturers manage yield throughout the entire semiconductor fabrication process—from research and development (“R&D”) to final volume production. These products and offerings are designed to provide comprehensive solutions to help our customers to accelerate their development and production ramp cycles, to achieve higher and more stable semiconductor die yields, and to improve their overall profitability.
KLA-Tencor’s products and services are used by the vast majority of bare wafer, IC, lithography reticle (“reticle” or “mask”) and disk manufacturers around the world. These customers turn to us for inline wafer and IC defect monitoring, review and classification; reticle defect inspection and metrology; packaging and interconnect inspection; critical dimension (“CD”) metrology; pattern overlay metrology; film thickness, surface topography and composition measurements; measurement of in-chamber process conditions, wafer shape and stress metrology; computational lithography tools; and overall yield and fab-wide data management and analysis systems. Our advanced products, coupled with our unique yield management services, allow us to deliver the solutions our customers need to accelerate their yield learning rates and significantly reduce their risks and costs.ITEM 1.BUSINESS
Certain industry and technical terms used in this section are defined in the subsection entitled “Glossary” found at the end of this Item 1.
KLA-TencorThe Company
KLA Corporation and its majority-owned subsidiaries (“KLA” or the “Company” and also referred to as “we,” “our,” “us,” or similar references) is a supplier of industry-leading equipment and services that enables innovation throughout the electronics industry. We provide advanced process control and process-enabling solutions for manufacturing wafers, reticles, chemicals/materials, integrated circuits (“IC” or “chip”), packaged ICs, printed circuit boards (“PCB”), and flat panel displays (“FPD”), as well as comprehensive support and services across our installed base. Our suite of advanced products, coupled with our unique yield management software and services, allow us to deliver the solutions our customers need to achieve their productivity goals, including improving yields and reducing waste, by significantly reducing their risks and costs and improving their overall profitability and return on investment.
KLA was formed as KLA-Tencor in April 1997 through the merger of KLA Instruments Corporation and Tencor Instruments, two long-time leaders in the semiconductor capital equipment industry that originally began operations in 1975 and 1976, respectively. On February 20, 2019, KLA completed the acquisition of Orbotech, Ltd. (“Orbotech”), a global supplier of yield-enhancing and process-enabling solutions for the manufacture of electronics products, in order to target growth opportunities in new and expanding end markets. We are organized into four reportable segments: Semiconductor Process Control; Specialty Semiconductor Process; PCB, Display and Component Inspection; and Other.
Within the Semiconductor Process Control segment, our comprehensive portfolio of inspection, metrology and software products, and related services, help IC, wafer, reticle and chemical/materials manufacturers achieve target yields throughout the entire fabrication process, from R&D to final volume production. These products and services are designed to provide comprehensive solutions to help customers accelerate development and production ramp cycles, achieve higher and more stable product yields and improve their overall profitability.
Within the Specialty Semiconductor Process segment, which includes the SPTS business, KLA develops and sells advanced vacuum deposition and etching process tools, which are used by a broad range of specialty semiconductor customers, including manufacturers of microelectromechanical systems (“MEMS”), radio frequency (“RF”) communication semiconductors, and power semiconductors for automotive and industrial applications.
Within the PCB, Display and Component Inspection segment, which includes the PCB, FPD, Frontline and ICOS businesses, KLA enables electronic device manufacturers to inspect, test and measure PCBs, FPDs and packaged ICs to verify their quality, pattern the desired electronic circuitry on the relevant substrate and perform three-dimensional shaping of metalized circuits on multiple surfaces.
Additional information about KLA-TencorKLA is available on our website at www.kla-tencor.com. Ourwww.kla.com. The Annual ReportReports on Form 10-K, our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge on ourthe website as soon as reasonably practicable after wethey are electronically file themfiled with or furnish themfurnished to the Securities and Exchange Commission (“SEC��).SEC. Information contained on ourKLA’s website is not part of this Annual Report on Form 10-K or ourKLA’s other filings with the SEC. Additionally, these filings may be obtained through the SEC’s website (www.sec.gov), which contains reports, proxy and information statements, and other information regarding issuers that file electronically. Documents that are not available through the SEC’s website may also be obtained by mailing a request to the U.S. Securities and Exchange Commission, Office of FOIA/PA Operations, 100 F Street, NE, Washington, DC 20549-2736, by submitting an online request to the SEC at www.sec.gov or by calling the SEC at 1-800-732-0330.
Investors and others should note that we announceKLA announces material financial information to our investors using ouran investor relations web site (ir.kla-tencor.com)website (ir.kla.com), which includes KLA’s SEC filings, press releases, public conferenceearnings calls and conference webcasts. We use these channels as well as social mediaThe investor relations website is used to communicate with the public about our company, ourthe Company, products, and services and other matters. It is possible that the information we post on social media could be deemed to be material information. Therefore, we encourage investors, the media, and others interested in our company to review the information we post on the social media channels listed on our investor relations web site.
Terminated Merger with Lam Research
On October 20, 2015, we entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement” or “Merger”) with Lam Research Corporation (“Lam Research”) which was subject to regulatory approvals. On October 5, 2016, we mutually agreed to terminate the Merger Agreement and no termination fees were payable by either party in connection with the termination.

Industry
General Background
KLA-Tencor’sKLA’s core focus is enabling technological advances as well as improving manufacturing yields in the semiconductor industry. The semiconductor fabrication process begins with a bare silicon wafer—wafer - a round disk that is typically 150 millimeters, 200 millimeters or 300 millimeters in diameter, about as thick as a credit card and gray in color. The process of manufacturing wafers is in itself highly sophisticated involvingand involves the creation of large ingots of silicon by pulling them out of a vat of molten silicon. The ingots are then sliced into wafers. Prime silicon wafers are then polished to a mirror finish. Other, more specialized wafers, such as epitaxial silicon (“epi”), silicon-on-insulatorsilicon on insulator (“SOI”), gallium nitride (“GaN”) and silicon carbide (“SiC”), are also common in the semiconductor industry.
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The manufacturing cycle of an IC is grouped into three phases: design, fabrication and testing. IC design involves the architectural layout of the circuit, as well as design verification and reticle generation. The fabrication of a semiconductor chip (or “semiconductor”) is accomplished by depositing a series of film layers that act as conductors, semiconductors or insulators on bare wafers. The deposition of these film layers is interspersed with numerous other process steps that create circuit patterns, remove portions of the film layers, and perform other functions such as heat treatment, measurement and inspection. Most advanced chip designs require hundreds of individual steps, many of which are performed multiple times. MostThe majority of chips consist of two main structures: the lower structure, typically consisting of transistors or capacitors which perform the “smart” functions of the chip;functions; and the upper “interconnect” structure, typically consisting of circuitry which connects the components in the lower structure. When all of the layers on the wafer have been fabricated, each chip on the wafer is tested for functionality. The wafer is then cut into individual chips, and thosethe chips that passedpass functional testing are packaged. Final testing is performed on all packaged chips. Packaged chips are then mounted onto PCBs for connection to the rest of the electronic system. Additionally, FPDs are manufactured using processes similar to ICs (e.g., film deposition, photolithography, etching) except using glass as the starting substrate.
Current Trends
TheOur business depends upon the capital expenditures of semiconductor, equipment industrysemiconductor-related and electronic device manufacturers, which in turn is currently experiencing growth from multiple drivers, such asdriven by the current and anticipated market demand for chips providing computation powerICs, products utilizing ICs and connectivity for Artificial Intelligence (“AI”) applicationsother electronic components. We do not consider our business to be seasonal in nature, but it has historically been cyclical with respect to the capital equipment procurement practices of semiconductor, semiconductor-related and support for mobile devices atelectronic device manufacturers, and it is impacted by the leading edgeinvestment patterns of foundry chip manufacturing. Qualification of early EUV lithography processes and equipment is driving growth at leading logic/foundry and dynamic random-access memory (“DRAM”) manufacturers. Expansion of the Internet of Things (“IoT”) together with increasing acceptance of advanced driver assistance systems (“ADAS”)such manufacturers in anticipation of the introduction of autonomous cars have begun to accelerate legacy-node technology conversions and capacity expansions. Intertwineddifferent global markets. Downturns in these areas, spurred by data storage and connectivity needs, is the growth in demand for memory chips. Finally, China is emerging as a major region for manufacturing of logic and memory chips, adding to its role as the world’s largest consumer of ICs. Government initiatives are propelling China to expand its domestic manufacturing capacity and attracting semiconductor manufacturers from Taiwan, Korea, Japan and the US. China is currently seen as an important long-term growth region for the semiconductor capital equipment sector.
Supporting this multi-segmented market growth,or other industries in which we operate, or slowdowns in the semiconductor industry continues to introduce numerous technology changes. New techniquesworldwide economy as well as customer consolidation, could have a material adverse effect on our future business and architectures in production today include three-dimensional finFET transistors, three-dimensional flash memory (“3D NAND”); design technology co-optimization (“DTCO”); advanced patterning lithography, including self-aligned multiple patterning and extreme ultraviolet (“EUV”) lithography; and advanced wafer-level packaging. KLA-Tencor’s inspection and measurement technologies play key roles in enabling our customers to develop and manufacture advanced semiconductor devices to support these trends.financial results.
Companies that anticipate future market demands by developing and refiningadvancing new technologies and manufacturing processes are better positioned to lead in the semiconductor market. Accelerating the yield ramp and maximizing production yields of high-performance devices are key goals of modern semiconductor manufacturing. Ramping to high-volume production ahead of competitors can dramatically increase the revenue an IC manufacturer realizes for a given product. During past industry cycles, semiconductor manufacturers generally contended with a few key new technologies or market trends, such as a specific design rule shrink. In today’s market, driven by consumer demand for low-cost electronic goods, the leadingLeading semiconductor manufacturers are investing in simultaneous production integration of multiple new process technologies, some requiring new substrate and film materials, new geometries, new transistor architectures, new power distribution schemes, advanced multiple-patterningmulti-patterning optical and EUVextreme ultraviolet (“EUV”) lithography, and advanced packaging techniques. While many of these technologies have been adopted at the development and pilot production stages of chipsemiconductor manufacturing, significant challenges and risks associated with each technology have affected the adoption of these technologies into full-volumehigh-volume production. For example, as design rules decrease, yields become more sensitive to the size and density of defects, and devicedefects. Device performance characteristics (namely speed, capacity or power management) also become more sensitive to parameters such as line widthlinewidth and film thickness variation. New process materials such as EUV lithography-capable photoresists, require extensive characterization before they can be used in the manufacturing process. Moving several of these advanced technologies into production at once only adds to the risks that chipmakers face.

The continuing evolution of semiconductor devicessemiconductors to smaller geometries and more complex multi-level circuitry has significantly increased the performance and cost requirements of the capital equipment used to manufacture these devices. Construction of an advanced waferIC fabrication facility today can cost over $5.00well above $10 billion, substantially more than previous-generation facilities. In addition, chipmakers are demanding increased productivity and higher returns from their manufacturing equipment and are also seeking ways to extend the performance of their existing equipment.
By developing new process controlThe semiconductor capital equipment industry is currently experiencing multiple growth drivers bolstered by demand for semiconductors from leading edge foundry and yield management tools that help chipmakers acceleratelogic manufacturers to support computational power and connectivity for markets such as artificial intelligence (“AI”) and 5G wireless technology. Growth of virtual engagement and the pace of digitization have been driven by COVID-19 related travel restrictions and quarantines, work from home requirements, and advances in healthcare and industrial applications. These factors together with the increasing adoption of electric vehicles and intelligence in automobiles are powering leading-edge design node technology investments and capacity expansions. Intertwined in these new technologies into volume production, we enableareas, spurred by the requirements of big data, is the growth in demand for memory chips. Regionalization of semiconductors has become a trend as access to semiconductors is viewed from the lens of national security. China continues to emerge as a major region for the manufacturing of logic and memory chips, adding to its role as the world’s largest consumer of ICs. Government initiatives are propelling China to expand its domestic manufacturing capacity. Although China is currently seen as an important long-term growth region for the semiconductor capital equipment sector, the U.S. Department of Commerce (“Commerce”) has added certain China-based entities to the U.S. Entity List, restricting our ability to provide products and services to such entities without a license. In addition, Commerce has imposed export licensing requirements on China-based customers engaged in military end uses, as well as requiring our customers to better leverageobtain an export license when they use certain semiconductor capital equipment based on U.S. technology to manufacture products connected to Huawei or its affiliates. While these increasingly expensive facilities and improve their return on investment (“ROI”). Once customers’ production lines are operating at high volume,new rules have not significantly impacted our tools help ensure that yields are stable and process excursions are identified for quick resolution. In addition,operations to date, such actions by the move to each new generation’s smaller design rules, coupled with new materials and device innovation, has increased in-process variability, which requires an increase in inspection and metrology sampling.
KLA-Tencor systems not only analyze defectivity and metrology issues at critical points in the wafer, reticle and IC manufacturing processes, but also provide information toU.S. government or another country could impact our customers so that they can identify and address the underlying process problems. The ability to locateprovide our products and services to existing and potential customers and adversely affect our business.
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Research and Development
The market for semiconductor and electronics industries is characterized by rapid technological development and product innovation. These technical innovations are inherently complex and require long development cycles and appropriate professional staffing. We make significant investments in product R&D for the sourcetimely development of defectsnew products and resolve the underlying process issues enablesenhancements necessary to maintain our competitive position. Accordingly, we devote a significant portion of our human and financial resources to R&D programs and seek to maintain close relationships with customers to improve control overremain responsive to their manufacturing processes. This helps them increase their yield of high-performance parts and deliver their products to market faster—thus maximizing their profits. With our broad portfolio of application-focused technologies and our dedicated yield technology expertise, we are in position to be aneeds.
Our key supplier of comprehensive yield management solutions for customers’ next-generation products, helping our customers respond to the challenges posed by shrinking device sizes, the transition to new production materials, new device and circuit architectures, more demanding lithography processes, and new back-end packaging techniques.
Products
KLA-Tencor is engaged primarily in the design, manufacture and marketing of process control and yield management solutions for the semiconductor and related nanoelectronics industries and provides a comprehensive portfolio of inspection and metrology products, and related service, software and other offerings.
KLA-Tencor’s inspection and metrology products and related offerings can be broadly categorized as supporting customers in the following groups: Chip Manufacturing; Wafer Manufacturing; Reticle Manufacturing; Advanced Packaging; LED, Power Device, Compound Semiconductor Manufacturing and Microelectromechanical Systems (“MEMS”) Manufacturing; Data Storage Media/Head Manufacturing; and General Purpose/Lab Applications. The more significant of these products are included in the product table at the end of this “Products” section.
For customers manufacturing legacy design-rule devices, our K-T Pro division provides refurbished KLA-Tencor tools as part of our K-T Certified program; remanufactured trailing edge systems; and enhancements and upgrades for last-generation KLA-Tencor tools.
Chip Manufacturing
KLA-Tencor’s comprehensive portfolio of inspection and metrology products, and related service, software and other offerings, helps chip manufacturers manage yield throughout the entire semiconductor fabrication process—from research and development to final volume production. These products and offerings are designed to provide comprehensive solutions to help our customers to accelerate their development and production ramp cycles, to achieve higher and more stable semiconductor die yields, and to improve their overall profitability.
Front-End Defect Inspection
KLA-Tencor’s front-end defect inspection tools cover a broad range of yield applications within the IC manufacturing environment, including: research and development; incoming wafer qualification; reticle qualification; and tool, process and line monitoring. Patterned and unpatterned wafer inspectors find particles, pattern defects and electrical issues on the front surface, back surface and edge of the wafer, allowing engineers to detect and monitor critical yield excursions. Fabs rely on our high sensitivity reticle inspection systems to identify defects on reticles at an early stage and to prevent reticle defects from printing on production wafers. The defect data generated by our inspectors is compiled and reduced to relevant root-cause and yield-analysis information with our suite of data management tools. By implementing our front-end defect inspection and analysis systems, chipmakers are able to take quick corrective action, resulting in faster yield improvement and better time to market.

In August 2016, we launched the Teron SL655 reticle inspection system, which enables IC manufacturers to assess incoming reticle quality, monitor reticle degradation and detect yield-critical reticle defects. The Teron SL655 introduces new STARlightGold technology, which provides a golden reference to maximize detection of defects critical to the mask requalification process.
The launch of the Teron SL655 further strengthened our broad range of offerings that support the front-end defect inspection market. In the field of patterned wafer inspection, we offer our 3900 Series (for high resolution broadband plasma defect inspection); our 2930 Series and 2920 Series (for broadband plasma defect inspection); our Puma 9980 Series, Puma 9850 Series and Puma 9650 Series (for laser scanning defect inspection); our 8 Series systems (for high productivity defect inspection); and our CIRCL cluster tool (for defect inspection, review and metrology of all wafer surfaces - front side, edge and back side). In the field of unpatterned wafer and surface inspection, we offer the Surfscan SP5 Series and Surfscan SP3 Series (wafer defect inspection systems for process tool qualification and monitoring using blanket films and bare wafers); and the SURFmonitor (integrated on the Surfscan SP5 and Surfscan SP3 Series), which enables surface quality measurements and capture of low-contrast defects. For reticle inspection, we offer our X5.3 and Teron SL650 Series products, which are photomask inspection systems that allow IC fabs to qualify incoming reticles and inspect production reticles for contaminants and other process-related changes. In addition, we offer a number of other products for the front-end defect inspection market, as reflected in the product table at the conclusion of this “Products” section.
Defect Review
KLA-Tencor’s defect review systems capture high resolution images of the defects detected by inspection tools. These images enable defect classification, helping chipmakers identify and resolve yield issues. KLA-Tencor’s suite of defect inspectors, defect review and classification tools and data management systems form a broad solution for finding, identifying and tracking yield-critical defects and process issues. The eDR7280, an electron-beam wafer defect review and classification system, utilizes improved imaging and automatic defect classification capability to identify detected defects and produce an accurate representation of the detected defect population.
Metrology
KLA-Tencor’s array of metrology solutions addresses IC and substrate manufacturing, as well as scientific research and other applications. Precise metrology and control of pattern dimensions, film thicknesses, layer-to-layer alignment, pattern placement, surface topography and electro-optical properties are important in many industries as critical dimensions narrow, film thicknesses shrink to countable numbers of atomic layers and devices become more complex.
Our 5D Patterning Control Solution addresses five elements of patterning process control--the three geometrical dimensions of device structures, time-to-results and overall equipment efficiency--and supports advanced patterning technologies through the characterization, optimization and monitoring of fab-wide processes. In February 2017, we launched several metrology products that are key components in our 5D Patterning Control Solutionand help accelerate the ramp of innovative patterning techniques for advanced design node devices:
Overlay Metrology
To help achieve sub-3nm overlay error for advanced logic and memory devices we introduced the Archer 600 imaging-based overlay metrology system. New optics in combination with innovative ProAIM targets deliver better resilience to process variations and improved correlation between measurement target and actual device pattern overlay errors, producing more accurate overlay measurements.
Patterned Wafer Geometry Metrology
The WaferSight PWG2 system was introduced to measure comprehensive wafer stress and shape uniformity data with significant productivity improvements. The WaferSight PWG2 system enables faster process ramp, overlay control, lithography focus window control and in-line process monitoring for processes such as thin films, etch, CMP and rapid thermal processing (“RTP”).
Optical CD and Shape Metrology
The SpectraShape 10K optical-based metrology system was introduced to measure the CDs and three-dimensional shapes of complex IC device structures following etch, chemical mechanical planarization (CMP) and other process steps. Several new optical technologies including a new high brightness light source illumination enable accurate measurements of critical parameters in FinFET and 3D NAND devices.

The products that we launchedR&D activities during the fiscal year ended June 30, 2017 further strengthened our broad range2022 involved the development of offerings that support the metrology market. The Archer Series of overlay metrology tools enables characterization of overlay error on lithography process layers for advanced patterning technologies. The SpectraShape family of optical CDcontrol and shape metrology systems characterizes and monitors the critical dimensions and 3D shapes of geometrically complex features incorporated by some IC manufacturers in their latest generation devices. The SpectraFilm and Aleris families of film metrology tools provide precise measurement of film thickness, refractive index, stress and compositionprocess-enabling solutions for a broad range of film layers. industries including semiconductors, PCBs and displays. For information regarding our R&D expenses during the last three fiscal years, see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K.
The WaferSight PWG system measures patterned wafer geometry after a wide rangestrength of IC processes, helping identify and monitor variations that can affect patterning. Finally, 5D Analyzer offers advanced, run-time data analysis for a wide rangeour competitive positions in many of metrology system types. In addition, we offer a numberour existing markets is largely due to our leading technology, which is the result of other products for the metrology market, as reflectedour continuing significant investments in product R&D. Even during down cycles in the semiconductor industry, we have remained committed to significant engineering efforts toward both product table at the conclusion of this “Products” section.
In-Situ Process Monitoring
KLA-Tencor’s SensArray sensor wafers are a portfolio of advanced wirelessimprovement and wired temperature monitoring wafers that capture the effect of the process environment on production wafers. These sensor wafers provide insight into thermal uniformity and profile temperature under real production conditions. In February 2017 we introduced the SensArray HighTemp 4mm wireless wafer, which provides temporal and spatial temperature information for advanced films processes. With a thinner wafer profile than its predecessor, the SensArray HighTemp 4mm is compatible with a wider range of process tool types, including track, strip and physical vapor deposition (“PVD”) systems. SensArray products are usednew product development in many semiconductor and flat panel display fabrication processes, including lithography, etch and deposition.
Lithography Software
KLA-Tencor’s PROLITH product line provides researchers at advanced IC manufacturers, lithography hardware suppliers, track companies and material providers with virtual lithography softwareorder to explore critical-feature designs, manufacturability and process-limited yield of proposed lithographic technologies without the time and expense of printing hundreds of test wafers using experimental materials and prototype process equipment. OurProDATA process window analysis software tool provides analysis of experimental data, including CD, roughness, sidewall angle, top loss and pattern collapse.
In December 2016 we introduced PROLITH X6.0, which includes new modeling features and productivity improvements to support key lithography segments such as EUV, 193nm immersion, multiple patterning and thick resist lithography for 3D interconnects and MEMS manufacturing.
Wafer Manufacturing
KLA-Tencor’s portfolio of products focused on the demands of wafer manufacturers includes inspection, metrology and data management systems. Specialized inspection tools assess surface quality and detect, count and bin defects during the wafer manufacturing process and as a critical part of outgoing inspection. Wafer geometry tools ensure that the wafer is extremely flat and uniform in thickness, with precisely controlled surface topography. Specifications for wafer defectivity, geometry and surface quality are tightening as the dimensions of transistors become so small that the geometry of the substrate can substantially affect transistor performance.
Our unpatterned wafer inspection portfolio is comprised of the Surfscan SP5, the Surfscan SP5XPand the Surfscan SP3 Series. These unpatterned wafer inspection systems are designed to enable development and production monitoring of polished wafers, epi wafers and engineered substrates. The integrated SURFmonitor module characterizes wafer surface quality and captures low-contrast defects. The WaferSight Series offers bare wafer geometry and nanotopography metrology capabilities. FabVision offers fab-wide data management and automated yield analysis for wafer manufacturers.
Reticle Manufacturing
Error-free reticles, or masks, are necessary to achieving high semiconductor device yields, since reticle defects can be replicated in every die on production wafers. KLA-Tencor offers high sensitivity reticle inspection and metrology systems for mask shops, designed to help them manufacture reticles that are free of pattern defects that could print on the wafers and meet pattern placement and critical dimension uniformity specifications. In August 2016 we launched the Teron 640 and RDC systems to support the ability of leading-edge mask shops to accurately qualify advanced optical masks. The Teron 640 inspection system utilizes 193nm illumination with Dual Imaging mode to provide the sensitivity required for high-performance reticle quality control. RDC is a comprehensive data analysis and storage platform that supports multiple KLA-Tencor reticle inspection and metrology platforms for mask shops and IC fabs.

Our reticle inspection portfolio includes the Teron 600 Series for development and manufacturing of advanced optical and EUV masks, the TeraScan 500XR system for production of reticles for the 32nm node and above, andenhance our X5.3 and Teron SL650 Series products for reticle quality control at IC fabs. These products include the capability for mapping critical dimension uniformity across the reticle. In addition, we offer the LMS IPRO line of reticle metrology systems for measuring pattern placement error, including the LMS IPRO6, which measures on-device pattern features in addition to standard registration marks. If the pattern on the reticle is displaced from its intended location, overlay error can result on the wafer, which can lead to electrical continuity issues affecting yield, performance or reliability of the IC device.
Advanced Packaging
KLA-Tencor offers standalone and cluster inspection and metrology systems for various applications in the field of advanced semiconductor packaging (i.e., at the middle and back-end of the semiconductor manufacturing process). Our CIRCL-AP all-surface and 89xx-AP front side wafer inspection, metrology and review systems support advanced wafer-level packaging processes, such as 2.5D/3D IC integration using through silicon vias (“TSVs”), wafer-level chip scale packaging (“WLCSP”) and fan-out wafer-level packaging (“FOWLP”). Used for packaging applications associated with LEDs, MEMS, image sensors and flip-chip packaging, our WI-22xx Series products focus on front side wafer inspection and provide feedback on wafer surface quality, quality of the wafer dicing, or quality of wafer bumps, pads, pillars and interconnects. Our component inspector products, including the ICOS T830, inspect various semiconductor components that are handled in a tray, such as microprocessors or memory chips. Component inspection capability includes 3D coplanarity inspection, measurement of the evenness of the contacts, component height and two-dimensional (“2D”) surface inspection. In March 2017, we introduced the ICOS T3 and T7 Series tools, which provide high performance, fully automated optical inspection of packaged integrated circuit (IC) components, with either tray (T3) or tape (T7) output capability. Both incorporate the new SPECTRUM and SIGMA modules, which produce increased 2D and 3D measurement sensitivity for improved detection of issues that affect final package quality. In June 2017, KLA-Tencor acquired a privately-held company, whose products include optical surface profilers measuring both wafers and large panels for advanced packaging metrology applications. These applications include under-bump metallization (“UBM”) height and roughness, copper pillar height and roughness, and redistribution line (“RDL”) height and width.
LED, Power Device, Compound Semiconductor and MEMS Manufacturing
LEDs are becoming more commonly used in solid-state lighting, television and notebook backlighting, and automotive applications. As LED device makers target aggressive cost and performance targets, they place significant emphasis on improved process control and yield during the manufacturing process.
KLA-Tencor offers a portfolio of systems to help LED manufacturers reduce production costs and increase product output: Candela 8720, WI-2280, 8 Series, MicroXAM Series optical profilers and P-Series and HRP-Series stylus profilers. The Candela 8720 substrate and epi wafer inspection system provides automated inspection and quality control of LED substrates, detecting defects that can impact device performance, yield and field reliability. The WI-2280 system is designed specifically for defect inspection and 2D metrology for LED applications. The 8 Series provides patterned wafer defect inspection capability for LED manufacturing. The MicroXAM Series optical profilers measure step height, texture and form for LED applications. The P-Series and HRP-Series stylus profilers are metrology systems for measurement of step heights and roughness for LED substrates and pattern wafer applications.
Leading power device manufacturers are targeting faster development and ramp times, high product yields and lower device costs. To achieve these goals, they are implementing solutions for characterizing yield-limiting defects and processes. Full-surface, high sensitivity defect inspection and profiler metrology systems provide accurate process feedback, enabling improvements in SiC substrate quality and optimal epitaxial growth yields on both SiC epi and GaN-on-silicon processes.
KLA-Tencor offers inspection and metrology systems to support power device manufacturing. The Candela CS920 inspection system integrates surface defect detection and photoluminescence technology for inspection and defect classification of a wide range of defects on SiC substrates and epi layers. The MicroXAM Series optical profilers measure step height, texture and form for power device applications. The P-Series and HRP-Series stylus profilers measure step heights and roughness for SiC substrates and patterned wafer applications.
Our primary products for compound semiconductor manufacturing include the Candela CS20 inspection system, the MicroXAM Series optical profilers and the P-Series and HRP-Series stylus profilers, used for the inspection and metrology of substrates, epi-layers and process films.

In October 2016, we introduced the P-170 stylus profiler with an integrated wafer handler, providing fully automated measurements to support LED, GaAs and power device manufacturers. In addition, the HRP-260 was introduced in July 2016 as the latest generation of our HRP (High Resolution Profiler) Series focused on providing both high resolution and high-aspect ratio surface topography profiling to support power device, LED, compound semiconductor and MEMS manufacturing. In June 2017, KLA-Tencor acquired a privately-held company, whose products include optical surface profilers serving LED and MEMS applications used to measure the cone height, diameter and pitch of patterned sapphire substrates for LEDs and serve broad applications for MEMS.
The increasing demand for MEMS technology is coming from diverse industries such as automotive, space and consumer electronics. MEMS have the potential to transform many product categories by bringing together silicon-based microelectronics with micromachining technology, making possible the realization of complete systems-on-a-chip. KLA-Tencor offers tools and techniques for this emerging market, such as defect inspection and review, optical inspection and surface profiling, which were first developed for the integrated circuit industry. Products that we offer for MEMS manufacturing are highlighted in the product table at the conclusion of this “Products” section.
Data Storage Media/Head Manufacturing
Advancements in data storage are being driven by a wave of innovative consumer electronics with small form factors and immense storage capacities, as well as an increasing need for high-volume storage options to back up modern methods of remote computing and networking (such as cloud computing). Our process control and yield management solutions are designed to enable customers to rapidly understand and resolve complex manufacturing problems, which can help improve time to market and product yields. In the front-end and back-end of thin-film head wafer manufacturing, we offer the same process control equipment that we serve to the semiconductor industry. In addition, we offer an extensive range of test equipment and surface profilers with particular strength in photolithography. In substrate and media manufacturing, we offer metrology and defect inspection solutions with KLA-Tencor’s optical surface analyzers. Products that we offer for the data storage media/head manufacturing market manufacturing are highlighted in the product table at the conclusion of this “Products” section.
General Purpose/Lab Applications
A range of industries, including general scientific and materials research and optoelectronics, require measurements of surface topography to either control their processes or research new material characteristics. Typical measurement parameters that our tools address include flatness, roughness, curvature, peak-to-valley, asperity, waviness, texture, volume, sphericity, slope, density, stress, bearing ratio and distance (mainly in the micron to nanometer range). The June 2017 acquisition of a privately-held company added general metrology optical surface profilers to KLA-Tencor’s portfolio. These systems are complementary to KLA-Tencor’s original stylus and optical profiler product lines. The profiler and in-situ process monitoring products that we offer for general purpose/lab applications are highlighted in the product table at the conclusion of this “Products” section.
K-T Pro
K-T Pro includes our K-T Certified fully refurbished, tested and certified systems, in addition to remanufactured legacy systems, and enhancements and upgrades for previous-generation KLA-Tencor tools. When a customer needs to move to the next manufacturing node, KLA-Tencor can help maximize the value of the customer’s existing assets.
K-T Services
Our K-T Services program enables our customers in all business sectors to maintain the high performance and productivity of our products through a flexible portfolio of services. Whether a manufacturing site is producing integrated circuits, wafers or reticles, K-T Services delivers yield management expertise spanning advanced technology nodes, including collaboration with customers to determine the best products and services to meet technology requirements and optimize cost of ownership. Our comprehensive services include service engineers, technical support teams and knowledge management systems; and an extensive parts network to ensure worldwide availability of parts.

Product Table
MARKETSAPPLICATIONSPRODUCTS
Chip Manufacturing
Front-End Defect InspectionPatterned Wafer
3900 Series, 2930 Series, 2920 Series,
PumaTM 9980 Series, PumaTM 9850 Series, PumaTM 9650 Series
High Productivity and All Surface
CIRCLTM with 8 Series, CV350i, BDR300TM and Micro300 modules
8 Series
Unpatterned Wafer/Surface
Surfscan® SP3 and Surfscan® SP5 Series

Reticle
X5.3™, TeronTM SL650 Series
Data Management
Klarity® product family
Defect ReviewElectron-beam
eDR7200TM Series
MetrologyPatterning Control5D Patterning Control Solution™
Overlay
ArcherTMSeries
Optical CD and Shape
SpectraShapeTM product family
Film Thickness/Index
SpectraFilmTM product family
AlerisTMproduct family
Wafer Geometry and Topography
WaferSightTMSeries
Ion Implant and Anneal
Therma-Probe®
Surface Metrology
HRP® product family
P-Series product family
ResistivityRS product family
Data Management
5D Analyzer®, K-T Analyzer®
In-Situ Process MonitoringLithography
SensArray® product family
Plasma Etch
SensArray® product family
Implant and Wet
SensArray® PlasmaSuite
Lithography SoftwareLithography Simulation
PROLITHTM
Process Window Analysis
ProDATATM

MARKETS AND APPLICATIONSPRODUCTS
Wafer Manufacturing
Surface and Defect Inspection
Surfscan® SP3 Series and Surfscan® SP5 Series
Wafer Geometry and Nanotopography Metrology
WaferSightTM Series
Data Management
FabVision®
Reticle Manufacturing
Defect Inspection
TeraScanTM 500XR and TeronTM 600Series
Pattern Placement MetrologyLMS IPRO Series
Advanced Packaging
Wafer-Level Packaging
CIRCL-APTM
89xx-AP
WI-22x0 Series
Component Inspection
ICOS® T830 and ICOS® T3 and T7 Series
LED, Power Device, Compound Semiconductor and MEMS Manufacturing
Patterned Wafer Inspection
8 Series
WI product family
Defect Inspection (substrates and epi wafers)
Candela® product family
Surface Metrology
P-Series product family
MicroXAM Series
HRP® product family
Data Storage Media/Head Manufacturing
Thin-Film Head Metrology and Inspection
Aleris product family
CIRCLTM with 8 Series, CV350i, BDR300 and Micro300 modules
8 Series
HRP® product family
P-Series product family
Virtual Lithography
PROLITHTM
In-Situ Process Monitoring
SensArray® product family
Transparent and Metal Substrate Inspection
Candela® product family
Data Management
Klarity® Defect
5D Analyzer®, K-T Analyzer®
General Purpose/Lab Applications
Surface Metrology: Stylus Profiling
P-Series product family
Alpha-Step® product family
HRP® product family
Surface Metrology: Optical ProfilingMicroXAM Series
Process Chamber Conditions
SensArray® product family
The product information shown in the tables above excludes some products that were solely offered through our K-T Certified refurbished tools program.

competitive position.
Customers
To support our growing global customer base, we maintain a significant presence throughout Asia, the United States and Europe, staffed with local sales and applications engineers, customer and field service engineers and yield management consultants. We count among our largest customers the leading semiconductor, manufacturers in each of these regions.
For the fiscal years ended June 30, 2017, 2016semiconductor-related and 2015, the following customers each accounted for more than 10% of total revenues:
Year ended June 30,
2017 2016 2015
Samsung Electronics Co., Ltd. Micron Technology, Inc. Intel Corporation
Taiwan Semiconductor Manufacturing Company Limited Taiwan Semiconductor Manufacturing Company Limited Samsung Electronics Co., Ltd.
    Taiwan Semiconductor Manufacturing Company Limited
Our business depends upon the capital expenditures of semiconductorelectronic device manufacturers which in turn is driven by the current and anticipated market demand for ICs and products utilizing ICs. We do not consider our business to be seasonal in nature, but it has historically been cyclical with respect to the capital equipment procurement practices of semiconductor manufacturers, and it is impacted by the investment patterns of such manufacturers in different global markets. Downturns in the semiconductor industry or slowdowns in the worldwide economy as well as customer consolidation could have a material adverse effect on our future business and financial results.
Sales, Service and Marketing
Our sales, service and marketing efforts are aimed at building long-term relationships with our customers. We focus on providing a single and comprehensive resource for the full breadth of process control and yield management products and services. Our customers benefit from the simplified planning and coordination, as well as the increased equipment compatibility, which are realized as a result of dealing with a single supplier for multiple products and services. Our revenues are derived primarily from product sales, mostly through our direct sales force.
We believe that the size and location of our field sales, service and applications engineering, and marketing organizations represent a competitive advantage in our served markets. We have direct sales forces in Asia, the United StatesU.S. and Europe. We maintain an export compliance program that is designed to meet the requirements of the United States Departments of Commerce and State.
As of June 30, 2017, we employed approximately 2,220 full-time sales and related personnel, service engineers and applications engineers. In addition to sales and service offices in the United States, we conduct sales, marketing and services out of subsidiaries or branches in other countries, including Belgium, China, Germany, Israel, Japan, Singapore, Korea and Taiwan. International revenues accounted for approximately 86%, 82% and 71% of our total revenues in the fiscal years ended June 30, 2017, 2016 and 2015, respectively. Additional information regarding our revenues from foreign operations for our last three fiscal years can be found in Note 17, “Segment Reporting and Geographic Information” to the consolidated financial statements.
We believe that sales outside the United States will continue to be a significant percentage of our total revenues. Our future performance will depend, in part, on our ability to continue to compete successfully in Asia, one of the largest markets for our equipment. Our ability to compete in this area is dependent upon the continuation of favorable trading relationships between countries in the region and the United States,U.S,, and our continuing ability to maintain satisfactory relationships with leading semiconductor companies in the region.

For the fiscal years ended June 30, 2022, 2021 and 2020, the following customers each accounted for more than 10% of total revenues, primarily in the Semiconductor Process Control segment:
Year Ended June 30,
202220212020
Taiwan Semiconductor Manufacturing Company LimitedTaiwan Semiconductor Manufacturing Company LimitedTaiwan Semiconductor Manufacturing Company Limited
Samsung Electronics Co., Ltd.Samsung Electronics Co., Ltd.Samsung Electronics Co., Ltd.
Sales, Service and Marketing
Our sales, service and marketing efforts are aimed at building deep long-term relationships with our customers. We focus on providing comprehensive resources for the full breadth of process control, process-enabling and yield management solutions for manufacturing and testing wafers and reticles, ICs, packaging, light-emitting diodes (“LED”), power devices, compound semiconductor devices, MEMS, data storage, PCBs and flat and flexible panel displays, as well as general materials research. Our revenues are derived primarily from product sales and related service contracts, mostly through our direct sales force.
We believe that the size and location of our field sales, service and applications engineering, and marketing organizations represent a competitive advantage in our served markets. We have direct sales forces in Asia, the U.S. and Europe. We maintain an export compliance program that is designed to meet the requirements of Commerce and the U.S. Department of State.
In addition to sales and service offices in the U.S., we conduct sales, marketing and services out of subsidiaries or branches in many countries, some of the largest include China, Germany, Israel, Japan, Korea, Singapore, Taiwan and the United Kingdom. We believe that sales outside the U.S. will continue to be a significant percentage of our total revenues. International revenues accounted for approximately 90%, 89%, and 89% of our total revenues in the fiscal years ended June 30, 2022, 2021 and 2020, respectively. Additional information regarding our revenues from foreign operations for our last three fiscal years can be found in Note 19 “Segment Reporting and Geographic Information” to our Consolidated Financial Statements.
International sales and operations may be adversely affected by the 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 the economic conditions in each country and by fluctuations in currency exchange rates, and such fluctuations may negatively impact our ability to compete on price with local providers or the value of revenues we generate from our international business. Although we attempt to manage some of the currency risk inherent in non-U.S. dollar product sales through hedging activities, there can be
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no assurance that such efforts will be adequate. These factors, as well as any of the other risk factors related to our international business and operations that are described in Item 1A “Risk Factors,” could have a material adverse effect on our future business and financial results.
Products
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, reticles, ICs, packaging, PCBs, and flat and flexible panel displays.
The Semiconductor Process Control segment offers a comprehensive portfolio of inspection, metrology and software products and related services, which support the semiconductor ecosystem from R&D to final volume production. For IC manufacturing, our systems support production of all chip types including advanced logic, DRAM, 3D NAND, power devices, MEMS, legacy design node chips and more. Our substrate manufacturing systems support the production of a broad range of wafer types and sizes including silicon, prime silicon SOI, sapphire, glass, wide bandgap substrates (e.g., SiC, GaN) and more. Our reticle systems support quality control during manufacturing of optical and EUV reticle types. We also produce products that support chemical/materials quality control, and process tool development and qualification. Our products and services for IC, wafer, reticle, original equipment manufacturer (“OEM”) and chemical/materials manufacturing are designed to provide comprehensive solutions that help our customers accelerate development and production ramp cycles, achieve higher and more stable product yields and improve their overall profitability. The Semiconductor Process Control segment offers a variety of solutions and products, including:
SegmentTechnologiesProducts
Semiconductor Process Control
IC Manufacturing: Wafer Inspection and Review
Inspection and review tools are used to identify, locate, characterize, review, and analyze defects on various surfaces of patterned and unpatterned wafers.
39xx Series, 29xx Series, C20x Series, eSL10™, Voyager® Series, 8 Series, Puma™ Series, CIRCL™, Surfscan® Series, eDR7xxx™ Series, Kronos™ Series.
IC Manufacturing: Wafer Metrology
Metrology tools are used to measure pattern dimensions, film thicknesses, layer-to-layer alignment, pattern placement, surface topography and electro-optical properties for wafers.
Archer™ Series, ATL™ Series, SpectraShape™ Series, SpectraFilm™ Series, Aleris® Series, PWG™ Series, Therma-Probe® Series, OmniMap® RS-xxx Series, MicroSense® product family, CAPRES product family.
Wafer and Substrate: Defect Inspection and Metrology
Defect inspection and metrology systems are used to help substrate manufacturers manage quality throughout the wafer fabrication process by assessing wafer geometry and surface quality, and detecting defects.
Surfscan® Series, WaferSight™ Series, Candela® Series, MicroSense® product family.
Reticle Defect Inspection and Metrology
Reticle inspection and metrology systems help blank, reticle and IC manufacturers identify defects and pattern placement errors.
Teron™ SL6xx Series, Teron™ 6xx Series, TeraScan™ 5xx Series, X5.x™ Series, FlashScan® Series, LMS IPRO Series.
Chemical/Materials: Quality Analysis
Chemical process control equipment qualifies incoming supplies, manages tool inputs, adjusts chamber/bath conditions and monitors process waste.
ECI Technology product family.
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IC and OEM Manufacturing: In Situ Process Management and Wafer Handling Diagnostics Wired and wireless sensor wafers and reticles provide comprehensive data used to visualize, diagnose and control process conditions in the equipment used to manufacture chips and reticles. Additional wafer diagnostic solutions help troubleshoot and monitor materials handling to help detect and predict mechanical behaviors that may cause wafer damage.
SensArray® product family, InnerSense product family.
Software Products
Data analysis systems centralize and analyze the data produced by inspection, metrology and process systems for IC, reticle and wafer manufacturing. These systems provide run-time process control, defect excursion identification, process corrections and defect classification to accelerate yield learning rates and reduce production risk. Patterning simulation systems use advanced models to explore critical-feature designs and manufacturability of lithography and patterning technologies.
Klarity® product family, 5D Analyzer®, OVALis, Anchor product family, RDC, FabVision® Series, ProDATA™, PROLITH™, I-PAT®
Refurbished and Remanufactured Products
Inspection and metrology systems support manufacture of larger design node chips.
KLA Pro products.
A range of industries, including general scientific and materials research and optoelectronics, require measurements of surface topography and film thickness to either control their processes or research new material characteristics. These general purpose and lab applications tools are offered under our KLA Instruments™ brand.
SegmentTechnologiesProducts
Semiconductor Process Control
General Purpose/Lab Application
Specialty Semiconductor Manufacturing, Benchtop Metrology, Surface Characterization and Electrical Property Measurement.
Candela® Series, HRP® -260, ZetaScan 800 Series, Zeta™ Series, Tencor™ P Series, Nano Indenter® Series, Alpha-Step® Series, Filmetrics® Series, iMicro, iNano®, Profilm3D® Series, T150 UTM, NanoFlip, InSEM® HT.
The Specialty Semiconductor Process segment develops and sells advanced vacuum deposition and etching process tools, which are used by a broad range of specialty semiconductor customers, including manufacturers of MEMS, RF communication chips and power semiconductors for automotive and industrial applications. The PCB, Display and Component Inspection segment enables electronic device manufacturers to inspect, test and measure PCBs, FPDs and packaged ICs to verify their quality, pattern the desired electronic circuitry on the relevant substrate and perform three-dimensional shaping of metalized circuits on multiple surfaces. The Specialty Semiconductor Process and PCB, Display and Component Inspection segments offer a variety of solutions and products, including:

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SegmentTechnologiesProducts
Specialty Semiconductor Process
Specialty Semiconductor Manufacturing
Etch, plasma dicing, deposition and other wafer processing technologies and solutions for the semiconductor and microelectronics industry.
SPTS Omega® Series, SPTS Sigma® Series, SPTS Delta™ Series, SPTS Primaxx® Series, SPTS Xactix® Series, SPTS Mosaic™ Series, SPTS MVD Series.
PCB, Display and Component Inspection
PCB
Direct imaging, inspection, optical shaping, additive printing, and computer-aided manufacturing and engineering solutions for the PCB market.
Orbotech Nuvogo™ Series, Orbotech Paragon™ Series, Orbotech Diamond™ Series, Orbotech Infinitum™ Series, Orbotech Ultra Dimension™ Series, Orbotech Ultra Fusion™/ Fusion™ Series, Orbotech Discovery™ II Series, Orbotech Precise™ Series, Orbotech Ultra PerFix™/ PerFix™ Series, Orbotech Neos™ Series, Orbotech Sprint™ Series, Orbotech Emerald™ Series, Orbotech Apeiron™ Series, Frontline product family.
Display
Inspection and electrical testing systems to identify and classify defects, as well as systems to repair defects for the display market.
Orbotech Quantum™ Series, Orbotech Flare™ Series, Orbotech Array Checker™ Series, Orbotech Ignite™ Series, Orbotech Array Saver, Orbotech Prism™ Series, Orbotech OASIS.
Component
Inspection and metrology systems for quality control and yield improvement in advanced and traditional semiconductor packaging markets.
ICOS™ F16x, ICOS™ Tx Series, Zeta™-5xx/6xx.
Services
Our service programs enable our customers in all business sectors to maintain the high performance and productivity of our products through a flexible array of service options. Whether a manufacturing site is producing wafers, reticles, ICs, display or PCB products, our highly trained service teams collaborate with customers to determine the best products and services to meet technology and business requirements.
Backlog
Our shipment backlog, for systemswhich represents our performance obligation to deliver products and associated warrantyservices, totaled $1.46$13.11 billion and $1.21$4.69 billion as of June 30, 20172022 and 2016,2021, respectively, and primarily consists of sales orders where written customer requests have been received and the delivery is anticipated withinreceived. We expect to recognize approximately 40% to 50% of these performance obligations as revenue beyond the next 12 months. Orders for service contracts and unreleased products are excluded from shipment backlog. All orders aremonths, but this estimate is subject to cancellation or delay byconstant change depending on the following: supply chain constraints; customer oftenslot change requests as well as pushouts and cancellations, usually with limited or no penalties. We make adjustmentspenalties; and potential elevated demand levels, which could require even longer lead times. The growth that we have experienced over the past few years has resulted in higher levels of backlog. The supply chain disruptions caused by the ongoing pandemic as well as favorable market trends have led to customers agreeing to purchase equipment from us with lead times that are longer than our historical experience. As the lead times for shipmentdelivery of our equipment get longer, the risk increases that customers may choose to change their equipment orders due to the evolution of the customer's technological, production or market needs. This could result in order modifications, rescheduling or even cancellations that may not be communicated to us in a timely manner, causing backlog obtained from acquired companies, sales order cancellations, customer delivery date changes and currency adjustments. Shipment backlog is not subject to normal accounting controlsremain elevated until agreed with the customer. Customer communication delays for information that is either reportedorders already placed could affect our ability to respond quickly in or derived fromweakening demand environments, which could harm our consolidated financial statements. In addition, the conceptresults of shipment backlog is not defined in the accounting literature, making comparisons between periods and with other companies difficult and potentially misleading.
Our revenue backlog, which includes the gross value of sales orders where physical deliveries have been completed, but for which revenue has not been recognized pursuant to our policy for revenue recognition, totaled $328.0 million and $255.0 million as of June 30, 2017 and 2016, respectively. Orders for service contracts are excluded from revenue backlog.operations.
Because customers can potentially change delivery schedules or delay or cancel orders, and because some orders are received and shipped within the same quarter, our shipment backlog at any particular date is not necessarily indicative of business volumes or actual sales for any succeeding periods. The historical cyclicality of the semiconductor industry combined with the lead times from our suppliers sometimes result in timing disparities between, on the one hand, our ability to manufacture, deliver and install products and, on the other, the requirements of our customers. In our efforts to balance the requirements of our customers with the availability of resources, management of our operating model and other factors, we often must exercise discretion and judgment as to the timing and prioritization of manufacturing, deliveries and installations of products, which may impact the timing of revenue recognition with respect to such products.
Research and Development
The market for yield management and process monitoring systems is characterized by rapid technological development and product innovation. These technical innovations are inherently complex and require long development cycles and appropriate professional staffing. We believe that continued and timely development of new products and enhancements to existing products are necessary to maintain our competitive position. Accordingly, we devote a significant portion of our human and financial resources to research and development programs and seek to maintain close relationships with customers to remain responsive to their needs. In addition, we may enter into certain strategic development and engineering programs whereby certain government agencies or other third parties fund a portion of our research and development costs. As of June 30, 2017, we employed approximately 1,560 full-time research and development personnel.
Our key research and development activities during the fiscal year ended June 30, 2017 involved the development of process control and yield management equipment aimed at addressing the challenges posed by shrinking device sizes, the transition to new production materials, new device and circuit architecture, more demanding lithography processes and new back-end packaging techniques. For information regarding our research and development expenses during the last three fiscal years, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K.

The strength of our competitive positions in many of our existing markets is largely due to our leading technology, which is the result of our continuing significant investments in product research and development. Even during down cycles in the semiconductor industry, we have remained committed to significant engineering efforts toward both product improvement and new product development in order to enhance our competitive position. New product introductions, however, may contribute to fluctuations in operating results, since customers may defer ordering existing products, and, if new products have reliability or quality problems, those problems may result in reduced orders, higher manufacturing costs, delays in acceptance of and payment for new products, and additional service and warranty expenses. There can be no assurance that we will successfully develop and manufacture new products, or that new products introduced by us will be accepted in the marketplace. If we do not successfully introduce new products, our results of operations will be adversely affected.
Manufacturing, Raw Materials and Supplies
We perform system design, assembly and testing in-house and utilize an outsourcing strategy for the manufacture of components and major subassemblies. Our in-house manufacturing activities consist primarily of assembling and testing components and subassemblies that are acquired through third-party vendors and integrating those subassemblies into our
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finished products. Our principal manufacturing activities take place in the United States (Milpitas, California)U.S., Singapore, Israel, Germany, United Kingdom, Italy and China. As of June 30, 2017, we employed approximately 1090 full-time manufacturing personnel.Our supply chain strategy adheres to ethical labor practices, responsible minerals sourcing, and Responsible Business Alliance and SEMI guidelines.
Some critical parts, components and subassemblies (collectively, “parts”) that we use are designed by us and manufactured by suppliers in accordance with our specifications, while other parts are standard commercial products. We use numerous vendors to supply parts and raw materials for the manufacture and support of our products. Although we make reasonable efforts to ensure that these parts and raw materials are available from multiple suppliers, this is not always possible, and certain parts and raw materials included in our systems may be obtained only from a single supplier or a limited group of suppliers. Through our business interruption planning, we endeavor to minimize the risk of production interruption by, among other things, monitoring the financial condition of suppliers of key parts and raw materials, providing financial support and incentives to encourage vendors to increase capacity when required, identifying (but not necessarily qualifying) possible alternative suppliers of such parts and materials, and ensuring adequate inventories of key parts and raw materials are available to maintain manufacturing schedules.
Although we seek to reduce our dependence on sole and limited source suppliers, in some cases the partial or complete loss of certain of these sources, or disruptions within our suppliers’ often-complexoften complex supply chains, could disrupt scheduled deliveries to customers, damage customer relationships and have a material adverse effect on our results of operations.
Competition
The worldwide market for technologically advanced process control, process-enabling and yield management systemssolutions used by semiconductor and electronics manufacturers is highly competitive. In eachcompetitive, with important competitive factors including system performance, ease of our product markets,use, reliability, technical service and support, and overall cost of ownership. However, we face competition from established and potential competitors, such as Applied Materials, Inc., ASML Holding N.V., Hitachi High-Technologies Corporation, Nanometrics, Inc. and Rudolph Technologies, Inc., some of which may have greater financial, research, engineering, manufacturing and marketing resources than we have. We may also face future competition from new market entrants from other overseas and domestic sources. We expect our competitors to continue to improve the design and performance of their current products and processes and to introduce new products and processes with improved price and performance characteristics. We believe that, while the competitive factors listed are important, the customers’ overriding requirement is for systems that easily and effectively incorporate automated capabilities into their existing development and manufacturing processes to enhance productivity, improve yields and reduce waste. To remain competitive, we will requireuse significant financial resources to offer a broad range of products, to maintain customer service and support centers worldwide, and to invest in product R&D. In each of our product markets, we have many competitors, including companies such as Applied Materials, Inc., ASML Holding N.V., Hitachi High-Technologies Corporation, Onto Innovation, Inc. and processLasertec, Inc., some of which may have greater financial, research, engineering, manufacturing and development.
marketing resources than we have. We believe that, whileexpect our competitors to continue to improve the design and performance of their current products and to introduce new products with improved price and delivery are important competitive factors, the customers’ overriding requirement is for systems that easily and effectively incorporate automated and highly accurate inspection and metrology capabilities intoperformance characteristics. We may also face future competition from new market entrants overseas or domestically. We maintain our market position by building long-term relationships with our customers to meet their existing manufacturing processes to enhance productivity. Significant competitive factors in the market for process control and yield management systems include system performance, ease of use, reliability, interoperability with the existing installed base and technical service and support,dynamic needs as well as overall costanticipating future market demands and enabling our customers to accelerate adoption and production of ownership.
new technologies, as discussed further in the “Industry” section of this Item 1. Management believes that we are well positioned in the market with respect to both our industry-leading portfolio of products and services. However, any loss of competitive position could negatively impact our prices, customer orders, revenues,revenue, gross marginsmargin and market share, any of which wouldshare. Should this occur, it could negatively impact our operating results and financial condition.

Acquisitions and Alliances
We continuously evaluate strategic acquisitions and alliances to expand our technologies, product offerings and distribution capabilities. Acquisitions involve numerous risks, including management issues and costs in connection with integration of the operations, technologies and products of the acquired companies, and the potential loss of key employees of the acquired companies. The inability to manage these risks effectively could negatively impact our operating results and financial condition.
Patents and Other Proprietary Rights
We protect our proprietary technology through reliance on a variety of intellectual property laws, including patent, copyright and trade secret. We have filed and obtained a number of patents in the United StatesU.S. and abroad and intend to continue pursuing the legal protection of our technology through intellectual property laws. In addition, from time to time we acquire license rights under United StatesU.S. and foreign patents and other proprietary rights of third parties, and we attempt to protect our trade secrets and other proprietary information through confidentiality and other agreements with our customers, suppliers, employees and consultants and through other security measures.
Although we consider patents and other intellectual property significant to our business, dueno single patent, copyright or trade secret is essential to the rapid paceus as a whole or to any of innovation within the process control and yield management systems industry, we believe that our protection through patent and other intellectual property rights is less important than factors such as our technological expertise, continuing development of new systems, market penetration, installed base and the ability to provide comprehensive support and service to customers worldwide.business segments.
No assurance can be given that patents will be issued on any of our applications, that license assignments will be made as anticipated, or that our patents, licenses or other proprietary rights will be sufficiently broad to protect our technology. No
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assurance can be given that any patents issued to or licensed by us will not be challenged, invalidated or circumvented or that the rights granted thereunder will provide us with a competitive advantage. In addition, there can be no assurance that we will be able to protect our technology or that competitors will not be able to independently develop similar or functionally competitive technology.
Environmental MattersGovernment Regulations
We are subject to a variety of federal, state and local governmental laws and regulations worldwide, including laws and regulations related to the protection of the environment, including without limitation the management of hazardous materials that we use in our business operations.anti-corruption, antitrust, data privacy, employment, environmental, foreign exchange controls, health and safety, immigration, import/export, intellectual property and tax. Compliance with these environmental laws and regulations hasdid not had,have in fiscal 2022, and is not expected to have in fiscal 2023, a material effect on our capital expenditures, financial condition, results of operations or competitive position.
However, any failure to comply with environmental laws and regulations may subject us to a range of consequences including fines, suspension of certain of our business activities, limitations on our ability to sell our products, obligations to remediate in the case of environmental contamination, and criminal and civil liabilities or other sanctions. In addition, changesChanges in environmental laws and regulations could require us to invest in potentially costly pollution control equipment, alter our manufacturing processes or use substitute materials. Our failure to comply with these laws and regulations could subject us to future liabilities.
EmployeesEnvironmental, Social and Governance Initiatives
KLA strives to proactively manage and address the ESG topics most important to our stakeholders. We have integrated ESG considerations into many of our business practices and policies, and work together with our customers, peers, partners and suppliers to promote improvement in human rights, labor, environment, health and safety, anti-corruption, ethics and management system standards within our operations and our supply chain. Our ESG initiatives are another way in which KLA seeks to deliver long-term value for our stockholders and they exemplify our core values. For more on our core values, refer to the “Human Capital Management” section of this Item 1.
We have an ESG Steering Committee composed of global leaders within the organization that implements and executes our ESG strategy under the oversight of the KLA executive team and the Board of Directors. Training and awareness are central to the success of the strategy, and, as part of its responsibilities, the steering committee evaluates our policies and practices including our Code of Business Conduct to promote an effective outcome and adherence by our employees. Our ESG strategy is organized into four pillars based on the areas where we believe we have the greatest opportunities to make positive impacts:
Advancing Innovation: As a technological innovator, we seek to deliver solutions for our customers to increase production yields, reduce waste, and meet their own profitability and sustainability goals. Refer to “Research and Development” and “Patents and Other Proprietary Rights” of this Item 1 for more information on our efforts for advancing innovation. In addition to legal protections, we also work to protect our operations through a significant focus on cybersecurity. In addition to 24/7 monitoring through our KLA Security Operations Center, we engage in other initiatives such as cybersecurity assessments, employee training on cybersecurity issues and compliance monitoring. Our cybersecurity efforts are spearheaded by our Chief Information Security Officer, and cybersecurity updates are provided to the Audit Committee quarterly, or more frequently as needed.
Advancing Stewardship: We work across our global footprint to shape a more sustainable future. Our company-wide Environmental Management Policy establishes a commitment to complying with all applicable environmental laws and standards across company locations globally. KLA is committed to protecting and respecting our environment and energy resources for future generations throughout our manufacturing operations. As part of our efforts in striving to be better, we’ve established goals around climate and energy, waste and water management. For example, we have set a goal to use 100% renewable electricity across our global operations by 2030.
Advancing Opportunity: It is our goal to work together to harness the untapped human potential of a more just and inclusive world. Refer to the “Human Capital Management” and “Manufacturing, Raw Materials and Supply” sections of this Item 1 for information on our diversity and inclusion, human rights, health and safety initiatives.
Advancing Leadership: We aim to empower today’s leaders as well as tomorrow’s leaders by infusing our values in everything we do. Refer to the “Human Capital Management” and “Government Regulations” sections of this Item 1 for examples of our employee-centric culture and our commitment to operating our business responsibly in compliance with regulations and best practices worldwide.
For more information on ESG, see KLA’s 2019-2020 Global Impact Report on our website; however, this citation is provided solely for informational purposes and the content of KLA's Global Impact Report is expressly not incorporated by reference into this filing. We include details in our Global Impact Report that are not included in this Form 10-K because we
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seek to be responsive to various areas of interest of our stakeholders; however, such information generally does not have a material effect on our capital expenditures, financial condition, results of operations or competitive position. In addition, no assurance can be given that our ESG initiatives will have the intended results or be able to be completed as currently envisioned, whether due to cost, feasibility or other constraints.
Human Capital Management
At KLA, our people drive our success, and we celebrate the diversity of backgrounds and experiences that all employees bring to the table. We recognize that our competitive advantage is our people and the technology they develop. As talent and retention continue to be a challenging issue for many companies, we strive to work proactively to address these concerns. We believe it is critical to attract, motivate and retain a dedicated, talented, and innovative team of employees who exhibit our core values. We also aim to support employees’ personal and professional growth. Our talent development programs focus on developing the whole person through comprehensive training offerings, employee engagement programs and health & wellness activities. We embrace our responsibility to lead through exceptional training programs and professional development and through enabling our employees to be safe, secure, healthy and feel included and empowered to bring their full self to work.
Our Core Values
At KLA, our core values – demonstrating perseverance; striving to be better; being honest, forthright, and consistent; building high-performing teams; and being indispensable to our customers – serve as a foundation for our relationships with employees, customers, suppliers, and other stakeholders and reflect a commitment to ethical business practices and corporate citizenship in the places where we do business.
Our Workforce
As of June 30, 20172022, we had approximately 14,000 regular full-time employees and approximately 280 part-time and temporary employees in facilities located in 19 countries. Approximately 30% of our regular full-time employees are located in the U.S., we employed22% in Europe and Middle Eastern countries and 48% in Asia Pacific and Japan, with approximately 5,990 full-time employees.20% engaged in manufacturing, 26% in R&D, 31% in customer service, 4% in sales and marketing, and 19% in other roles. Except for our employees in Belgium (where a trade union delegation has been recognized) and our employees in the German operations of our MIE business unit (who are represented by employee works council), none of our employees are represented by a labor union. We have not experienced work stoppages and believe that our employee relations are good.
CompetitionIn fiscal year 2022, our overall turnover rate was 7.4%.
Compensation and Benefits
At KLA, our talent is intensethe heartbeat of our organization. We value our employees as individuals and aim to recognize and support their needs so they can bring their best selves to work every day. We engage with our employees about what they need to be successful in and out of the workplace. We seek to achieve our objective of attracting, retaining, and motivating our workforce by linking a significant portion of compensation to Company and business unit performance. We seek competitiveness and fairness in total compensation with reference to peer comparisons and internal equity. In the first half of fiscal 2022 we performed a mid-year salary review and made adjustments to improve our competitiveness in the recruiting of personnelmarket. We enable employees to share in the semiconductorsuccess of the Company through various programs including an Employee Stock Purchase Plan (“ESPP”), equity compensation including restricted stock units (“RSU”), profit sharing and semiconductor equipment industry. bonus plans.
In addition to providing our employees with competitive compensation packages, we have built out a robust suite of benefits to help foster the well-being of all employees. Our benefits are designed to meet the needs of employees and their families, including paid time off, parental leave, bereavement leave, health insurance coverage, flexible work arrangements, contributions to retirement savings and access to employee assistance and work-life programs.
We believeoffer programs to employees to help improve their health and wellness habits. KLA’s virtual and in-person wellness course offerings span both physical and mental health. We offer in-person and virtual workout classes as well as seminars on mindfulness, meditation and other wellness topics. We hold online fitness classes that include body-tune up, yoga and other well-being classes like maintaining life balance, nutrition, importance of sleep, hydration and relaxation. Throughout our sites, we host a series of events and challenges, both virtually and in person, to encourage our employees to stay active. Our wellness program helps employees manage and improve their health and build healthy lifestyle habits in engaging ways.
We expanded hybrid work options and telecommuting. As the COVID-19 pandemic persisted through fiscal 2021 and into fiscal 2022, many working parents faced challenges balancing working from home and caring for their families’ needs. At KLA, we recognized those challenges and expanded our benefits to include remote learning and childcare leave for employees in the U.S. and some of our other locations. We offered parenting webinars through our Connecting Employees website for
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parents to learn more about adolescent mental health. Some sessions have included helping teens through COVID-19, talking to children about racism, and supporting children with anxiety. We also offer courses on financial literacy and planning to help our employees prepare for their financial futures.
Inclusion and Diversity
The journey to becoming a truly inclusive and diverse global organization takes time, and we are deeply committed to this path. At KLA, Inclusion & Diversity (“I&D”) is a shared aspiration, commitment and responsibility, as well as a direct expression of our core values. We celebrate the diversity of our employees, customers and partners, and we are committed to fostering a culture of conscious inclusion.
Throughout fiscal 2022, we continued to strengthen our engagement on I&D. We are an equal opportunity/affirmative action employer and have increased our efforts to recruit, develop and retain a more diverse workforce with a focus on those historically underrepresented in the technology field, including women, Black and Hispanic/Latinx candidates.
Over the last fiscal year, we increased our I&D efforts in several ways. We continue to provide digital versions of our Values in Action training modules with a continued focus on I&D. New managers can hone their skills on unconscious bias, non-discrimination, and anti-harassment, and are introduced to a model of conscious inclusion that emphasizes key leadership qualities.
We also expanded our Employee Resource Groups (“ERG”) to engage employees in service of our I&D goals. In addition to the ERG called WISE (Women in STEM, Empowered), an employee-led group that includes people of all genders who have joined to support the professional growth of women at KLA and foster an inclusive environment, Konexión, our Hispanic/Latinx ERG where employees can interact and innovate through cultural sharing and understanding of the Latinx community, and MOSAIC, which comprises a diverse group of employees at KLA’s second North American headquarters in Ann Arbor, Michigan working together to build a culture of inclusion across all dimensions, all of which were launched in 2020, KLA also launched BELIEVE (Black Employees Leading in Inclusion, Excellence, Values and Education) in fiscal 2022. This ERG supports the recruitment and advancement of Black talent, while also promoting cultural awareness, understanding and allyship of the Black community. Our newest ERG is PRISM, where Pride, Respect, Inclusion and Solidarity Meet. PRISM's mission is to amplify KLA's commitment to equality and inclusion by encouraging a safe and open working environment for LGBTQ+ employees and allies.
As of June 30, 2022, our global workforce was 80% male, 18% female and 2% gender undisclosed, and 8% of our workforce in the U.S. was composed of Black or African American, and/or Hispanic/Latinx employees.
Learning and Development
We offer our employees opportunities to advance their careers at KLA. We emphasize stretch assignments, on-the job development, as well as classroom and online training. Our employees have access to a wide range of programs, workshops, classes and resources to help them excel in their careers and share what they know with others. Our performance management process includes performance feedback against goals, a review of key competencies that are needed to be successful at KLA and career development discussions.
We emphasize frequent 1-on-1 meetings between managers and employees and regular coaching and feedback sessions. Through coaching and mentorship programs, our employees are inspired to push the boundaries of their comfort zones and seek creative solutions.
If our employees pursue external learning opportunities and education, we support that too, through tuition reimbursement. Through our partnerships with San Jose State University and the University of Michigan, employees can pursue advanced degrees in engineering that are customized for KLA, and the skills and competencies required to support our customers. We also offer a competitive student loan reimbursement program in the U.S.
We have a robust succession planning process especially targeted at director level positions and above. Our Enterprise Leadership Program, a comprehensive, two-year management training program that we offer, helps to prepare KLA employees to fill future success will depend,leadership roles. In fiscal year 2022, several of our managers and leaders went through the program. Additionally, our Values in part,Action training which was also targeted at the director level and above provided further guidance on our values, business ethics and about inclusion and diversity.
Most of our employees are also required to take annual training courses and regular certifications related to their work, including those pertaining to the environment, data privacy and workplace health and safety.
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Employee Engagement
We conduct regular employee surveys to check in with our global workforce and obtain input on several topics. The feedback we receive from these surveys helps us assess employee sentiment, identify areas of improvement, and guides our decision-making as it relates to people management. In addition, our executives conduct regular weekly and quarterly webcasts. These global webcasts enable all employees to engage with senior leaders and ask questions in an open Q&A session.
As we began to emerge from the global pandemic in fiscal 2022 in parts of the world, many employees sought connection as never before. Through our annual Employee Engagement Surveys, which had an 85% response rate in fiscal year 2022, we identified the top priorities in a post-pandemic world. We created action plans to act on these priorities and engaged our workforce in identifying potential solutions to address these top concerns. Even though our survey rated our level of engagement as being “good,” we realize that we have several opportunities for improvement and will continue to involve our employees in seeking ways we can get even better.
Employee Health and Safety and Pandemic Response
The health and safety of our employees is paramount to our success. We are committed to providing a safe and healthy workplace for all employees. We accomplish this through strict compliance with applicable laws and regulations regarding workplace safety, including recognition and control of workplace hazards, tracking injury and illness rates, utilizing a global travel health program and maintaining detailed emergency and disaster recovery plans.
KLA’s top priority during the COVID-19 pandemic has been and continues to be protecting the health and safety of our employees and their families, our customers, and our community. The continuing demands of COVID-19 required that we build upon our global approach to employee health and safety (“EHS”) with strong collaboration across the regions. This has resulted in the adoption of best practices for each of our sites, improving business resiliency and EHS worldwide. In addition, our flexible work options have enabled employees to remain safely at home during quarantines to support their families and prevent cross-contamination in the workplace. Through this period we continued abilitythe implementation of an infectious disease playbook, work from home programs, health check protocols, screenings for all employees working on-site, new process workflows at physical sites to hireensure reduced contact for employees working on-site, contact tracing processes and retain qualified management, marketingprotocols, quarantining and technical employees.testing protocols for exposure and positive tests, on-site vaccination clinics, travel guidelines and protocols to ensure employees who must travel for work can do so safely and phased return-to-work plans and approval processes to enable non-manufacturing employees to return-to-work when permitted by local government regulations.

Our goal is always zero accidents across our facilities, and to achieve that, we proactively conduct risk assessments and audits to constantly improve our efforts. We implemented a global standard for our incidents to ensure consistency across our regions, and continually outperform industry averages for injury rates. We are committed to reducing safety risks across business units and at corporate sites worldwide. We revised our approach to risk assessments to “risk rank” our own operations. We are utilizing this system not only to measure our own performance, but also to help improve the performance in our supply chain and with our customers. Our excellent safety record is a tribute to our employees' efforts, the breadth and depth of our training programs, and our dedication to safety policy management. All new hires are required to complete a health and safety training program. In addition, our service technicians are required to achieve and maintain role-specific safety training certifications.

We made a commitment to globalize our ISO 45001 (Occupational Health & Safety Management Systems) certification and expand our ISO 14001 (Environmental Management Systems) certification beyond our larger sites. The goal is to execute these plans through calendar year 2024.

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Glossary
This section provides definitions for certain industry and technical terms commonly used in our business, whichthat are used elsewhere in this Item 1:
Annual Report on Form 10-K:
back-endcompound semiconductorProcess steps that make upA semiconductor formed from chemical elements in two or more different groups in the second halfperiodic table (ex. III-V). The composition of the semiconductor manufacturing process, from contact through completion of the wafer prior to electrical test.these materials influences their properties, resulting in different performance than silicon when used in electronics. Primary examples include SiC, GaN, gallium arsenide (GaAs), and indium phosphide (InP).
broadbandAn illumination source with a wide spectral bandwidth.
critical dimension (CD)The dimension of a specified geometry (such as the width of a patterned line or the distance between two lines) that must be within design tolerances in order to maintain semiconductor device performance consistency.
design rulesRules that set forth the allowable dimensions of particular features used in the design and layout of integrated circuits.ICs.
design technology co-optimization (DTCO)dieThe methodology of optimizing semiconductor design and process simultaneously during the technology definition phase.
dieThe term for aA single semiconductor chip on a wafer.
electron-beamAn illumination source comprised of a stream of electrons emitted by a single source.
epitaxial silicon (epi)(“epi”)A substrate technology based on growing a crystalline silicon layer on top of a silicon wafer. The added layer, where the structure and orientation are matched to those of the silicon wafer, includes dopants (impurities) to imbue the substrate with special electronic properties.
excursionetchingA process step in which layers of material are removed from a semiconductor wafer in a specific pattern.
excursionFor a manufacturing step or process, a deviation from normal operating conditions that can lead to decreased performance or yield of the final product.
fabThe main manufacturing facility for processing semiconductor wafers.
front-endflat panel display (“FPD”)The processesA display appliance that make up the first half of the semiconductor manufacturing process, from wafer start through final contact window processing.uses a thin panel design. Also includes flexible displays.
in-situgeometryRefers toThe surface shape of an object, such as the 3D shape of a semiconductor device structure or the shape of base or patterned wafers
in situOf processing steps or tests, that are done without moving the wafer. Latin for “in original position.”
interconnectingotA piece of pure metal intended to be processed. In semiconductors, a silicon ingot is typically created in such a way that slicing cross-sections creates bare wafers.
interconnectA highly conductive material, usually copper or aluminum, which carries electrical signals to different parts of a die.
lithographyinternet of things (“IoT”)A network of devices with the ability to transfer data without human interaction.
light emitting diode (“LED”)A semiconductor device that releases electromagnetic radiation (light) when current flows through it. The bandgap of the semiconductor material determines the wavelength (color) of the light emitted.
lithographyA process in which a masked pattern is projected onto a photosensitive coating that covers a substrate.
mask shopmetrologyA manufacturer that produces the reticles used by semiconductor manufacturers.
metrologyThe science of measurement to determine dimensions, quantity or capacity. In the semiconductor industry, typical measurements include critical dimension, overlay and film thickness.
microelectromechanical systems (MEMS)(“MEMS”)Micron-sized mechanical devices powered by electricity, created using processes similar to those used to manufacture IC devices.
micron
A metric unit of linear measure that equals 1/1,000,000 meter (10-6m), or 10,000 angstroms (the diameter of a human hair is approximately 75 microns).
Moores Law
An observation made by Gordon Moore in 1965 and revised in 1975 that the number of transistors on a typical integrated circuit doubles approximately every two years.
nanometer (nm)
One billionth (10-9) of a meter.

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patterned
patternedFor semiconductor manufacturing and industries using similar processing technologies, refers to substrates that have electronic circuits (transistors, interconnects, etc.) fabricated on the surface.
photoresistphotovoltaicA radiation-sensitive material that, when properly appliedThe property of semiconductor devices to a variety of substrates and then properly exposed and developed, masks portions of the substrate with a high degree of integrity.create electric current through exposure to sunlight.
printed circuit board (“PCB”)A board used to mechanically support and electrically connect various electrical and mechanical components.
process controlThe ability to maintain specifications of products and equipment during manufacturing operations.
reticleA very flat glass plate that contains the patterns to be reproduced on a wafer.
silicon-on-insulator (SOI)silicon on insulator (“SOI”)A substrate technology comprised of a thin top silicon layer separated from the silicon substrate by a thin insulating layer of glass or silicon dioxide, used to improve performance and reduce the power consumption of IC circuits.
substrateA wafer or other material on which layers of various materials are added during the process of manufacturing semiconductor devices (circuits), FPDs or circuits.PCBs.
unpatternedFor semiconductor manufacturing and industries using similar processing technologies, refers to substrates that do not have electronic circuits (transistors, interconnects, etc.) fabricated on the surface. These can include bare silicon wafers, other bare substrates or substrates on which blanket films have been deposited.
yield managementThe ability of a semiconductor manufacturer to oversee, manage and control its manufacturing processes so as to maximize the percentage of manufactured wafers or die that conform to pre-determined specifications.
__________________ 
The definitions above are from internal sources, as well as online semiconductor dictionaries such as https://www.semiconductors.org/faq/glossary/semiconductors-101/frequently asked questions/. Such citation is for informational purposes only and the content referenced is not otherwise incorporated by reference herein.





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ITEM 1A.RISK FACTORS


ITEM 1A.RISK FACTORS
A description of factors that could materially affect our business, financial condition or operating results is provided below.
Risk Factors Summary
The following summarizes the most material risks that make an investment in our securities risky or speculative. If any of the following risks occur or persist, our business, financial condition and results of operations could be materially harmed and the price of our common stock could significantly decline.
COVID-19 Pandemic Risks
Shortages or disruption in the supply chain could affect our ability to timely process components for our products;
Travel bans, lockdowns, or quarantine requirements could delay our ability to install or service our products;
Governmental orders or employee exposure could cause manufacturing stoppages for us or our customers or suppliers;
Continued volatility and uncertainty in customer demand for our products, delivery pushouts or cancellations of orders by our customers;
Increased costs or inability to acquire components necessary for the manufacture of our products;
Absence of liquidity at customers and suppliers; and
Loss of efficiencies and increased cybersecurity risks due to remote working requirements for our employees.
Commercial, Operational, Financial and Regulatory Risks
Risks related to our international operations, such as tariffs or similar trade impairments, and longer payment cycles or collection difficulties associated with international sales;
Our vulnerability to a weakening in the condition of the financial markets and the global economy;
Intellectual property disputes can be expensive and could result in an inability to sell our products in certain jurisdictions;
Laws, rules, regulations or other orders that may limit our ability to sell our products or provide service on products previously sold to certain customers;
Increasing attention to ESG matters, including any targets or other ESG initiatives, could result in additional costs or risks or adversely impact our business;
We may be unable to attract, onboard and retain key personnel;
Reliance on third-party service providers could result in disruptions if such third parties cannot perform services for us in a timely manner;
Cybersecurity incidents could result in the loss of valuable information or assets or subject us to costly disruption, remediation, regulatory investigations, litigation and reputational damage;
We may face disruptions if we cannot access critical information in a timely manner due to system failures;
We may not find suitable acquisition candidates or fail to successfully integrate our acquisitions;
Natural disasters, such as earthquakes, health epidemics, acts of terrorism or war or other catastrophic events, and the lack of insurance thereof, could significantly disrupt our operations for lengthy periods of time;
We are exposed to fluctuations in foreign currency exchange rates, interest rates and the market values of our portfolio investments;
We are subject to tax and regulatory compliance audits;
Economic, political or other conditions in the jurisdictions where we earn profits can impact the tax laws and taxes we pay in those jurisdictions, subsequently impacting our effective tax rate, cash flows and results of operations;
Increased compliance costs with federal securities laws, rules, and regulations, as well as NASDAQ requirements; and
Changes in accounting pronouncements and laws could have unforeseen effects.
Industry Risks
We may not be able to keep pace with trends and technological changes in the industries in which we operate;
We have a highly concentrated customer base; and
Prevailing local and global economic conditions may negatively affect the purchasing decisions of our customers.
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Business Model and Capital Structure Risks
We may not be able to maintain our technology advantage or protect our proprietary rights;
We may not be able to compete with new products introduced by our competitors;
We may not receive components necessary to build our products in a timely manner;
We may fail to operate our business in a manner consistent with our business plan;
We may fail to comply with the covenants in our Revolving Credit Facility and Senior Notes (as defined below), which could impair our ability to borrow needed funds, or require us to repay debt sooner than we planned;
We may not have sufficient financial resources to repay our indebtedness when it becomes due and our leveraged capital structure may divert resources from operations and other corporate uses;
We may not be able to declare cash dividends at all or in any particular amounts;
Risks related to our commercial terms and conditions, including our indemnification of third parties, as well as the performance of our products;
Our government funding for R&D is subject to termination, audit and any further penalties;
We may incur significant restructuring charges or other asset impairment charges or inventory write-offs; and
We are subject to risks related to receivables factoring arrangements, and compliance risk of certain settlement agreements with the government.
For a more complete discussion of the material risks facing our business, see below.
Risks Related to the COVID-19 Pandemic
The current COVID-19 pandemic and the potential aftereffects from it could materially harm our business, financial condition and results of operations.
The COVID-19 pandemic has caused substantial global disruptions, including in the jurisdictions where we conduct business and may cause additional disruptions in the future, which are impossible to predict. Local, regional and national authorities in numerous jurisdictions have implemented a variety of measures designed to slow the spread of the virus, including social distancing guidelines, quarantines, banning of non-essential travel and requiring the cessation of non-essential activities on the premises of businesses. In 2022, the Chinese government implemented lockdowns in two of its larger economic hubs, Shenzhen and Shanghai. Lockdowns in major economic hubs such as Shenzhen and Shanghai have led to additional supply chain challenges and could cause delays in the delivery of goods in or around impacted areas, which could both harm our ability to obtain components for our products in a timely manner, delay the delivery of our products in and around those areas, delay installation of our products in those areas or affect customer acceptance processes due to resource mobility restrictions. Any delays in delivering or installing our products could adversely impact the timing of our revenue recognition. While all of our global manufacturing sites are currently operational, any local pandemic outbreaks or the advent of new variants could require us to temporarily curtail production levels or temporarily cease operations based on government mandates.
Despite the wide availability of COVID-19 vaccines in the U.S. and in other parts of the world, we are unable to predict how effective they will continue to be in preventing the spread of COVID-19 (including its variant strains). In addition, although there has been improvement in the global economy since the severe effects of the COVID-19 pandemic at its onset, many macroeconomic variables remain dynamic and we continue to experience constraints in our supply chain as discussed below.
Some of the risks associated with the pandemic or a worsening of the pandemic in the future include:
Cancellation or reduction of routes available from common carriers, which may cause delays in our ability to deliver or service our products or receive components from suppliers necessary to manufacture or service our products;
Shortages or disruption in the supply chain could affect our ability to procure components for our products on a timely basis or at all, or could require us to commit to increased purchases and provide longer lead times to secure critical components, which could increase inventory obsolescence risk (refer to the Executive Summary in Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” for additional information on supply constraints related to the COVID-19 pandemic);
Travel bans, lockdowns or the requirement to quarantine for a lengthy period after entering a jurisdiction, which may delay our ability to install the products we sell or service those products following installation;
Governmental orders or employee exposure requiring us, our customers or our suppliers to discontinue manufacturing products at our or their respective facilities for a period of time;
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Continued volatility and uncertainty in customer demand for our products, delivery pushouts or cancellation of orders by our customers caused by a global recession resulting from the pandemic and the measures implemented by authorities to slow the spread of COVID-19;
Increased costs or inability to acquire components necessary for the manufacture of our products due to reduced availability or rising inflation;
Absence of liquidity at customers and suppliers caused by disruptions from the pandemic, which may hamper the ability of customers to pay for the products they purchase on time or at all, or hamper the ability of our suppliers to continue to supply components to us in a timely manner or at all; and
Loss of efficiencies due to remote working requirements for our employees.
If any of the foregoing risks occur or intensify during this pandemic, our business, financial condition and results of operations could be materially adversely affected.
Commercial, Operational, Financial and Regulatory Risks
A majority of our annual revenues are derived from outside the US, and we maintain significant operations outside the US. We are exposed to numerous risks as a result of the international nature of our business and operations.
A majority of our annual revenues are derived from outside the U.S., and we maintain significant operations outside the U.S. We expect that these conditions will continue in the foreseeable future. Managing global operations and sites located throughout the world presents a number of challenges, including but not limited to:
Global trade issues and changes in and uncertainties with respect to trade policies, including the ability to obtain required import and export licenses, trade sanctions, tariffs and international trade disputes;
Political and social attitudes, laws, rules, regulations and policies within countries that favor domestic companies over non-domestic companies, including customer- or government-supported efforts to promote the development and growth of local competitors;
Ineffective or inadequate legal protection of intellectual property rights in certain countries;
Managing cultural diversity and organizational alignment;
Exposure to the unique characteristics of each region in the global market, which can cause capital equipment investment patterns to vary significantly from period to period;
Periodic local or international economic downturns;
Potential adverse tax consequences, including withholding tax rules that may limit the repatriation of our earnings, and higher effective income tax rates in foreign countries where we do business;
Compliance with customs regulations in the countries in which we do business;
Existing and potentially new tariffs or other trade restrictions and barriers (including those applied to our products, spare parts and services, or to parts and supplies that we purchase);
Political instability, natural disasters, legal or regulatory changes, acts of war such as Russia’s invasion of Ukraine or terrorism in regions where we, our customers or our suppliers have operations or where we or they do business;
Rising inflation and fluctuations in interest and currency exchange rates may adversely impact our ability to compete on price with local providers or the value of revenues we generate from our international business. Although we attempt to manage some of our near-term currency risks through the use of hedging instruments, there can be no assurance that such efforts will be adequate;
Our ability to receive prepayments for certain of our products and services sold in certain jurisdictions. These prepayments increase our cash flows for the quarter in which they are received. If our practice of requiring prepayments in those jurisdictions changes or deteriorates, our cash flows would be harmed;
Longer payment cycles and difficulties in collecting accounts receivable outside of the U.S.;
Difficulties in managing foreign distributors (including monitoring and ensuring our distributors’ compliance with applicable laws); and
Inadequate protection or enforcement of our intellectual property and other legal rights in foreign jurisdictions.
In addition, government controls, either by the U.S. or other countries, that restrict our business overseas or restrict our ability to import or export our products and services or increase the cost of our operations through the imposition of broad sanctions, trade restrictions, tariffs, new controls, outright bans, or otherwise, could harm our business. For example, Commerce has added numerous China-based entities to the U.S. Entity List, including Fujian Jinhua Integrated Circuit Company, Ltd., Huawei and Semiconductor Manufacturing International Corporation, restricting our ability to provide products and services to
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such entities without an export license. Even if we apply for licenses to sell our products or provide services to companies on Commerce’s U.S. Entity List, there can be no assurance that licenses will be granted. In addition, Commerce has imposed export licensing requirements on China-based customers engaged in military end uses or where Commerce has determined there is a risk of diversion to a military end use, as well as requiring our customers to obtain an export license when they use certain semiconductor capital equipment based on U.S. technology to manufacture products connected to Huawei or its affiliates. To date, these rules have not significantly impacted our operations, but we are continually monitoring their impact. If additional companies are added to Commerce’s U.S. Entity List, or other licensing requirements or restrictions are imposed, thereby limiting our ability to sell our products or services to other customers in China, our business could be significantly harmed. Similar actions by the U.S. government or another country could impact our ability to provide our products and services to existing and potential customers.
Any of the factors above could have a significant negative impact on our business and results of operations.
We are exposed to risks associated with a weakening in the condition of the financial markets and the global economy.
Demand for our products is ultimately driven by the global demand for electronic devices by consumers and businesses. Economic uncertainty frequently leads to reduced consumer and business spending, and can cause our customers to decrease, cancel or delay their equipment and service orders. The tightening of credit markets, rising interest rates and concerns regarding the availability of credit can make it more difficult for our customers to raise capital, whether debt or equity, to finance their purchases of capital equipment, including the products we sell. Reduced demand, combined with delays in our customers’ ability to obtain financing (or the unavailability of such financing), has at times in the past adversely affected our product and service sales and revenues and therefore has harmed our business and operating results, and our operating results and financial condition may again be adversely impacted if economic conditions decline from their current levels.
In addition, a decline in the condition of the global financial markets could adversely impact the market values or liquidity of our investments. Our investment portfolio includes corporate and government securities, money market funds and other types of debt and equity investments. Although we believe our portfolio continues to be comprised of sound investments due to the quality and (where applicable) credit ratings of such investments, a decline in the capital and financial markets or rising interest rates would adversely impact the market value of our investments and their liquidity. If the market value of such investments were to decline, or if we were to have to sell some of our investments under illiquid market conditions, we may be required to recognize an impairment charge on such investments or a loss on such sales, either of which could have an adverse effect on our financial condition and operating results.
If we are unable to timely and appropriately adapt to changes resulting from difficult macroeconomic conditions, our business, financial condition or results of operations may be materially and adversely affected.
We might be involved in claims or disputes related to intellectual property or other confidential information that may be costly to resolve, prevent us from selling or using the challenged technology and seriously harm our operating results and financial condition.
As is typical in the industries in which we serve, from time to time we have received communications from other parties asserting the existence of patent rights, copyrights, trademark rights or other intellectual property rights which they believe cover certain of our products, processes, technologies or information. In addition, we occasionally receive notification from customers who believe that we owe them indemnification or other obligations related to intellectual property claims made against such customers by third parties. With respect to intellectual property infringement disputes, our customary practice is to evaluate such infringement assertions and to consider whether to seek licenses where appropriate. However, there can be no assurance that licenses can be obtained or, if obtained, will be on acceptable terms or that costly litigation or other administrative proceedings will not occur. The inability to obtain necessary licenses or other rights on reasonable terms could seriously harm our results of operations and financial condition. Furthermore, we may potentially be subject to claims by customers, suppliers or other business partners, or by governmental law enforcement agencies, related to our receipt, distribution and/or use of third-party intellectual property or confidential information. Legal proceedings and claims, regardless of their merit, and associated internal investigations with respect to intellectual property or confidential information disputes are often expensive to prosecute, defend or conduct; may divert management’s attention and other Company resources; and/or may result in restrictions on our ability to sell our products, settlements on significantly adverse terms or adverse judgments for damages, injunctive relief, penalties and fines, any of which could have a significant negative effect on our business, results of operations and financial condition. There can be no assurance regarding the outcome of future legal proceedings, claims or investigations. The instigation of legal proceedings or claims, our inability to favorably resolve or settle such proceedings or claims, or the determination of any adverse findings against us or any of our employees in connection with such proceedings or claims could materially and adversely affect our business, financial condition and results of operations, as well as our business reputation.
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We are exposed to various risks related to the legal, regulatory and tax environments in which we perform our operations and conduct our business.
We are subject to various risks related to compliance with laws, rules and regulations enacted by legislative bodies and/or regulatory agencies in the countries in which we operate and with which we must comply, including environmental, safety, antitrust, anti-corruption/anti-bribery, unclaimed property, economic sanctions and export control regulations. We have policies and procedures designed to promote compliance with applicable law, but there can be no assurance our policies and procedures will prove completely effective in ensuring compliance by all our personnel, business partners and representatives, for whose misconduct we may under some circumstances be legally responsible. Our failure or inability to comply with existing or future laws, rules or regulations in the countries in which we operate could result in government investigations and/or enforcement actions, which could result in significant financial cost (including investigation expenses, defense costs, assessments and criminal or civil penalties), reputational harm and other consequences that may adversely affect our operating results, financial condition and ability to conduct our business. For instance, in response to Russia’s invasion of Ukraine, the U.S., European Union and other countries have imposed sanctions against Russia, Belarus and certain other regions, entities and individuals, and may impose additional sanctions, export controls or other measures. The imposition of sanctions, export controls and other measures could adversely impact our business including preventing us from performing existing contracts, recognizing revenue, pursuing new business opportunities or receiving payment for products already supplied or services already performed with customers.
Additionally, we are subject to various domestic and international environmental laws and regulations, including those that control and restrict the use, transportation, emission, discharge, storage, and disposal of certain chemicals, gases and other substances. Any failure to comply with applicable environmental laws, regulations or requirements may subject us to a range of consequences, including fines, suspension of certain of our business activities, limitations on our ability to sell our products, obligations to remediate environmental contamination, and criminal and civil liabilities or other sanctions. Some of these laws impose strict liability for certain releases, which may require us to incur costs regardless of fault or the legality of actions at the time of release. In addition, changes in environmental laws and regulations (including any relating to climate change and greenhouse gas (“GHG”) emissions) could require us, or others in our value chain, to install additional equipment, alter operations to incorporate new technologies or processes, or revise process inputs, among other things, which may cause us to incur significant costs or otherwise adversely impact our business performance. Various agencies and governmental bodies have expressed particular interest in promulgating rules relating to climate change. For example, in March 2022, the SEC published a proposed rule that would require companies to provide significantly expanded climate-related disclosures in their Form 10-K, which may require us to incur significant additional costs to comply and impose increased oversight obligations on our management and Board of Directors. We also face increasing complexity in our manufacturing, product design and procurement operations as we adjust to new and prospective requirements relating to the composition of our products, including restrictions on lead and other substances and requirements to track the sources, production methods, or provenance of certain metals and other materials. The cost of complying, or of failing to comply, with these and other regulatory requirements or contractual obligations could adversely affect our operating results, financial condition and ability to conduct our business.
From time to time, we may receive inquiries, subpoenas, investigative demands or audit notices from governmental or regulatory bodies, or we may make voluntary disclosures, related to legal, regulatory or tax compliance matters, and these matters may result in significant financial cost (including investigation expenses, defense costs, assessments and criminal or civil penalties), reputational harm and other consequences that could materially and adversely affect our operating results and financial condition. In addition, we may be subject to new or amended laws, including laws that conflict with other applicable laws, which may impose compliance challenges and create the risk of non-compliance.
In addition, we may from time to time be involved in legal proceedings or claims regarding employment, immigration, contracts, product performance, product liability, antitrust, environmental regulations, securities, unfair competition and other matters. These legal proceedings and claims, regardless of their merit, may be time-consuming and expensive to prosecute or defend, divert management’s attention and resources, and/or inhibit our ability to sell our products. There can be no assurance regarding the outcome of current or future legal proceedings or claims, which could adversely affect our operating results, financial condition and ability to operate our business.
Increasing attention to ESG matters, including any targets or other ESG initiatives, could result in additional costs or risks or adversely impact our business.
Certain investors, capital providers, shareholder advocacy groups, other market participants, customers and other stakeholder groups have focused increasingly on companies’ ESG initiatives, including those regarding climate change, human rights and I&D, among others. This may result in increased costs, changes in demand for certain types of products, enhanced compliance or disclosure obligations and costs, or other adverse impacts on our business, financial condition or results of operations.
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From time to time, we create and publish voluntary disclosures regarding ESG matters. Identification, assessment, and disclosure of such matters is complex. Many of the statements in such voluntary disclosures are based on our expectations and assumptions, which may require substantial discretion and forecasts about costs and future circumstances. Additionally, expectations regarding companies’ management of ESG matters continues to evolve rapidly, in many instances due to factors that are out of our control. In addition, organizations that provide information to investors on corporate governance and related matters have developed rating processes on evaluating companies on their approach to ESG matters. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings could lead to increased negative investor sentiment toward us, our customers, or our industry, which could negatively impact our share price as well as our access to and cost of capital. To the extent ESG matters negatively impact our reputation, it may also impede our ability to compete as effectively to recruit or retain employees, which may adversely affect our operations.
Although we may participate in various voluntary frameworks and certification programs, or establish voluntary ESG initiatives, to improve the ESG profile of our operations and product offerings, we cannot guarantee that such efforts will have the intended results. For example, in December 2021, we announced a goal to use 100% renewable electricity across our global operations by 2030. Our estimates concerning the timing and cost of implementing this and other goals are subject to risks and uncertainties, some of which are outside of our control. Any failure, or perceived failure, to successfully achieve our voluntary goals, or the manner in which we achieve some or any portion of our goals, could adversely impact our reputation or, to the extent related to sustainability-linked capital sources, financial condition and results of operations. Our ESG efforts may also include the adoption, or expansion, of certain ESG practices or policies, which may require us to expend additional resources to implement or to forego certain business opportunities to the extent others in our value chain do not meet pertinent requirements of such policies. By contrast, any failure, or perceived failure, to conform to such policies could have an adverse impact on our reputation and business activities. Our performance may be subject to greater scrutiny as a result of our announcement of any goals or policies and the publication of our performance against the same. Moreover, despite the voluntary nature of such efforts, we may receive pressure from external sources, such as lenders, investors or other groups, to adopt more aggressive climate or other ESG-related initiatives; however, we may not agree that such initiatives will be appropriate for our business, and we may not be able to implement such initiatives because of potential costs or technical or operational obstacles. In addition, we note that certain ESG matters are becoming less “voluntary” as regulators, including the SEC, begin proposing and adopting regulations regarding ESG matters, including, but not limited to climate change-related matters. To the extent we are subject to increased regulatory requirements, we could become subject to increased compliance-related costs and risks, including potential enforcement and litigation. Such ESG matters may also impact our suppliers and customers, which may compound or cause new impacts on our business, financial condition or results of operations.
We depend on key personnel to manage our business effectively, and if we are unable to attract, retain and motivate our key employees, our sales and product development could be harmed.
Our employees are vital to our success, and our key management, engineering and other employees are difficult to replace. We generally do not have employment contracts with our key employees. Further, we do not maintain key person life insurance on any of our employees. The expansion of high technology companies worldwide and the elevated demand for talent from the growth in the demand for semiconductors following the onset of the COVID-19 pandemic has increased demand and competition for qualified personnel. Competition for engineering and other technical personnel in many areas of the world in which we operate is especially intense due to the proliferation of technology companies worldwide. In addition, current or future immigration laws, policies or regulations may limit our ability to attract, hire and retain qualified personnel. If we are unable to attract, onboard and retain key personnel, or if we are not able to attract, assimilate, onboard and retain additional highly qualified employees to meet our current and future needs, our business and operations could be harmed.
We outsource a number of services to third-party service providers, which decreases our control over the performance of these functions. Disruptions or delays at our third-party service providers could adversely impact our operations.
We outsource a number of services, including our transportation, information systems management and logistics management of spare parts and certain accounting and procurement functions, to domestic and overseas third-party service providers. While outsourcing arrangements may lower our cost of operations, they also reduce our direct control over the services rendered. It is uncertain what effect such diminished control will have on the quality or quantity of products delivered or services rendered, on our ability to quickly respond to changing market conditions, or on our ability to ensure compliance with all applicable domestic and foreign laws and regulations. In addition, many of these outsourced service providers, including certain hosted software applications that we use for confidential data storage, employ cloud computing technology for such storage. These providers’ cloud computing systems may be susceptible to “cyber incidents,” such as intentional cyber-attacks aimed at theft of sensitive data or inadvertent cyber-security compromises, which are outside of our control. If we do not effectively develop and manage our outsourcing strategies, if required export and other governmental approvals are not timely obtained, if our third-party service providers pass on the cost of inflation to us or do not perform as anticipated, or do not adequately protect our data from cyber-related security breaches, or if there are delays or difficulties in enhancing business
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processes, we may experience operational difficulties (such as limitations on our ability to ship products), increased costs, manufacturing or service interruptions or delays, loss of intellectual property rights or other sensitive data, quality and compliance issues, and challenges in managing our product inventory or recording and reporting financial and management information, any of which could materially and adversely affect our business, financial condition and results of operations.
We depend on secure information technology for our business and are exposed to risks related to cybersecurity threats and cyber incidents affecting our, our customers, suppliers and other service providers systems and networks.
In the conduct of our business, we collect, use, transmit and store data on information systems and networks, including systems and networks owned and maintained by KLA and/or by third-party providers. This data includes confidential information, transactional information and intellectual property belonging to us, our customers and our business partners, as well as personally identifiable information of individuals. Despite network security and other measures, our, our customers’, suppliers’ and other third-party providers’ information systems and networks are susceptible to computer viruses, ransomware, cyber-related security breaches and similar disruptions from unauthorized intrusions, tampering, misuse, or criminal acts made directly against, or through our third-party providers in the supply chain, and against, our systems and networks, including phishing, or other events or developments that we may be unable to anticipate or fail to mitigate, including but not limited to vulnerabilities or misconfigurations in information systems, networks, software or hardware. We have experienced cyber-related attacks in the past, and are likely to experience cyber-related attacks in the future. Our security measures may also be breached due to employee errors, malfeasance, or otherwise. Third parties may also attempt to influence employees, users, suppliers or customers to disclose sensitive information in order to gain access to our, our customers’ or business partners’ data. Because the techniques used to obtain unauthorized access to the information systems change frequently, may not be recognized until launched against a target and are increasingly designed to circumvent controls, avoid detection and remove or obfuscate forensic artifacts, we may be unable to anticipate these techniques, implement adequate preventative measures, or adequately identify, investigate and recover from cybersecurity incidents.
Any cybersecurity incident or occurrence could impact our business directly, or indirectly by impacting third parties in the supply chain, in many potential ways: disruptions to operations; misappropriation, corruption or theft of confidential information, including intellectual property and other critical data, of KLA, our customers or other business partners; misappropriation of funds and Company assets; reduced value of our investments in research, development and engineering; litigation with, or payment of damages to, third parties; reputational damage; costs to comply with regulatory inquiries or actions; data privacy issues; costs to rebuild our information systems and networks; and increased cybersecurity protection and remediation costs. Cybersecurity incidents affecting our customers could result in substantial delays in our ability to ship to those customers or install our products, which could result in delays in revenue recognition or the cancellation of orders, and cybersecurity incidents affecting our suppliers could result in substantial delays in our ability to obtain necessary components for our products from those suppliers, which could hamper our ability to ship our products to our customers, harming our results of operations.
We carry insurance that provides limited protection against the potential losses arising from a cybersecurity incident but it will not likely cover all such losses, and the losses it does not cover may be significant.
We rely upon certain critical information systems for our daily business operations. Our inability to use or access our information systems at critical points in time could unfavorably impact our business operations.
Our global operations are dependent upon certain information systems, including telecommunications, the internet, our corporate intranet, network communications, email and various computer hardware and software applications. System failures or malfunctions, such as difficulties with our customer relationship management system, could disrupt our operations and our ability to timely and accurately process and report key components of our financial results. Our enterprise resource planning (“ERP”) system is integral to our ability to accurately and efficiently maintain our books and records, record transactions, provide critical information to our management, and prepare our financial statements. Any disruptions or difficulties that may occur in connection with our ERP system or other systems (whether in connection with the regular operation, periodic enhancements, modifications or upgrades of such systems or the integration of our acquired businesses into such systems, or due to cybersecurity events such as ransomware attacks) could adversely affect our ability to complete important business processes, such as the evaluation of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002. Any of these events could have an adverse effect on our business, operating results and financial condition.
Acquisitions are an important element of our strategy but, because of the uncertainties involved, we may not find suitable acquisition candidates and we may not be able to successfully integrate and manage acquired businesses. We are also exposed to risks in connection with strategic alliances into which we may enter.
In addition to our efforts to develop new technologies from internal sources, part of our growth strategy is to pursue acquisitions and acquire new technologies from external sources. As part of this effort, in February 2019, we announced that we
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had consummated our acquisition of Orbotech. We may also enter into definitive agreements for and consummate acquisitions of, or significant investments in, businesses with complementary products, services and/or technologies. There can be no assurance that we will find suitable acquisition candidates, that we can close such acquisitions or that acquisitions we complete will be successful. In addition, we may use equity to finance future acquisitions, which would increase our number of shares outstanding and be dilutive to current stockholders.
If we are unable to successfully integrate and manage acquired businesses, if the costs associated with integrating the acquired business exceeds our expectations, or if acquired businesses perform poorly, then our business and financial results may suffer. It is possible that the businesses we have acquired, as well as businesses we may acquire in the future, may perform worse than expected or prove to be more difficult to integrate and manage than anticipated. In addition, we may face other risks associated with acquisition transactions that may lead to a material adverse effect on our business and financial results, including:
We may have to devote unanticipated financial and management resources to acquired businesses;
The combination of businesses may result in the loss of key personnel or an interruption of, or loss of momentum in, the activities of our Company and/or the acquired business;
We may not be able to realize expected operating efficiencies or product integration benefits from our acquisitions;
We may experience challenges in entering into new market segments for which we have not previously manufactured and sold products;
We may face difficulties in coordinating geographically separated organizations, systems and facilities;
The customers, distributors, suppliers, employees and others with whom the companies we acquire have business dealings may have a potentially adverse reaction to the acquisition;
We may have difficulty implementing a cohesive framework of controls, procedures and policies appropriate for a larger, U.S.-based public company at companies that prior to acquisition may not have as robust controls, procedures and policies, particularly, with respect to the effectiveness of cyber and information security practices and incident response plans, compliance with data privacy and protection and other laws and regulations, and compliance with U.S.-based economic policies and sanctions which may not have previously been applicable to the acquired company’s operations;
We may have to write off goodwill or other intangible assets; and
We may incur unforeseen obligations or liabilities in connection with acquisitions including but not limited to cybersecurity risks associated with integrating our networks or systems with those of acquired entities.
At times, we may also enter into strategic alliances with customers, suppliers or other business partners with respect to development of technology and intellectual property. These alliances typically require significant investments of capital and exchange of proprietary, highly sensitive information. The success of these alliances depends on various factors over which we may have limited or no control and requires ongoing and effective cooperation with our strategic partners. Mergers and acquisitions and strategic alliances are inherently subject to significant risks, and the inability to effectively manage these risks could materially and adversely affect our business, financial condition and operating results.
Disruption of our manufacturing facilities or other operations or those of our suppliers, or in the operations of our customers, due to earthquake, flood, other natural catastrophic events, health epidemics or terrorism could result in cancellation of orders, delays in deliveries or other business activities, or loss of customers and could seriously harm our business.
We have significant manufacturing operations in the U.S., Singapore, Israel, Germany, United Kingdom, Italy and China. In addition, our business is international in nature, with our sales, service and administrative personnel and our customers and suppliers located in numerous countries throughout the world. Operations at our manufacturing facilities and our assembly subcontractors and those of our suppliers, as well as our other operations and those of our customers, are subject to disruption for a variety of reasons, including work stoppages, acts of war such as Russia’s invasion of Ukraine, terrorism, health epidemics and pandemics, fire, earthquake, volcanic eruptions, energy shortages or power blackouts, flooding or other natural disasters; and certain of these events may become more frequent or intense as a result of climate change. Such disruption could cause delays in, among other things, shipments of products to our customers, our ability to perform services requested by our customers, the ability of our suppliers to supply us components for our products in a timely manner, or the timely installation and acceptance of our products at customer sites. We cannot provide any assurance that alternate means of conducting our operations (whether through alternate production capacity or service providers or otherwise) would be available if a major disruption were to occur or that, if such alternate means were available, they could be obtained on favorable terms.
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In addition, as part of our cost-cutting actions, we have consolidated several operating facilities. Our California operations are now primarily centralized in our Milpitas facility. The consolidation of our California operations into a single campus could further concentrate the risks related to any of the disruptive events described above, such as acts of war or terrorism, earthquakes, fires or other natural disasters, if any such event were to impact our Milpitas facility.
We are predominantly uninsured for losses and interruptions caused by terrorist acts and acts of war. If international political instability continues or increases, our business and results of operations could be harmed.
The threat of terrorism targeted at, or acts of war in, the regions of the world in which we do business increases the uncertainty in our markets. Any act of terrorism or war that affects the economy or the industries we serve could adversely affect our business. Increased international political instability in various parts of the world, disruption in air transportation and further enhanced security measures as a result of terrorist attacks may hinder our ability to do business and may increase our costs of operations. We maintain significant operations in Israel. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its Arab neighbors, and a state of hostility varying in degree and intensity has led to security and economic challenges for Israel. In addition, some of our employees in Israel are obligated to perform annual reserve duty in the Israel Defense Forces, and may be called to active military duty in emergency circumstances. We cannot assess the impact that emergency conditions in Israel in the future may have on our business, operations, financial condition or results of operations, but it could be material. Instability in any region could directly impact our ability to operate our business (or our customers’ ability to operate their businesses), cause us to incur increased costs in transportation, make such transportation unreliable, increase our insurance costs, and cause international currency markets to fluctuate. Instability in the region could also have the same effects on our suppliers and their ability to timely deliver their products. If international political instability continues or increases in any region in which we do business, our business and results of operations could be harmed. We are predominantly uninsured for losses and interruptions caused by terrorist acts and acts of war.
We self-insure certain risks including earthquake risk. If one or more of the uninsured events occurs, we could suffer major financial loss.
We purchase insurance to help mitigate the economic impact of certain insurable risks; however, certain risks are uninsurable, are insurable only at significant cost or cannot be mitigated with insurance. Accordingly, we may experience a loss that is not covered by insurance, either because we do not carry applicable insurance or because the loss exceeds the applicable policy amount or is less than the deductible amount of the applicable policy. For example, we do not currently hold earthquake insurance. An earthquake could significantly disrupt our manufacturing operations, a significant portion of which are conducted in California, an area highly susceptible to earthquakes. It could also significantly delay our research and engineering efforts on new products, much of which is also conducted in California. We take steps to minimize the damage that would be caused by an earthquake, but there is no certainty that our efforts will prove successful in the event of an earthquake. We self-insure earthquake risks because we believe this is a prudent financial decision based on our cash reserves and the high cost and limited coverage available in the earthquake insurance market. Certain other risks are also self-insured either based on a similar cost-benefit analysis, or based on the unavailability of insurance. If one or more of the uninsured events occurs, we could suffer major financial loss.
We are exposed to foreign currency exchange rate fluctuations. Although we hedge certain currency risks, we may still be adversely affected by changes in foreign currency exchange rates or declining economic conditions in these countries.
We have some exposure to fluctuations in foreign currency exchange rates, primarily the Japanese Yen, the euro, the pound sterling and the Israeli new shekel. We have international subsidiaries that operate and sell our products globally. In addition, an increasing proportion of our manufacturing activities are conducted outside of the U.S., and many of the costs associated with such activities are denominated in foreign currencies. We routinely hedge our exposures to certain foreign currencies with certain financial institutions in an effort to minimize the impact of certain currency exchange rate fluctuations, but these hedges may be inadequate to protect us from currency exchange rate fluctuations. To the extent that these hedges are inadequate, or if there are significant currency exchange rate fluctuations in currencies for which we do not have hedges in place, our reported financial results or the way we conduct our business could be adversely affected. Furthermore, if a financial counterparty to our hedges experiences financial difficulties or is otherwise unable to honor the terms of the foreign currency hedge, we may experience material financial losses.
We are exposed to fluctuations in interest rates and the market values of our portfolio investments, and an impairment of our investments could harm our earnings. In addition, we and our stockholders are exposed to risks related to the volatility of the market for our common stock.
Our investment portfolio primarily consists of both corporate and government debt securities that are susceptible to
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changes in market interest rates and bond yields. As market interest rates and bond yields increase, those securities with a lower yield-at-cost show a mark-to-market unrealized loss. An impairment of the fair market value of our investments, even if unrealized, must be reflected in our financial statements for the applicable period and may, therefore, have a material adverse effect on our results of operations for that period.
In addition, the market price for our common stock is volatile and has fluctuated significantly during recent years. The trading price of our common stock could continue to be highly volatile and fluctuate widely in response to various factors, including without limitation conditions in the semiconductor industry and other industries in which we operate, fluctuations in the global economy or capital markets, our operating results or other performance metrics, or adverse consequences experienced by us as a result of any of the risks described elsewhere in this Item 1A. Volatility in the market price of our common stock could cause an investor in our common stock to experience a loss on the value of their investment in us and could also adversely impact our ability to raise capital through the sale of our common stock or to use our common stock as consideration to acquire other companies.
We are exposed to risks in connection with tax and regulatory compliance audits in various jurisdictions.
We are subject to tax and regulatory compliance audits (such as related to customs or product safety requirements) in various jurisdictions, and such jurisdictions may assess additional income or other taxes, penalties, fines or other prohibitions against us. Although we believe our tax estimates are reasonable and that our products and practices comply with applicable regulations, the final determination of any such audit and any related litigation could be materially different from our historical income tax provisions and accruals related to income taxes and other contingencies. The results of an audit or litigation could have a material adverse effect on our operating results or cash flows in the period or periods for which that determination is made.
A change in our effective tax rate can have a significant adverse impact on our business.
We earn profits in, and are therefore potentially subject to taxes in, the U.S. and numerous foreign jurisdictions, including Singapore and Israel, the countries in which we earn the majority of our non-U.S. profits. Due to economic, political or other conditions, tax rates in those jurisdictions may be subject to significant change. A number of factors may adversely impact our future effective tax rates, such as the jurisdictions in which our profits are determined to be earned and taxed; changes in the tax rates imposed by those jurisdictions; expiration of tax holidays in certain jurisdictions that are not renewed; the resolution of issues arising from tax audits with various tax authorities; changes in the valuation of our deferred tax assets and liabilities; adjustments to estimated taxes upon finalization of various tax returns; increases in expenses not deductible for tax purposes, including write-offs of acquired in-process research and development (“IPR&D”) and impairment of goodwill in connection with acquisitions; changes in available tax credits; changes in stock-based compensation expense; changes in tax laws or the interpretation of such tax laws; changes in generally accepted accounting principles; and the repatriation of earnings from outside the U.S. for which we have not previously provided for U.S. taxes. A change in our effective tax rate can materially and adversely impact our results from operations.
In addition, recent changes to U.S. tax laws will significantly impact how U.S. multinational corporations are taxed on foreign earnings. We have completed our accounting for the tax effects of the Tax Cuts and Jobs Act (the “Tax Act”), which was enacted into law on December 22, 2017. However, the recent U.S. tax law changes are subject to future guidance from U.S. federal and state governments, such as the Treasury Department and/or the Internal Revenue Service. Any future guidance can change our tax liability. A significant portion of the income taxes due to the enactment of the Tax Act is payable by us over a period of eight years. As a result, our cash flows from operating activities will be adversely impacted until the tax liability is paid in full. Numerous countries are evaluating their existing tax laws due in part, to recommendations made by the Organization for Economic Co-operation and Development’s Base Erosion and Profit Shifting project.
Compliance with federal securities laws, rules and regulations, as well as NASDAQ requirements, has become increasingly complex, and the significant attention and expense we must devote to those areas may have an adverse impact on our business.
Federal securities laws, rules and regulations, as well as NASDAQ rules and regulations, require companies to maintain extensive corporate governance measures, impose comprehensive reporting and disclosure requirements, set strict independence and financial expertise standards for audit and other committee members and impose civil and criminal penalties for companies and their chief executive officers, chief financial officers and directors for securities law violations. These laws, rules and regulations have increased, and in the future are expected to continue to increase, the scope, complexity and cost of our corporate governance, reporting and disclosure practices, which could harm our results of operations and divert management’s attention from business operations.
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A change in accounting standards or practices or a change in existing taxation rules or practices (or changes in interpretations of such standards, practices or rules) can have a significant effect on our reported results and may even affect reporting of transactions completed before the change is effective.
New accounting standards and taxation rules and varying interpretations of accounting pronouncements and taxation rules have occurred and will continue to occur in the future. Changes to (or revised interpretations or applications of) existing accounting standards or tax rules or the questioning of current or past practices may adversely affect our reported financial results or the way we conduct our business. Adoption of new standards may require changes to our processes, accounting systems, and internal controls. Difficulties encountered during adoption could result in internal control deficiencies or delay the reporting of our financial results.
Risks Associated with Our Industry
Ongoing changes in the technology industry, as well as the semiconductor industry in particular, could expose our business to significant risks.
The semiconductor equipment industry and other industries that we serve, including the semiconductor, FPD and PCB industries, are constantly developing and changing over time. Many of the risks associated with operating in these industries are comparable to the risks faced by all technology companies, such as the uncertainty of future growth rates in the industries that we serve, pricing trends in the end-markets for consumer electronics and other products (which place a growing emphasis on our customers’ cost of ownership), rising inflation in the supply chain and interest rates, changes in our customers’ capital spending patterns and, in general, an environment of constant change and development, including decreasing product and component dimensions;dimensions, use of new materials;materials, and increasingly complex device structures, applications and process steps. If we fail to appropriately adjust our cost structure and operations to adapt to any of these trends, or, with respect to technological advances, if we do not timely develop new technologies and products that successfully anticipate and address these changes, we could experience a material adverse effect on our business, financial condition and operating results.
In addition, we face a number of risks specific to ongoing changes in the semiconductor industry, as thea significant majority of our sales are madeour process control and yield management products sold to semiconductor manufacturers. Some of theThe trends that our management monitors in operating our business include the following:
theThe potential for reversal of the long-term historical trend of declining cost per transistor with each new generation of technological advancement within the semiconductor industry, and the adverse impact that such reversal may have upon our business;
theThe increasing cost of building and operating fabrication facilities and the impact of such increases on our customers’ capital equipment investment decisions;
differingDiffering market growth rates and capital requirements for different applications, such as memory logic and foundry;foundry/logic;
lowerLower level of process control adoption by our memory customers compared to our foundry and foundry/logic customers;
ourOur customers’ reuse of existing and installed products, which may decrease their need to purchase new products or solutions at more advanced technology nodes;
theThe emergence of disruptive technologies that change the prevailing semiconductor manufacturing processes (or the economics associated with semiconductor manufacturing) and, as a result, also impact the inspection and metrology requirements associated with such processes;
theThe higher design costs for the most advanced integrated circuits,ICs, which could economically constrain leading-edge manufacturing technology customers to focus their resources on only the large, technologically advanced products and applications;
theThe possible introduction of integrated products by our larger competitors that offer inspection and metrology functionality in addition to managing other semiconductor manufacturing processes;
changesChanges in semiconductor manufacturing processes that are extremely costly for our customers to implement and, accordingly, our customers could reduce their available budgets for process control equipment by reducing inspection and metrology sampling rates for certain technologies;
theThe bifurcation of the semiconductor manufacturing industry into (a) leading edge manufacturers driving continued research and developmentR&D into next-generation products and technologies and (b) other manufacturers that are content with existing (including previous generation) products and technologies;
theThe ever escalating cost of next-generation product development, which may result in joint development programs between us and our customers or government entities to help fund such programs that could restrict our control of,and ownership of and profitability from the products and technologies developed through those programs; and
the
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The entry by some semiconductor manufacturers into collaboration or sharing arrangements for capacity, cost or risk with other manufacturers, as well as increased outsourcing of their manufacturing activities, and greater focus only on specific markets or applications, whether in response to adverse market conditions or other market pressures.
Any of the changes described above may negatively affect our customers’ rate of investment in the capital equipment that we produce, which could result in downward pressure on our prices, customer orders, revenues and gross margins. If we do not successfully manage the risks resulting from any of these or other potential changes in our industries, our business, financial condition and operating results could be adversely impacted.

We are exposed to risks associated with a highly concentrated customer base.
Our customer base, particularly in the semiconductor industry, historically has been and is becoming increasingly, highly concentrated due to corporate consolidation, acquisitions and business closures. In this environment, orders from a relatively limited number of manufacturers have accounted for, and are expected to continue to account for, a substantial portion of our sales. This increasing concentration exposes our business, financial condition and operating results to a number of risks, including the following:
The mix and type of customers, and sales to any single customer, may vary significantly from quarter to quarter and from year to year, which exposes our business and operating results to increased volatility tied to individual customers.
New orders from our foundryfoundry/logic customers in the past several years have constituted a significant portion of our total orders. This concentration increases the impact that future business or technology changes within the foundryfoundry/logic industry may have on our business, financial condition and operating results.
In a highly concentrated business environment, if a particular customer does not place an order, or if they delay or cancel orders, we may not be able to replace the business. Furthermore, because our process control and yield management products are configured to each customer’s specifications, any changes, delays or cancellations of orders may result in significant, non-recoverable costs.
As a result of this consolidation, the customers that survive the consolidation represent a greater portion of our sales and, consequently, have greater commercial negotiating leverage. Many of our large customers have more aggressive policies regarding engaging alternative, second-source suppliers for the products we offer and, in addition, may seek and, on occasion, receive pricing, payment, intellectual property-related or other commercial terms that may have an adverse impact on our business.business and we may not be able to pass on the cost of inflation to our customers. Any of these changes could negatively impact our prices, customer orders, revenues and gross margins.
Certain customers have undergone significant ownership changes, created alliances with other companies, experienced management changes or have outsourced manufacturing activities, any of which may result in additional complexities in managing customer relationships and transactions. Any future change in ownership or management of our existing customers may result in similar challenges, including the possibility of the successor entity or new management deciding to select a competitor’s products.
The highly concentrated business environment also increases our exposure to risks related to the financial condition of each of our customers. For example, as a result of the challenging economic environment during fiscal year 2009, we were (and, in some cases, continue to be) exposed to additional risks related to the continued financial viability of certain of our customers. To the extent our customers experience liquidity issues in the future, we may be required to incur additional bad debt expensecredit losses with respect to receivables owed to us by those customers. In addition, customers with liquidity issues may be forced to reduce purchases of our equipment, delay deliveries of our products, discontinue operations or may be acquired by one of our customers, and, in either case, such event would have the effect of further consolidating our customer base.
Semiconductor manufacturers generally must commit significant resources to qualify, install and integrate process control and yield management equipment into a semiconductor production line. We believe that once a semiconductor manufacturer selects a particular supplier’s process control and yield management equipment, the manufacturer generally relies upon that equipment for that specific production line application for an extended period of time. Accordingly, we expect it to be more difficult to sell our products to a given customer for that specific production line application and other similar production line applications if that customer initially selects a competitor’s equipment. Similarly, we expect it to be challenging for a competitor to sell its products to a given customer for a specific production line application if that customer initially selects our equipment.
Prices differ among the products we offer for different applications due to differences in features offered or manufacturing costs. If there is a shift in demand by our customers from our higher-priced to lower-priced products, our gross margin and revenuerevenues would decrease. In addition, when products are initially introduced, they tend to have higher costs because of initial development costs and lower production volumes relative to the previous product generation, which can impact gross margin.
Any of these factors could have a material adverse effect on our business, financial condition and operating results.

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TheWe operate in industries that have historically been cyclical, including the semiconductor equipment industry has been cyclical.industry. The purchasing decisions of our customers are highly dependent on the economies of both the local markets in which they are located and the semiconductorcondition of the industry worldwide. If we fail to respond to industry cycles, our business, financial condition and operating results could be seriously harmed.adversely impacted.
The timing, length and severity of the up-and-down cycles in the semiconductor equipment industryindustries in which we serve are difficult to predict. The historically cyclical nature of the primarysemiconductor industry in which we primarily operate is largely a function of our customers’ capital spending patterns and need for expanded manufacturing capacity, which, in turn, are affected by factors such as capacity utilization, consumer demand for products, inventory levels and our customers’ access to capital. Cyclicality affects our ability to accurately predict future revenue and, in some cases, future expense levels. During down cycles in our industry, the financial results of our customers may be negatively impacted, which could result not only in a decrease in, or cancellation or delay of, orders (which are generally subject to cancellation or delay by the customer with limited or no penalty) but also a weakening of their financial condition that could impair their ability to pay for our products or our ability to recognize revenue from certain customers. Our ability to recognize revenue from a particular customer may also be negatively impacted by the customer’s funding status, which could be weakened not only by rising interest rates, adverse business conditions or inaccessibility to capital markets for any number of macroeconomic or company-specific reasons, but also by funding limitations imposed by the customer’s unique corporateorganizational structure. Any of these factors could negatively impact our business, operating results and financial condition.
When cyclical fluctuations result in lower than expected revenue levels, operating results may be adversely affected and cost reduction measures may be necessary in order for us to remain competitive and financially sound. During periods of declining revenues, we must be in a position to adjust our cost and expense structure to prevailing market conditions and to continue to motivate and retain our key employees. If we fail to respond, or if our attempts to respond fail to accomplish our intended results, then our business could be seriously harmed. Furthermore, any workforce reductions and cost reduction actions that we adopt in response to down cycles may result in additional restructuring charges, disruptions in our operations and loss of key personnel. In addition, during periods of rapid growth, we must be able to increase manufacturing capacity and personnel to meet customer demand. We can provide no assurance that these objectives can be met in a timely manner in response to industry cycles. Each of these factors could adversely impact our operating results and financial condition.
In addition, our management typically provides quarterly forecasts for certain financial metrics, which, when made, are based on business and operational forecastsThe growth that we have experienced over the past few years has resulted in higher levels of backlog, or remaining performance obligations (“RPO”). The supply chain disruptions caused by the ongoing pandemic as well as favorable market trends have led to customers agreeing to purchase equipment from us with lead times that are believedlonger than our historical experience. As the lead times for delivery of our equipment get longer, the risk increases that customers may choose to be reasonable at the time. However, largelychange their equipment orders due to the historical cyclicalityevolution of our business and the industriescustomer's technological, production or market needs. This could result in which we operate, andorder modifications, rescheduling or even cancellations that may not be communicated to us in a timely manner, causing RPO to remain elevated until agreed with the fact that business conditions in our industries can change very rapidly as part of these cycles, our actual results may vary (and have varied in the past) from forecasted results. These variations can occurcustomer. Customer communication delays for any number of reasons, including, but not limited to, unexpected changes in the volume or timing of customer orders product shipments or product acceptances; an inability to adjust our operations rapidly enough to adapt to changing business conditions; or a different than anticipated effective tax rate. The impact on our business of delays or cancellations of customer orders may be exacerbated by the short lead times that our customers expect between order placement and product shipment. This is because order delays and cancellations may lead not only to lower revenues, but also, due to the advance work we must do in anticipation of receiving a product order to meet the expected lead times, to significant inventory write-offs and manufacturing inefficiencies that decrease our gross margin. Any of these factorsalready placed could materially and adversely affect our financialability to respond quickly in weakening demand environments, which could harm our results for a particular quarter and could cause those results to differ materially from financial forecasts we have previously provided. We provide these forecasts with the intent of giving investors and analysts a better understanding of management’s expectations for the future, but those reviewing such forecasts must recognize that such forecasts are comprised of, and are themselves, forward-looking statements subject to the risks and uncertainties described in this Item 1A and elsewhere in this report and in our other public filings and public statements. If our operating or financial results for a particular period differ from our forecasts or the expectations of investment analysts, or if we revise our forecasts, the market price of our common stock could decline.operations.

Risks Related to Our Business Model and Capital Structure
If we do not develop and introduce new products and technologies in a timely manner in response to changing market conditions or customer requirements, our business could be seriously harmed.
Success in the industries in which we serve, including the semiconductor, equipment industryFPD and PCB industries depends, in part, on the continual improvement of existing technologies and rapid innovation of new solutions. The primary driver of technology advancement in the semiconductor industry has been to shrink the lithography that prints the circuit design on semiconductor chips. ThatTo the extent that driver appears to be slowing, which may causeslows, semiconductor manufacturers tomay delay investments in equipment, investigate more complex device architectures, use new materials and develop innovative fabrication processes. These and other evolving customer plans and needs require us to respond with continued development programs and cut back or discontinue older programs, which may no longer have industry-wide support. Technical innovations are inherently complex and require long development cycles and appropriate staffing of highly qualified employees. Our competitive advantage and future business success depend on our ability to accurately predict evolving industry standards, develop and introduce new products and solutions that successfully address changing customer needs, win market acceptance of these new products and solutions, and manufacture these new products in a timely and cost-effective manner. Our failure to accurately predict evolving industry standards and develop as well as offer competitive technology solutions in a timely manner with cost-effective products could result in loss of market share, unanticipated costs and inventory obsolescence, which would adversely impact our business, operating results and financial condition.
We must continue to make significant investments in research and developmentR&D in order to enhance the performance, features and functionality of our products, to keep pace with competitive products and to satisfy customer demands. Substantial research and developmentR&D costs
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typically are incurred before we confirm the technical feasibility and commercial viability of a new product, and not all development activities result in commercially viable products. There can be no assurance that revenues from future products or product enhancements will be sufficient to recover the development costs associated with such products or enhancements. In addition, we cannot be sure that these products or enhancements will receive market acceptance or that we will be able to sell these products at prices that are favorable to us. Our business will be seriously harmed if we are unable to sell our products at favorable prices or if the market in which we operate does not accept our products.
In addition, the complexity of our products exposes us to other risks. We regularly recognize revenue from a sale upon shipment of the applicable product to the customer (even before receiving the customer’s formal acceptance of that product) in certain situations, including sales of products for which installation is considered perfunctory, transactions in which the product is sold to an independent distributor and we have no installation obligations, and sales of products where we have previously delivered the same product to the same customer location and that prior delivery has been accepted. However, our products are very technologically complex and rely on the interconnection of numerous subcomponents (all of which must perform to their respective specifications), so it is conceivable that a product for which we recognize revenue upon shipment may ultimately fail to meet the overall product’s required specifications. In such a situation, the customer may be entitled to certain remedies, which could materially and adversely affect our operating results for various periods and, as a result, our stock price.
We derive a substantial percentage of our revenues from sales of inspection products. As a result, any delay or reduction of sales of these products could have a material adverse effect on our business, financial condition and operating results. The continued customer demand for these products and the development, introduction and market acceptance of new products and technologies are critical to our future success.
Our success is dependent in part on our technology and other proprietary rights. If we are unable to maintain our lead or protect our proprietary technology, we may lose valuable assets.
Our success is dependent, in part, on our technology and other proprietary rights. We own various United StatesU.S. and international patents and have additional pending patent applications relating to some of our products and technologies. The process of seeking patent protection is lengthy and expensive, and we cannot be certain that pending or future applications will actually result in issued patents or that issued patents will be of sufficient scope or strength to provide meaningful protection or commercial advantage to us. Other companies and individuals, including our larger competitors, may develop technologies and obtain patents relating to our business that are similar or superior to our technology or may design around the patents we own, which may adversely affectingaffect our business. In addition, we at times engage in collaborative technology development efforts with our customers and suppliers, and these collaborations may constitute a key component of certain of our ongoing technology and product research and developmentR&D projects. The termination of any such collaboration, or delays caused by disputes or other unanticipated challenges that may arise in connection with any such collaboration, could significantly impair our research and developmentR&D efforts, which could have a material adverse impact on our business and operations.

We also maintain trademarks on certain of our products and services and claim copyright protection for certain proprietary software and documentation. However, we can give no assurance that our trademarks and copyrights will be upheld or successfully deter infringement by third parties.
While patent, copyright and trademark protection for our intellectual property is important, we believe our future success in highly dynamic markets is most dependent upon the technical competence and creative skills of our personnel. We attempt to protect our trade secrets and other proprietary information through confidentiality and other agreements with our customers, suppliers, employees and consultants and through other security measures. We also maintain exclusive and non-exclusive licenses with third parties for strategic technology used in certain products. However, these employees, consultants and third parties may breach these agreements, and we may not have adequate remedies for wrongdoing. We also try to control access to and distribution of our technology and proprietary information. Despite our efforts, internal or external parties may attempt to copy, disclose, obtain or misappropriate our intellectual property or technology. In addition, former employees may seek employment with our customers, suppliers or competitors and there can be no assurance that the confidential nature of our proprietary information will be maintained in the course of such future employment. In addition, the laws of certain territories in which we develop, manufacture or sell our products may not protect our intellectual property rights to the same extent as do the laws of the United States.U.S.. In any event, the extent to which we can protect our trade secrets through the use of confidentiality agreements is limited, and our success will depend to a significant extent on our ability to innovate ahead of our competitors.
Our future performance depends, in part, upon our ability to continue to compete successfully worldwide.
Our industry includes large manufacturers with substantial resources to support customers worldwide. Some of our competitors are diversified companies with greater financial resources and more extensive research, engineering, manufacturing, marketing, and customer service and support capabilities than we possess. We face competition from companies whose strategy is to provide a broad array of products and services, some of which compete with the products and services that we
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offer. These competitors may bundle their products in a manner that may discourage customers from purchasing our products, including pricing such competitive tools significantly below our product offerings. In addition, we face competition from smaller emerging semiconductor equipment companies whose strategy is to provide a portion of the products and services that we offer, using innovative technology to sell products into specialized markets. The strength of our competitive positions in many of our existing markets is largely due to our leading technology, which is the result of continuing significant investments in product research and development.R&D. However, we may enter new markets, whether through acquisitions or new internal product development, in which competition is based primarily on product pricing, not technological superiority. Further, some new growth markets that emerge may not require leading technologies. Loss of competitive position in any of the markets we serve, or an inability to sell our products on favorable commercial terms in new markets we may enter, could negatively affect our prices, customer orders, revenues, gross margins and market share, any of which would negatively affect our operating results and financial condition.
Our business would be harmed if we do not receive parts sufficient in number and performance to meet our production requirements and product specifications in a timely and cost-effective manner.
We use a wide range of materials in the production of our products, including custom electronic and mechanical components, and we use numerous suppliers to supply these materials. We generallyGenerally, we do not have guaranteed supply arrangements with our suppliers. Because of the variability and uniqueness of customers’ orders, we do not maintain an extensive inventory of materials for manufacturing. Through our business interruption planning, we seek to minimize the risk of production and service interruptions and/or shortages of key parts by, among other things, monitoring the financial stability of key suppliers, identifying (but not necessarily qualifying) possible alternative suppliers and maintaining appropriate inventories of key parts. Although we make reasonable efforts to ensure that parts are available from multiple suppliers, certain key parts are available only from a single supplier or a limited group of suppliers. Also, key parts we obtain from some of our suppliers incorporate the suppliers’ proprietary intellectual property; in those cases, we are increasingly reliant on third parties for high-performance, high-technology components, which reduces the amount of control we have over the availability and protection of the technology and intellectual property that is used in our products. In addition, if certain of our key suppliers experience liquidity issues and are forced to discontinue operations, which is a heightened risk, especially during economic downturns, it could affect their ability to deliver parts and could result in delays for our products. Similarly, especially with respect to suppliers of high-technology components, our suppliers themselves have increasingly complex supply chains, and delays or disruptions at any stage of their supply chains may prevent us from obtaining parts in a timely manner and result in delays for our products.products, or our suppliers might pass on the cost of inflation to us while we are unable to adjust pricing with our own customers. Our operating results and business may be adversely impacted if we are unable to obtain parts to meet our production requirements and product specifications, or if we are only able to do so only on unfavorable terms. Furthermore, a supplier may discontinue production of a particular part for any number of reasons, including the supplier’s financial condition or business operational decisions, which would require us to purchase, in a single transaction, a large number of such discontinued parts in order to ensure that a continuous supply of such parts remains available to our customers. Such “end-of-life” parts purchases could result in significant expenditures by us in a particular period, and ultimately any unused parts may result in a significant inventory write-off, either of which could have an adverse impact on our financial condition and results of operations for the applicable periods.

Refer to the Executive Summary in Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” for additional information on supply constraints related to the COVID-19 pandemic.
If we fail to operate our business in accordance with our business plan, our operating results, business and stock price may be significantly and adversely impacted.
We attempt to operate our business in accordance with a business plan that is established annually, revised frequently (generally quarterly), and reviewed by management even more frequently (at least monthly). Our business plan is developed based on a number of factors, many of which require estimates and assumptions, such as our expectations of the economic environment, future business levels, our customers’ willingness and ability to place orders, lead-times, and future revenue and cash flow. Our budgeted operating expenses, for example, are based in part on our future revenue expectations. However, our ability to achieve our anticipated revenue levels is a function of numerous factors, including the volatile and historically cyclical nature of our primary industry, customer order cancellations, macroeconomic changes, operational matters regarding particular agreements, our ability to manage customer deliveries, the availability of resources for the installation of our products, delays or accelerations by customers in taking deliveries and the acceptance of our products (for products where customer acceptance is required before we can recognize revenue from such sales), our ability to operate our business and sales processes effectively, and a number of the other risk factors set forth in this Item 1A.
Because our expenses are in most cases relatively fixed in the short term, any revenue shortfall below expectations could have an immediate and significant adverse effect on our operating results. Similarly, if we fail to manage our expenses effectively or otherwise fail to maintain rigorous cost controls, we could experience greater than anticipated expenses during an operating period, which would also negatively affect our results of operations. If we fail to operate our business consistent with
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our business plan, our operating results in any period may be significantly and adversely impacted. Such an outcome could cause customers, suppliers or investors to view us as less stable, or could cause us to fail to meet financial analysts’ revenue or earnings estimates, any of which could have an adverse impact on our stock price.
In addition, our management is constantly striving to balance the requirements and demands of our customers with the availability of resources, the need to manage our operating model and other factors. In furtherance of those efforts, we often must exercise discretion and judgment as to the timing and prioritization of manufacturing, deliveries, installations and payment scheduling. Any such decisions may impact our ability to recognize revenue, including the fiscal period during which such revenue may be recognized, with respect to such products, which could have a material adverse effect on our business, results of operations or stock price.
OurWe have a leveraged capital structure is highly leveraged.structure.
As of June 30, 2017,2022, we had $2.95$6.73 billion aggregate principal amount of outstanding indebtedness, consisting of $2.50$6.45 billion aggregate principal amount of senior, unsecured long-term notes, of which $3.00 billion were issued in the fourth quarter of fiscal 2022. As of March 31, 2022, we had in place a Credit Agreement (the “Prior Credit Agreement”) providing for a $1.00 billion unsecured Revolving Credit Facility (the “Prior Revolving Credit Facility”) with a maturity date of November 30, 2023. In the fourth quarter of fiscal 2022, we replaced the Prior Credit Agreement and $446.3 million of term loans underPrior Revolving Credit Facility with a renegotiated Credit Agreement (the “Credit Agreement”). Additionally, we have commitments for an unfunded revolving credit facility and a renegotiated unsecured Revolving Credit Facility (the “Revolving Credit Facility”) having a maturity date of $500.0 million underJune 8, 2027 with two one-year extension options that allows us to borrow up to $1.50 billion. Subject to the terms of the Credit Agreement.Agreement, the Revolving Credit Facility may be increased by an amount up to $250.0 million in the aggregate. As of June 30, 2022, we had an aggregate principal amount of $275.0 million outstanding under our Revolving Credit Facility. We may incur additional indebtedness in the future by accessing the unfunded revolving credit facility under theportion of our Revolving Credit AgreementFacility and/or entering into new financing arrangements. We also announced a stock repurchase program, under which the remaining available for repurchases was $3.23 billion as of June 30, 2022. A large portion of the remaining repurchases may be financed with new indebtedness. Our ability to pay interest and repay the principal amount of our current indebtedness is dependent upon our ability to manage our business operations, our credit rating, the ongoing interest rate environment and the other risk factors discussed in this section.Item 1A. There can be no assurance that we will be able to manage any of these risks successfully.
In addition, the interest rates of the senior, unsecured long-term notes may be subject to adjustments from time to time if Moody’s Investors Service, Inc. (“Moody’s”), Standard & Poor’s Ratings Services (“S&P”) or, under certain circumstances, a substitute rating agency selected by us as a replacement for Moody’s or S&P, as the case may be (a “Substitute Rating Agency”), downgrades (or subsequently upgrades) its rating assigned to the respective series of notes such that the adjusted rating is below investment grade. Accordingly, changes by Moody’s, S&P, or a Substitute Rating Agency to the rating of any series of notes, our outlook or credit rating could require us to pay additional interest, which may negatively affect the value and liquidity of our debt and the market price of our common stock could decline. Factors that can affect our credit rating include changes in our operating performance, the economic environment, conditions in the semiconductor and semiconductor equipment industries, our financial position, including the incurrence of additional indebtedness, and our business strategy.

In certain circumstances involving a change of control followed by a downgrade of the rating of a series of notesour Senior Notes (as defined below) by at least two of Moody’s Investors Service (“Moody's”), S&P Global Ratings (“S&P”) and Fitch Inc. (“Fitch”), unless we have exercised our right to redeem the notesSenior Notes of such series, we will be required to make an offer to repurchase all or, at the holder’s option, any part, of each holder’s notesSenior Notes of that series pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, we will be required to offer payment in cash equal to 101% of the aggregate principal amount of notesSenior Notes repurchased plus accrued and unpaid interest, if any, on the notesSenior Notes repurchased, up to, but not including, the date of repurchase. We cannot make any assurance that we will have sufficient financial resources at such time ornor that we will be able to arrange financing to pay the repurchase price of that series of notes.Senior Notes. Our ability to repurchase that series of notesSenior Notes in such event may be limited by law, by the relevant indenture associated with that series of notes,Senior Notes, or by the terms of other agreements to which we may be a party at such time. If we fail to repurchase that series of notesSenior Notes as required by the terms of such notes,Senior Notes, it would constitute an event of default under the relevant indenture governing that series of notesSenior Notes which, in turn, may also constitute an event of default under our other of our obligations.
The term loansBorrowings under theour Revolving Credit AgreementFacility bear interest at a floating rate, which is based onand an increase in interest rates, particularly in the London Interbank Offered Rate plus a fixed spread, and, therefore, any increase incurrent environment of rising interest rates, would require us to pay additional interest on any borrowings, which may have an adverse effect on the value and liquidity of our debt and the market price of our common stock could decline. The interest rate under theour Revolving Credit Facility is also subject to (i) an adjustment in conjunction with our credit rating downgrades or upgrades.upgrades and (ii) an adjustment based on our performance against certain sustainability key performance indicators (“KPI”) related to GHG emissions and renewable electricity usage. Additionally, under theour Revolving Credit Agreement,Facility, we are required to comply with affirmative and negative covenants, which include the maintenance of certain financial ratios, the details of which can be found in Note 7,8 “Debt” to the consolidated financial statements.our Consolidated Financial Statements.
If we fail to comply with these covenants, we will be in default and our borrowings willmay become immediately due and payable. There can be no assurance that we will have sufficient financial resources ornor that we will be able to arrange financing to repay our borrowings at such time. In addition, certain of our domestic subsidiaries under the Credit Agreement are required to guarantee our borrowings under theour Revolving Credit Agreement.Facility. In the event that we default on our borrowings, these domestic subsidiaries shall be liable for our borrowings, which could disrupt our operations and result in a material adverse impact on our business, financial condition or stock price.
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Our leveraged capital structure may adversely affect our financial condition, results of operations and net income per share.
Our issuance and maintenance of higher levelssubstantial amount of indebtedness could have adverse consequences including, but not limited to:
aA negative impact on our ability to satisfy our future obligations;
anAn increase in the portion of our cash flows that may have to be dedicated to increased interest and principal payments that may not be available for operations, working capital, capital expenditures, acquisitions, investments, dividends, stock repurchases, general corporate or other purposes;
anAn impairment of our ability to obtain additional financing in the future; and
obligationsObligations to comply with restrictive and financial covenants as noted in the above risk factor and Note 7,8 “Debt” to the consolidated financial statements.our Consolidated Financial Statements.
Our ability to satisfy our future expenses as well as our new debt obligations will depend on our future performance, which will be affected by financial, business, economic, regulatory and other factors. Furthermore, our future operations may not generate sufficient cash flows to enable us to meet our future expenses and service our debt obligations, which may impact our ability to manage our capital structure to preserve and maintain our investment grade rating. If our future operations do not generate sufficient cash flows, we may need to access the unfunded revolving credit facility of $500.0 millionmoney available for borrowing under theour Revolving Credit AgreementFacility or enter into new financing arrangements to obtain necessary funds. If we determine it is necessary to seek additional funding for any reason, we may not be able to obtain such funding or, if funding is available, we may not be able to obtain it on acceptable terms. Any additional borrowingborrowings under theour Revolving Credit AgreementFacility will place further pressure on us to comply with the financial covenants. If we fail to make a payment associated with our debt obligations, we could be in default on such debt, and such a default could cause us to be in default on our other obligations.

There can be no assurance that we will continue to declare cash dividends at all or in any particular amounts.
Our Board of Directors first instituted a quarterly dividend during the fiscal year ended June 30, 2005. Since that time, we have announced a number of increases in the amount of our quarterly dividend level as well as payment of a special cash dividend that was declared and substantially paid in the second quarter of our fiscal year ended June 30, 2015. We intend to continue to pay quarterly dividends subject to capital availability and periodic determinations by our Board of Directors that cash dividends are in the best interest of our stockholders and are in compliance with all laws and agreements applicable to the declaration and payment of cash dividends by us. FutureHowever, future dividends may be affected by, among other factors: our views on potential future capital requirements for investments in acquisitions and the funding of our research and development;R&D; legal risks; stock repurchase programs; changes in federal and state income tax laws or corporate laws; changes to our business model; and our increased interest and principal payments required by our outstanding indebtedness and any additional indebtedness that we may incur in the future. Our dividend payments may change from time to time, and we cannot provide assurance that we will continue to declare dividends at all or in any particular amounts. A reduction in our dividend payments could have a negative effect on our stock price.
We are exposed to risks related to our commercial terms and conditions, including our indemnification of third parties, as well as the performance of our products.
Although our standard commercial documentation sets forth the terms and conditions that we intend to apply to commercial transactions with our business partners, counterparties to such transactions may not explicitly agree to our terms and conditions. In situations where we engage in business with a third party without an explicit master agreement regarding the applicable terms and conditions, or where the commercial documentation applicable to the transaction is subject to varying interpretations, we may have disputes with those third parties regarding the applicable terms and conditions of our business relationship with them. Such disputes could lead to a deterioration of our commercial relationship with those parties, costly and time-consuming litigation, or additional concessions or obligations being offered by us to resolve such disputes, or could impact our revenue or cost recognition. Any of these outcomes could materially and adversely affect our business, financial condition and results of operations.
In addition, in our commercial agreements, from time to time in the normal course of business, we indemnify third parties with whom we enter into contractual relationships, including customers, suppliers and lessors, with respect to certain matters. We have agreed, under certain conditions, to hold these third parties harmless against specified losses, such as those arising from a breach of representations or covenants, other third partythird-party claims that our products, when used for their intended purposes, infringe the intellectual property rights of such other third parties, or other claims made against certain parties. We may be compelled to enter into or accrue for probable settlements of alleged indemnification obligations, or we may be subject to potential liability arising from our customers’ involvements in legal disputes. In addition, notwithstanding the provisions related to limitations on our liability that we seek to include in our business agreements, the counterparties to such agreements may dispute our interpretation or application of such provisions, and a court of law may not interpret or apply such provisions in our favor, any of which could result in an obligation for us to pay material damages to third parties and engage in costly legal proceedings. It is difficult to determine the maximum potential amount of liability under any indemnification obligations, whether or not
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asserted, due to our limited history of prior indemnification claims and the unique facts and circumstances that are likely to be involved in any particular claim. Our business, financial condition and results of operations in a reported fiscal period could be materially and adversely affected if we expend significant amounts in defending or settling any purported claims, regardless of their merit or outcomes.
We are also exposed to potential costs associated with unexpected product performance issues. Our products and production processes are extremely complex and, thus, could contain unexpected product defects, especially when products are first introduced. Unexpected product performance issues could result in significant costs being incurred by us, including increased service or warranty costs, providing product replacements for (or modifications to) defective products, litigation related to defective products, reimbursement for damages caused by our products, product recalls, or product write-offs or disposal costs. These costs could be substantial and could have an adverse impact upon our business, financial condition and operating results. In addition, our reputation with our customers could be damaged as a result of such product defects, which could reduce demand for our products and negatively impact our business.

Furthermore, we occasionally enter into volume purchase agreements with our larger customers, and these agreements may provide for certain volume purchase incentives, such as credits toward future purchases. We believe that these arrangements are beneficial to our long-term business, as they are designed to encourage our customers to purchase higherlarger volumes of our products. However, these arrangements could require us to recognize a reduced level of revenue for the products that are initially purchased, to account for the potential future credits or other volume purchase incentives. Our volume purchase agreements require significant estimation for the amounts to be accrued depending upon the estimate of volume of future purchases. As such, we are required to update our estimates of the accruals on a periodic basis. Until the earnings process is complete, our estimates could differ in comparison to actuals.actual results. As a result, these volume purchase arrangements, while expected to be beneficial to our business over time, could materially and adversely affect our results of operations in near-term periods, including the revenue we can recognize on product sales and, therefore, our gross margins.
In addition, we may in limited circumstances enter into agreements that contain customer-specific commitments on pricing, tool reliability, spare parts stocking levels, response time and other commitments.commitments and we may be unable to adjust pricing with our customers despite rising inflation in our supply chain. Furthermore, we may give these customers limited audit or inspection rights to enable them to confirm that we are complying with these commitments. If a customer elects to exercise its audit or inspection rights, we may be required to expend significant resources to support the audit or inspection, as well as to defend or settle any dispute with a customer that could potentially arise out of such audit or inspection. To date, we have made no significant accruals in our consolidated financial statementsConsolidated Financial Statements for this contingency. While we have not in the past incurred significant expenses for resolving disputes regarding these types of commitments, we cannot make any assurance that we will not incur any such liabilities in the future. Our business, financial condition and results of operations in a reported fiscal period could be materially and adversely affected if we expend significant amounts in supporting an audit or inspection, or defending or settling any purported claims, regardless of their merit or outcomes.
There are risks associated with our receipt of government funding for research and development.
We are exposed to additional risks related to our receipt of external funding for certain strategic development programs from various governments and government agencies, both domestically and internationally. Governments and government agencies typically have the right to terminate funding programs at any time in their sole discretion, or a project may be terminated by mutual agreement if the parties determine that the project’s goals or milestones are not being achieved, so there is no assurance that these sources of external funding will continue to be available to us in the future. In addition, under the terms of these government grants, the applicable granting agency typically has the right to audit the costs that we incur, directly and indirectly, in connection with such programs. Any such audit could result in modifications to, or even termination of, the applicable government funding program. For example, if an audit were to identify any costs as being improperly allocated to the applicable program, those costs would not be reimbursed, and any such costs that had already been reimbursed would have to be refunded. We do not know the outcome of any future audits. Any adverse finding resulting from any such audit could lead to penalties (financial or otherwise), termination of funding programs, suspension of payments, fines and suspension or prohibition from receiving future government funding from the applicable government or government agency, any of which could adversely impact our operating results, financial condition and ability to operate our business.
We have recorded significant restructuring, inventory write-off and asset impairment charges in the past and may do so again in the future, which could have a material negative impact on our business.results of operations.
Historically, we have recorded material restructuring charges related to our prior global workforce reductions, large excess inventory write-offs, and material impairment charges related to our goodwill and purchased intangible assets. During the fourth quarter of fiscal year ended 2015, we implemented a plan to reduce our global employee workforce to streamline our organization and business processes in response to changing customer requirements in our industry. We substantially completed the global employee workforce reduction during the fiscal year ended June 30, 2016. Such workforceWorkforce changes can also temporarily reduce workforce productivity, which could be disruptive to our business and adversely affect our results of operations. In addition, we may not achieve or sustain the expected cost savings or other benefits
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of our restructuring plans, or do so within the expected time frame. If we again restructure our organization and business processes, implement additional cost reductioncost-reduction actions or discontinue certain business operations, we may take additional, potentially material, restructuring charges related to, among other things, employee terminations or exit costs. We may also be required to write-offwrite off additional inventory if our product build plans or usage of service inventory decline. Also, as our lead times from suppliers increase (due to the increasing complexity of the parts and components they provide) and the lead times demanded by our customers decrease (due to the time pressures they face when introducing new products or technology or bringing new facilities into production), we may be compelled to increase our commitments, and, therefore, our risk exposure, to inventory purchases to meet our customers’ demands in a timely manner, and that inventory may need to be written-offwritten off if demand for the underlying product declines for any reason. Such additional write-offs could constituteresult in material charges.

In the past, weWe have recorded a material chargecharges related to the impairment of our goodwill and purchased intangible assets. Goodwill represents the excess of costs over the net fair value of net assets acquired in a business combination. Goodwill is not amortized, but is instead tested for impairment at least annually in accordance with authoritative guidance for goodwill. Purchased intangible assets with estimable useful lives are amortized over their respective estimated useful lives based on economic benefit if known or using the straight-line method, and are reviewed for impairment in accordance with authoritative guidance for long-lived assets. The valuation of goodwill and intangible assets requires assumptions and estimates of many critical factors, including, revenue and market growth,but not limited to, declines in our operating cash flows, declines in our stock price or market multiples,capitalization, declines in our market share, and discount rates.declines in revenues or profits. A substantial decline in our stock price, or any other adverse change in market conditions, particularly if such change has the effect of changing one of the critical assumptions or estimates we previously used to calculate the value of our goodwill or intangible assets (and, as applicable, the amount of any previous impairment charge), could result in a change to the estimation of fair value that could result in an additional impairment charge.
Any such additional material charges, whether related to restructuring or goodwill or purchased intangible asset impairment, may have a material negative impact on our operating results and related financial statements.
We are exposed to risks related to our financial arrangements with respect to receivables factoring and banking arrangements.
We enter into factoring arrangements with financial institutions to sell certain of our trade receivables and promissory notes from customers without recourse. In addition, we maintain bank accounts with several domestic and foreign financial institutions, any of which may prove not to be financially viable. If we were to stop entering into these factoring arrangements, our operating results, financial condition and cash flows could be adversely impacted by delays or failures in collecting trade receivables. However, by entering into these arrangements, and by engaging these financial institutions for banking services, we are exposed to additional risks. If any of these financial institutions experiences financial difficulties or is otherwise unable to honor the terms of our factoring or deposit arrangements, we may experience material financial losses due to the failure of such arrangements or a lack of access to our funds, any of which could have an adverse impact upon our operating results, financial condition and cash flows.
We are subject to the risks of additional government actions in the event we were to breach the terms of any settlement arrangement into which we have entered.
In connection with the settlement of certain government actions and other legal proceedings related to our historical stock option practices, we have explicitly agreed as a condition to such settlements that we will comply with certain laws, such as the books and records provisions of the federal securities laws. If we were to violate any such law, we might not only be subject to the significant penalties applicable to such violation, but our past settlements may also be impacted by such violation, which could give rise to additional government actions or other legal proceedings. Any such additional actions or proceedings may require us to expend significant management time and incur significant accounting, legal and other expenses, and may divert attention and resources from the operation of our business. These expenditures and diversions, as well as an adverse resolution of any such action or proceeding, could have a material adverse effect on our business, financial condition and results of operations.
General Commercial, Operational, Financial and Regulatory Risks
We are exposed to risks associated with a weakening in the condition of the financial markets and the global economy.
The markets for semiconductors, and therefore our business, are ultimately driven by the global demand for electronic devices by consumers and businesses. Economic uncertainty frequently leads to reduced consumer and business spending, which caused our customers to decrease, cancel or delay their equipment and service orders from us in the economic slowdown during fiscal year 2009. In addition, the tightening of credit markets and concerns regarding the availability of credit that accompanied that slowdown made it more difficult for our customers to raise capital, whether debt or equity, to finance their purchases of capital equipment, including the products we sell. Reduced demand, combined with delays in our customers’ ability to obtain financing (or the unavailability of such financing), has at times in the past adversely affected our product and service sales and revenues and therefore has harmed our business and operating results, and our operating results and financial condition may again be adversely impacted if economic conditions decline from their current levels.

In addition, a decline in the condition of the global financial markets could adversely impact the market values or liquidity of our investments. Our investment portfolio includes corporate and government securities, money market funds and other types of debt and equity investments. Although we believe our portfolio continues to be comprised of sound investments due to the quality and (where applicable) credit ratings, a decline in the capital and financial markets would adversely impact the market value of our investments and their liquidity. If the market value of such investments were to decline, or if we were to have to sell some of our investments under illiquid market conditions, we may be required to recognize an impairment charge on such investments or a loss on such sales, either of which could have an adverse effect on our financial condition and operating results.
If we are unable to timely and appropriately adapt to changes resulting from difficult macroeconomic conditions, our business, financial condition or results of operations may be materially and adversely affected.
A majority of our annual revenues are derived from outside the United States, and we maintain significant operations outside the United States. We are exposed to numerous risks as a result of the international nature of our business and operations.
A majority of our annual revenues are derived from outside the United States, and we maintain significant operations outside the United States. We expect that these conditions will continue in the foreseeable future. Managing global operations and sites located throughout the world presents a number of challenges, including but not limited to:
managing cultural diversity and organizational alignment;
exposure to the unique characteristics of each region in the global semiconductor market, which can cause capital equipment investment patterns to vary significantly from period to period;
periodic local or international economic downturns;
potential adverse tax consequences, including withholding tax rules that may limit the repatriation of our earnings, and higher effective income tax rates in foreign countries where we do business;
government controls, either by the United States or other countries, that restrict our business overseas or the import or export of semiconductor products or increase the cost of our operations;
compliance with customs regulations in the countries in which we do business;
tariffs or other trade barriers (including those applied to our products or to parts and supplies that we purchase);
political instability, natural disasters, legal or regulatory changes, acts of war or terrorism in regions where we have operations or where we do business;

fluctuations in interest and currency exchange rates may adversely impact our ability to compete on price with local providers or the value of revenues we generate from our international business. Although we attempt to manage some of our near-term currency risks through the use of hedging instruments, there can be no assurance that such efforts will be adequate;
longer payment cycles and difficulties in collecting accounts receivable outside of the United States;
difficulties in managing foreign distributors (including monitoring and ensuring our distributors’ compliance with applicable laws); and
inadequate protection or enforcement of our intellectual property and other legal rights in foreign jurisdictions.
Any of the factors above could have a significant negative impact on our business and results of operations.

We might be involved in claims or disputes related to intellectual property or other confidential information that may be costly to resolve, prevent us from selling or using the challenged technology and seriously harm our operating results and financial condition.
As is typical in the semiconductor equipment industry, from time to time we have received communications from other parties asserting the existence of patent rights, copyrights, trademark rights or other intellectual property rights which they believe cover certain of our products, processes, technologies or information. In addition, we occasionally receive notification from customers who believe that we owe them indemnification or other obligations related to intellectual property claims made against such customers by third parties. With respect to intellectual property infringement disputes, our customary practice is to evaluate such infringement assertions and to consider whether to seek licenses where appropriate. However, we cannot ensure that licenses can be obtained or, if obtained, will be on acceptable terms or that costly litigation or other administrative proceedings will not occur. The inability to obtain necessary licenses or other rights on reasonable terms could seriously harm our results of operations and financial condition. Furthermore, we may potentially be subject to claims by customers, suppliers or other business partners, or by governmental law enforcement agencies, related to our receipt, distribution and/or use of third-party intellectual property or confidential information. Legal proceedings and claims, regardless of their merit, and associated internal investigations with respect to intellectual property or confidential information disputes are often expensive to prosecute, defend or conduct; may divert management’s attention and other company resources; and/or may result in restrictions on our ability to sell our products, settlements on significantly adverse terms or adverse judgments for damages, injunctive relief, penalties and fines, any of which could have a significant negative effect on our business, results of operations and financial condition. There can be no assurance regarding the outcome of future legal proceedings, claims or investigations. The instigation of legal proceedings or claims, our inability to favorably resolve or settle such proceedings or claims, or the determination of any adverse findings against us or any of our employees in connection with such proceedings or claims could materially and adversely affect our business, financial condition and results of operations, as well as our business reputation.
We are exposed to various risks related to the legal, regulatory and tax environments in which we perform our operations and conduct our business.
We are subject to various risks related to compliance with new, existing, different, inconsistent or even conflicting laws, rules and regulations enacted by legislative bodies and/or regulatory agencies in the countries in which we operate and with which we must comply, including environmental, safety, antitrust, anti-corruption/anti-bribery, unclaimed property and export control regulations. Our failure or inability to comply with existing or future laws, rules or regulations, or changes to existing laws, rules or regulations (including changes that result in inconsistent or conflicting laws, rules or regulations), in the countries in which we operate could result in violations of contractual or regulatory obligations that may adversely affect our operating results, financial condition and ability to conduct our business. From time to time, we may receive inquiries or audit notices from governmental or regulatory bodies, or we may participate in voluntary disclosure programs, related to legal, regulatory or tax compliance matters, and these inquiries, notices or programs may result in significant financial cost (including investigation expenses, defense costs, assessments and penalties), reputational harm and other consequences that could materially and adversely affect our operating results and financial condition.
Our properties and many aspects of our business operations are subject to various domestic and international environmental laws and regulations, including those that control and restrict the use, transportation, emission, discharge, storage and disposal of certain chemicals, gases and other substances. Any failure to comply with applicable environmental laws, regulations or requirements may subject us to a range of consequences, including fines, suspension of certain of our business activities, limitations on our ability to sell our products, obligations to remediate environmental contamination, and criminal and civil liabilities or other sanctions. In addition, changes in environmental regulations (including regulations relating to climate change and greenhouse gas emissions) could require us to invest in potentially costly pollution control equipment, alter our manufacturing processes or use substitute (potentially more expensive and/or rarer) materials. Further, we use hazardous and other regulated materials that subject us to risks of strict liability for damages caused by any release, regardless of fault. We also face increasing complexity in our manufacturing, product design and procurement operations as we adjust to new and prospective requirements relating to the materials composition of our products, including restrictions on lead and other substances and requirements to track the sources of certain metals and other materials. The cost of complying, or of failing to comply, with these and other regulatory restrictions or contractual obligations could adversely affect our operating results, financial condition and ability to conduct our business.

In addition, we may from time to time be involved in legal proceedings or claims regarding employment, immigration, contracts, product performance, product liability, antitrust, environmental regulations, securities, unfair competition and other matters (in addition to proceedings and claims related to intellectual property matters, which are separately discussed elsewhere in this Item 1A). These legal proceedings and claims, regardless of their merit, may be time-consuming and expensive to prosecute or defend, divert management’s attention and resources, and/or inhibit our ability to sell our products. There can be no assurance regarding the outcome of current or future legal proceedings or claims, which could adversely affect our operating results, financial condition and ability to operate our business.
We depend on key personnel to manage our business effectively, and if we are unable to attract, retain and motivate our key employees, our sales and product development could be harmed.
Our employees are vital to our success, and our key management, engineering and other employees are difficult to replace. We generally do not have employment contracts with our key employees. Further, we do not maintain key person life insurance on any of our employees. The expansion of high technology companies worldwide has increased demand and competition for qualified personnel. If we are unable to attract and retain key personnel, or if we are not able to attract, assimilate and retain additional highly qualified employees to meet our current and future needs, our business and operations could be harmed.
We outsource a number of services to third-party service providers, which decreases our control over the performance of these functions. Disruptions or delays at our third-party service providers could adversely impact our operations.
We outsource a number of services, including our transportation, information systems management and logistics management of spare parts and certain accounting and procurement functions, to domestic and overseas third-party service providers. While outsourcing arrangements may lower our cost of operations, they also reduce our direct control over the services rendered. It is uncertain what effect such diminished control will have on the quality or quantity of products delivered or services rendered, on our ability to quickly respond to changing market conditions, or on our ability to ensure compliance with all applicable domestic and foreign laws and regulations. In addition, many of these outsourced service providers, including certain hosted software applications that we use for confidential data storage, employ cloud computing technology for such storage. These providers’ cloud computing systems may be susceptible to “cyber incidents,” such as intentional cyber attacks aimed at theft of sensitive data or inadvertent cyber-security compromises, which are outside of our control. If we do not effectively develop and manage our outsourcing strategies, if required export and other governmental approvals are not timely obtained, if our third-party service providers do not perform as anticipated or do not adequately protect our data from cyber-related security breaches, or if there are delays or difficulties in enhancing business processes, we may experience operational difficulties (such as limitations on our ability to ship products), increased costs, manufacturing or service interruptions or delays, loss of intellectual property rights or other sensitive data, quality and compliance issues, and challenges in managing our product inventory or recording and reporting financial and management information, any of which could materially and adversely affect our business, financial condition and results of operations.
We are exposed to risks related to cybersecurity threats and cyber incidents.
In the conduct of our business, we collect, use, transmit and store data on information systems. This data includes confidential information, transactional information and intellectual property belonging to us, our customers and our business partners, as well as personally-identifiable information of individuals. We allocate significant resources to network security, data encryption and other measures to protect our information systems and data from unauthorized access or misuse. Despite our ongoing efforts to enhance our network security measures, our information systems are susceptible to computer viruses, cyber-related security breaches and similar disruptions from unauthorized intrusions, tampering, misuse, criminal acts, including phishing, or other events or developments that we may be unable to anticipate or fail to mitigate and are subject to the inherent vulnerabilities of network security measures. We have experienced cyber-related attacks in the past, and may experience cyber-related attacks in the future. Our security measures may also be breached due to employee errors, malfeasance, or otherwise. Third parties may also attempt to influence employees, users, suppliers or customers to disclose sensitive information in order to gain access to our, our customers’ or business partners’ data. Because the techniques used to obtain unauthorized access to the information systems change frequently, and may not be recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures.
Any of such occurrences could result in disruptions to our operations; misappropriation, corruption or theft of confidential information, including intellectual property and other critical data, of KLA-Tencor, our customers and other business partners; misappropriation of funds and company assets; reduced value of our investments in research, development and engineering; litigation with, or payment of damages to, third parties; reputational damage; costs to comply with regulatory inquiries or actions; data privacy issues; costs to rebuild our internal information systems; and increased cybersecurity protection and remediation costs.

We carry insurance that provides some protection against the potential losses arising from a cybersecurity incident but it will not likely cover all such losses, and the losses that it does not cover may be significant.
We rely upon certain critical information systems for our daily business operations. Our inability to use or access our information systems at critical points in time could unfavorably impact our business operations.
Our global operations are dependent upon certain information systems, including telecommunications, the internet, our corporate intranet, network communications, email and various computer hardware and software applications. System failures or malfunctioning, such as difficulties with our customer relationship management (“CRM”) system, could disrupt our operations and our ability to timely and accurately process and report key components of our financial results. Our enterprise resource planning (“ERP”) system is integral to our ability to accurately and efficiently maintain our books and records, record transactions, provide critical information to our management, and prepare our financial statements. Any disruptions or difficulties that may occur in connection with our ERP system or other systems (whether in connection with the regular operation, periodic enhancements, modifications or upgrades of such systems or the integration of our acquired businesses into such systems) could adversely affect our ability to complete important business processes, such as the evaluation of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002. Any of these events could have an adverse effect on our business, operating results and financial condition.
Acquisitions are an important element of our strategy but, because of the uncertainties involved, we may not find suitable acquisition candidates and we may not be able to successfully integrate and manage acquired businesses. We are also exposed to risks in connection with strategic alliances into which we may enter.
In addition to our efforts to develop new technologies from internal sources, part of our growth strategy is to pursue acquisitions and acquire new technologies from external sources. As part of this effort, we may make acquisitions of, or significant investments in, businesses with complementary products, services and/or technologies. There can be no assurance that we will find suitable acquisition candidates or that acquisitions we complete will be successful. In addition, we may use equity to finance future acquisitions, which would increase our number of shares outstanding and be dilutive to current stockholders.
If we are unable to successfully integrate and manage acquired businesses or if acquired businesses perform poorly, then our business and financial results may suffer. It is possible that the businesses we have acquired, as well as businesses that we may acquire in the future, may perform worse than expected or prove to be more difficult to integrate and manage than anticipated. In addition, we may lose key employees of the acquired companies. As a result, risks associated with acquisition transactions may give rise to a material adverse effect on our business and financial results for a number of reasons, including:
we may have to devote unanticipated financial and management resources to acquired businesses;
the combination of businesses may cause the loss of key personnel or an interruption of, or loss of momentum in, the activities of our company and/or the acquired business;
we may not be able to realize expected operating efficiencies or product integration benefits from our acquisitions;
we may experience challenges in entering into new market segments for which we have not previously manufactured and sold products;
we may face difficulties in coordinating geographically separated organizations, systems and facilities;
the customers, distributors, suppliers, employees and others with whom the companies we acquire have business dealings may have a potentially adverse reaction to the acquisition;
we may have to write-off goodwill or other intangible assets; and
we may incur unforeseen obligations or liabilities in connection with acquisitions.
At times, we may also enter into strategic alliances with customers, suppliers or other business partners with respect to development of technology and intellectual property. These alliances typically require significant investments of capital and exchange of proprietary, highly sensitive information. The success of these alliances depends on various factors over which we may have limited or no control and requires ongoing and effective cooperation with our strategic partners. Mergers and acquisitions and strategic alliances are inherently subject to significant risks, and the inability to effectively manage these risks could materially and adversely affect our business, financial condition and operating results.

Disruption of our manufacturing facilities or other operations, or in the operations of our customers, due to earthquake, flood, other natural catastrophic events, health epidemics or terrorism could result in cancellation of orders, delays in deliveries or other business activities, or loss of customers and could seriously harm our business.
We have significant manufacturing operations in the United States, Singapore, Israel, Germany and China. In addition, our business is international in nature, with our sales, service and administrative personnel and our customers located in numerous countries throughout the world. Operations at our manufacturing facilities and our assembly subcontractors, as well as our other operations and those of our customers, are subject to disruption for a variety of reasons, including work stoppages, acts of war, terrorism, health epidemics, fire, earthquake, volcanic eruptions, energy shortages, flooding or other natural disasters. Such disruption could cause delays in, among other things, shipments of products to our customers, our ability to perform services requested by our customers, or the installation and acceptance of our products at customer sites. We cannot ensure that alternate means of conducting our operations (whether through alternate production capacity or service providers or otherwise) would be available if a major disruption were to occur or that, if such alternate means were available, they could be obtained on favorable terms.
In addition, as part of our cost-cutting actions, we have consolidated several operating facilities. Our California operations are now primarily centralized in our Milpitas facility. The consolidation of our California operations into a single campus could further concentrate the risks related to any of the disruptive events described above, such as acts of war or terrorism, earthquakes, fires or other natural disasters, if any such event were to impact our Milpitas facility.
We are predominantly uninsured for losses and interruptions caused by terrorist acts and acts of war. If international political instability continues or increases, our business and results of operations could be harmed.
The threat of terrorism targeted at, or acts of war in, the regions of the world in which we do business increases the uncertainty in our markets. Any act of terrorism or war that affects the economy or the semiconductor industry could adversely affect our business. Increased international political instability in various parts of the world, disruption in air transportation and further enhanced security measures as a result of terrorist attacks may hinder our ability to do business and may increase our costs of operations. We maintain significant manufacturing and research and development operations in Israel, an area that has historically experienced a high degree of political instability, and we are therefore exposed to risks associated with future instability in that region. Such instability could directly impact our ability to operate our business (or our customers’ ability to operate their businesses) in the affected region, cause us to incur increased costs in transportation, make such transportation unreliable, increase our insurance costs, and cause international currency markets to fluctuate. Such instability could also have the same effects on our suppliers and their ability to timely deliver their products. If international political instability continues or increases in any region in which we do business, our business and results of operations could be harmed. We are predominantly uninsured for losses and interruptions caused by terrorist acts and acts of war.
We self-insure certain risks including earthquake risk. If one or more of the uninsured events occurs, we could suffer major financial loss.
We purchase insurance to help mitigate the economic impact of certain insurable risks; however, certain risks are uninsurable, are insurable only at significant cost or cannot be mitigated with insurance. Accordingly, we may experience a loss that is not covered by insurance, either because we do not carry applicable insurance or because the loss exceeds the applicable policy amount or is less than the deductible amount of the applicable policy. For example, we do not currently hold earthquake insurance. An earthquake could significantly disrupt our manufacturing operations, a significant portion of which are conducted in California, an area highly susceptible to earthquakes. It could also significantly delay our research and engineering efforts on new products, much of which is also conducted in California. We take steps to minimize the damage that would be caused by an earthquake, but there is no certainty that our efforts will prove successful in the event of an earthquake. We self-insure earthquake risks because we believe this is a prudent financial decision based on our cash reserves and the high cost and limited coverage available in the earthquake insurance market. Certain other risks are also self-insured either based on a similar cost-benefit analysis, or based on the unavailability of insurance. If one or more of the uninsured events occurs, we could suffer major financial loss.

We are exposed to foreign currency exchange rate fluctuations. Although we hedge certain currency risks, we may still be adversely affected by changes in foreign currency exchange rates or declining economic conditions in these countries.
We have some exposure to fluctuations in foreign currency exchange rates, primarily the Japanese Yen and the euro. We have international subsidiaries that operate and sell our products globally. In addition, an increasing proportion of our manufacturing activities are conducted outside of the United States, and many of the costs associated with such activities are denominated in foreign currencies. We routinely hedge our exposures to certain foreign currencies with certain financial institutions in an effort to minimize the impact of certain currency exchange rate fluctuations, but these hedges may be inadequate to protect us from currency exchange rate fluctuations. To the extent that these hedges are inadequate, or if there are significant currency exchange rate fluctuations in currencies for which we do not have hedges in place, our reported financial results or the way we conduct our business could be adversely affected. Furthermore, if a financial counterparty to our hedges experiences financial difficulties or is otherwise unable to honor the terms of the foreign currency hedge, we may experience material financial losses.
We are exposed to fluctuations in interest rates and the market values of our portfolio investments; impairment of our investments could harm our earnings. In addition, we and our stockholders are exposed to risks related to the volatility of the market for our common stock.
Our investment portfolio primarily consists of both corporate and government debt securities that are susceptible to changes in market interest rates and bond yields. As market interest rates and bond yields increase, those securities with a lower yield-at-cost show a mark-to-market unrealized loss. We believe we have the ability to realize the full value of all these investments upon maturity. However, an impairment of the fair market value of our investments, even if unrealized, must be reflected in our financial statements for the applicable period and may therefore have a material adverse effect on our results of operations for that period.
In addition, the market price for our common stock is volatile and has fluctuated significantly during recent years. The trading price of our common stock could continue to be highly volatile and fluctuate widely in response to various factors, including without limitation conditions in the semiconductor industry and other industries in which we operate, fluctuations in the global economy or capital markets, our operating results or other performance metrics, or adverse consequences experienced by us as a result of any of the risks described elsewhere in this Item 1A. Volatility in the market price of our common stock could cause an investor in our common stock to experience a loss on the value of their investment in us and could also adversely impact our ability to raise capital through the sale of our common stock or to use our common stock as consideration to acquire other companies.
We are exposed to risks in connection with tax and regulatory compliance audits in various jurisdictions.
We are subject to tax and regulatory compliance audits (such as related to customs or product safety requirements) in various jurisdictions, and such jurisdictions may assess additional income or other taxes, penalties, fines or other prohibitions against us. Although we believe our tax estimates are reasonable and that our products and practices comply with applicable regulations, the final determination of any such audit and any related litigation could be materially different from our historical income tax provisions and accruals related to income taxes and other contingencies. The results of an audit or litigation could have a material adverse effect on our operating results or cash flows in the period or periods for which that determination is made.
A change in our effective tax rate can have a significant adverse impact on our business.
We earn profits in, and are therefore potentially subject to taxes in, the U.S. and numerous foreign jurisdictions, including Singapore, Israel and the Cayman Islands, the countries in which we earn the majority of our non-U.S. profits. Due to economic, political or other conditions, tax rates in those jurisdictions may be subject to significant change. A number of factors may adversely impact our future effective tax rates, such as the jurisdictions in which our profits are determined to be earned and taxed; changes in the tax rates imposed by those jurisdictions; expiration of tax holidays in certain jurisdictions that are not renewed; the resolution of issues arising from tax audits with various tax authorities; changes in the valuation of our deferred tax assets and liabilities; adjustments to estimated taxes upon finalization of various tax returns; increases in expenses not deductible for tax purposes, including write-offs of acquired in-process research and development and impairment of goodwill in connection with acquisitions; changes in available tax credits; changes in stock-based compensation expense; changes in tax laws or the interpretation of such tax laws (for example, proposals for fundamental United States international tax reform); changes in generally accepted accounting principles; and the repatriation of earnings from outside the United States for which we have not previously provided for United States taxes. A change in our effective tax rate can materially and adversely impact our results from operations.

Compliance with federal securities laws, rules and regulations, as well as NASDAQ requirements, has become increasingly complex, and the significant attention and expense we must devote to those areas may have an adverse impact on our business.
Federal securities laws, rules and regulations, as well as NASDAQ rules and regulations, require companies to maintain extensive corporate governance measures, impose comprehensive reporting and disclosure requirements, set strict independence and financial expertise standards for audit and other committee members and impose civil and criminal penalties for companies and their chief executive officers, chief financial officers and directors for securities law violations. These laws, rules and regulations have increased, and in the future are expected to continue to increase, the scope, complexity and cost of our corporate governance, reporting and disclosure practices, which could harm our results of operations and divert management’s attention from business operations.
A change in accounting standards or practices or a change in existing taxation rules or practices (or changes in interpretations of such standards, practices or rules) can have a significant effect on our reported results and may even affect reporting of transactions completed before the change is effective.
New accounting standards and taxation rules and varying interpretations of accounting pronouncements and taxation rules have occurred and will continue to occur in the future. Changes to (or revised interpretations or applications of) existing accounting standards or tax rules or the questioning of current or past practices may adversely affect our reported financial results or the way we conduct our business. For example, in May 2014, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update regarding revenue from contracts with customers, and in February 2016, the FASB issued an accounting standard update which amends the existing accounting standards for leases. Adoption of new standards may require changes to our processes, accounting systems, and internal controls. Difficulties encountered during adoption could result in internal control deficiencies or delay the reporting of our financial results.
ITEM 1B.UNRESOLVED STAFF COMMENTS

ITEM 1B.UNRESOLVED STAFF COMMENTS
None.

ITEM 2.PROPERTIES
Information regarding our principal properties as of June 30, 2017 is set forth below:
ITEM 2.PROPERTIES
LocationTypePrincipal Use
Square
Footage
Ownership
Milpitas, CA
Office, plant and
warehouse
Principal Executive Offices, Research, Engineering, Marketing, Manufacturing, Service and Sales Administration727,302Owned
Westwood, MA(1)
Office and plantEngineering, Marketing, Manufacturing and Service116,908Leased
Leuven, Belgium(1)
Office, plant and
warehouse
Engineering, Marketing and Service and Sales Administration60,654Owned
Shenzhen, ChinaOffice and plantSales, Service and Manufacturing47,840Leased
Shanghai, ChinaOfficeResearch, Service and Sales Administration58,109Leased
Weilburg, GermanyOffice and plantEngineering, Marketing, Manufacturing, Service and Sales Administration138,119Leased
Chennai, IndiaOfficeEngineering46,351Leased
Chennai, IndiaOfficeEngineering33,366Owned
Migdal Ha’Emek, IsraelOffice and plantResearch, Engineering, Marketing, Manufacturing, Service and Sales Administration191,982Owned
Yokohama, Japan
Office and
warehouse
Sales and Service35,531Leased
Serangoon, Singapore(2)
Office and plantSales, Service and Manufacturing248,155Owned
Hsinchu, TaiwanOfficeSales and Service73,676Leased
__________________ 
(1)Portions of this property are sublet, are vacant and marketed to sublease, or are leased to third parties.
(2)We own the building at our location in Serangoon, Singapore, but the land on which this building resides is leased.
Our headquarters are located in Milpitas, California. As of June 30, 2017,2022, we owned or leased a total of approximately 2.14 million square feet of space worldwide, including the locations listed above and office space for smallerresearch, engineering, marketing, service, sales and service officesadministration worldwide primarily in several locations throughout the world.U.S., Israel, Singapore, Germany, China and Taiwan. Our operating leases expire at various times through November 7, 2028, January 4, 2037,
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subject to renewal, with some of the leases containing renewal option clauses at the fair market value, for additional periods up to five years. Additional information regarding these leases is incorporated herein by reference to Note 13, “Commitments and Contingencies”9 “Leases” to the consolidated financial statements.our Consolidated Financial Statements. We believe our properties are adequately maintained and suitable for their intended use and that our production facilities have capacity adequate for our current needs.
Information regarding our principal properties as of June 30, 2022 is set forth below:
(Square Feet)USOther CountriesTotal
Owned(1)
958,066 873,619 1,831,685 
Leased521,254 1,720,022 2,241,276 
Total1,479,320 2,593,641 4,072,961 
ITEM 3.LEGAL PROCEEDINGS
__________________ 
(1)Includes 426,726 square feet of property owned at our location in Serangoon, Singapore, where the land on which this building resides is leased.
ITEM 3.LEGAL PROCEEDINGS
The information set forth below under Note 14,15 “Litigation and Other Legal Matters” to the consolidated financial statementsour Consolidated Financial Statements is incorporated herein by reference.
ITEM 4.MINE SAFETY DISCLOSURES
ITEM 4.MINE SAFETY DISCLOSURES
Not applicable.

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PART II


ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is listed and traded on the NASDAQ Global Select Market of The Nasdaq Stock Market LLC under the symbol “KLAC.”
The prices per share reflected in the following table represent the high and low prices for our common stock on the NASDAQ Global Select Market for the periods indicated:
 Year ended June 30, 2017 Year ended June 30, 2016
 High     Low     Cash Dividends Declared per share High     Low     Cash Dividends Declared per share
First Fiscal Quarter$77.85
 $66.88
 $0.52
 $57.35
 $44.95
 $0.52
Second Fiscal Quarter$83.23
 $69.75
 $0.54
 $70.28
 $48.73
 $0.52
Third Fiscal Quarter$96.91
 $77.86
 $0.54
 $73.19
 $62.33
 $0.52
Fourth Fiscal Quarter$109.59
 $91.09
 $0.54
 $75.17
 $67.32
 $0.52
On June 1, 2017,August 4, 2022, we announced that our Board of Directors had authorized an increase in the level of ourdeclared a quarterly cash dividend from $0.54of $1.30 per share to $0.59 per share. Additional information regardingbe paid on September 1, 2022 to stockholders of record as of the declarationclose of our quarterly cash dividend after June 30, 2017 can be found in Note 19, “Subsequent Events” to the Consolidated Financial Statements.business on August 15, 2022.
As of July 14, 2017,18, 2022, there were 394404 holders of record of our common stock.
Equity Repurchase Plans
The following is a summary of stock repurchases for each month during the fourth quarter of the fiscal year ended June 30, 2017(1):2022.
Period
Total Number of
Shares
Purchased(1)
Average Price Paid
per Share
Approximate Dollar Value that May Yet Be Purchased Under the Plans or Programs(1)(2)
April 1, 2022 to April 30, 2022415,736 $336.74 $558,787,517 
May 1, 2022 to May 31, 2022539,257 $334.90 $378,192,247 
June 1, 2022 to June 30, 2022:
Open market purchases430,964 $337.84 
Accelerated share repurchase (3)
6,548,992 
 (3)
Total7,934,949 $3,232,594,651 
__________________ 
(1)Our Board of Directors has authorized a program that permits us to repurchase our common stock, including a $6.00 billion increase approved by the Board in June 2022. As of June 30, 2022, approximately $3.23 billion remained available for repurchases under our repurchase program. All shares in the table were purchased pursuant to our publicly announced repurchase program.
PeriodTotal Number of
Shares
Purchased (2)
 Average Price Paid
per Share
 Maximum Number of
Shares that May
Yet Be Purchased Under the Plans or Programs (3)
April 1, 2017 to April 30, 2017
 $
 5,916,120
May 1, 2017 to May 31, 2017148,769
 $102.03
 5,767,351
June 1, 2017 to June 30, 201794,391
 $104.06
 5,672,960
Total243,160
 $102.82
  
(2)Our stock repurchase program has no expiration date and may be suspended at any time. Future repurchases of our common stock under our repurchase program may be effected through various different repurchase transaction structures including isolated open market transactions, accelerated share repurchase agreements (“ASR Agreements”) or systematic repurchase plans, subject to market conditions, applicable legal requirements and other factors.
  __________________ 
(1)Our Board of Directors has authorized a program for us to repurchase shares of our common stock. The total number and dollar amount of shares repurchased for the fiscal years ended June 30, 2017, 2016 and 2015 were 0.2 million shares ($25.0 million), 3.4 million shares ($175.7 million) and 9.3 million shares ($608.9 million), respectively.
(2)All shares were purchased pursuant to the publicly announced repurchase program described in footnote 1 above. Shares are reported based on the trade date of the applicable repurchase.
(3)The stock repurchase program has no expiration date. Future repurchases of our common stock under our repurchase program may be effected through various different repurchase transaction structures, including isolated open market transactions or systematic repurchase plans.



(3)On June 23, 2022, the Company executed ASR Agreements with two financial institutions to repurchase shares of our common stock in exchange for an upfront payment of $3.00 billion. The Company received initial deliveries totaling approximately 6.5 million shares on June 24, 2022, which represented 70% of the prepayment amount at the then prevailing market price of the Company’s shares of stock. The delivery of any remaining shares would occur at the final settlement of the transactions under the ASR Agreements, which is scheduled for the second quarter of fiscal 2023, subject to earlier termination under certain limited circumstances, as set forth in the ASR Agreements. The total number of shares received under the ASR Agreements will be based on the volume-weighted average prices of the Company's stock during the term of the ASR Agreements, less an agreed-upon discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreements.
Stock Performance Graph and Cumulative Total Return
Notwithstanding any statement to the contrary in any of our previous or future filings with the Securities and Exchange Commission,SEC, the following information relating to the price performance of our common stock shall not be deemed “filed” with the Commission or “soliciting material” under the Securities Exchange Act of 1934 and shall not be incorporated by reference into any such filings.
The following graph compares the cumulative 5-year total return attained by stockholders on our common stock relative to the cumulative total returns of the S&P 500 Index (as required by SEC regulations) and the Philadelphia Semiconductor Index (PHLX)(“PHLX”). The graph tracks the performance of a $100 investment in our common stock and in each of the indices (with the reinvestment of all dividends) from June 30, 20122017 to June 30, 2017.2022.
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 June 2012 June 2013 June 2014 June 2015 June 2016 June 2017
KLA-Tencor Corporation$100.00 $116.72 $156.61 $155.36 $209.39 $268.60
S&P 500$100.00 $120.60 $150.27 $161.43 $167.87 $197.92
PHLX Semiconductor$100.00 $116.96 $156.62 $161.36 $173.61 $241.00
klac-20220630_g1.jpg
__________________ 
 * Assumes $100 invested on June 30, 2012 in stock or index, including reinvestment of dividends.
June 2017June 2018June 2019June 2020June 2021June 2022
KLA Corporation$100.00$114.81$136.14$228.66$386.46$384.82
S&P 500$100.00$114.37$126.29$135.77$191.15$170.86
PHLX Semiconductor$100.00$129.11$146.29$203.84$346.16$267.91
Our fiscal year ends June 30. The comparisons in the graph above are based upon historical data and are not necessarily indicative of, nor intended to forecast, future stock price performance.

ITEM 6.SELECTED FINANCIAL DATA
The following tables include selected consolidated summary financial data for each of our last five fiscal years. This data should be read in conjunction with Item 8, “Financial Statements and Supplementary Data,” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K.
ITEM 6.[RESERVED]
ITEM 7.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Year ended June 30,
(In thousands, except per share amounts)2017 2016 2015 2014 2013
Consolidated Statements of Operations:         
Total revenues$3,480,014
 $2,984,493
 $2,814,049
 $2,929,408
 $2,842,781
Net income(1)
$926,076
 $704,422
 $366,158
 $582,755
 $543,149
Cash dividends declared per share (including a special cash dividend of $16.50 per share declared during the three months ended December 31, 2014)$2.14
 $2.08
 $18.50
 $1.80
 $1.60
Net income per share:         
Basic$5.92
 $4.52
 $2.26
 $3.51
 $3.27
Diluted$5.88
 $4.49
 $2.24
 $3.47
 $3.21
          
 As of June 30,
 2017 2016 2015 2014 2013
Consolidated Balance Sheets:         
Cash, cash equivalents and marketable securities$3,016,740
 $2,491,294
 $2,387,111
 $3,152,637
 $2,918,881
Working capital(2)
$3,098,904
 $2,865,609
 $2,902,813
 $3,690,484
 $3,489,236
Total assets$5,532,173
 $4,962,432
 $4,826,012
 $5,535,846
 $5,283,804
Long-term debt(3)
$2,680,474
 $3,057,936
 $3,173,435
 $745,101
 $743,823
Total stockholders’ equity(3)
$1,326,417
 $689,114
 $421,439
 $3,669,346
 $3,482,152
__________
(1)Our net income decreased to $366.2 million in the fiscal year ended June 30, 2015, primarily as a result of the impact of the pre-tax net loss of $131.7 million for the loss on extinguishment of debt and certain one-time expenses of $2.5 million associated with the leveraged recapitalization that was completed during the three months ended December 31, 2014.
(2)We adopted the accounting standards update regarding classification of deferred taxes on a prospective basis at the beginning of the fourth quarter of fiscal year ended 2016. Upon adoption, approximately $218.0 million in net current deferred tax assets were reclassified to noncurrent. No prior periods were retrospectively adjusted.
(3)Our long-term debt increased to $3.17 billion at the end of fiscal year ended June 30, 2015, because, as part of the leveraged recapitalization plan, we issued $2.50 billion aggregate principal amount of senior, unsecured long-term notes (collectively referred to as “Senior Notes”), entered into $750.0 million of five-year senior unsecured prepayable term loans and a $500.0 million unfunded revolving credit facility and redeemed our $750.0 million aggregate principal amount of 6.900% Senior Notes due in 2018 (the “2018 Notes”). Refer to Note 7, “Debt” for additional details. Our total stockholders’ equity decreased to $421.4 million at the end of fiscal year ended June 30, 2015, because, as part of our leveraged recapitalization plan, we declared a special cash dividend of approximately $2.76 billion. Refer to Note 8, “Equity and Long-term Incentive Compensation Plans” to the consolidated financial statements for additional details.



ITEM 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and the related notes included in Item 8 “Financial Statements and Supplementary Data,”Data” in this Annual Report on Form 10-K. This discussion contains forward-looking statements, which involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors,
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including but not limited to those discussed in Item 1A “Risk Factors” and elsewhere in this Annual Report on Form 10-K. (See10-K (see “Special Note Regarding Forward-Looking Statements.”Statements”)
CRITICAL ACCOUNTING ESTIMATES AND POLICIES
The preparation. Discussions and analysis of our consolidated financial statementsfiscal year 2021 as compared against fiscal year 2020 have been omitted and can be found in conformity with accounting principles generally accepted in the United StatesItem 7 of America requires management to make estimates and assumptions in applying our accounting policies that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base these estimates and assumptions on historical experience, and evaluate them on an on-going basis to ensure that they remain reasonable under current conditions. Actual results could differ from those estimates. We discuss the development and selection of the critical accounting estimates with the Audit Committee of our Board of Directors on a quarterly basis, and the Audit Committee has reviewed our related disclosure in this Annual Report on Form 10-K. The accounting policies that reflect our more significant estimates, judgments and assumptions and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include the following:
Revenue Recognition. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectibility is reasonably assured. We derive revenue from three sources—sales of systems, spare parts and services. In general, we recognize revenue for systems when the system has been installed, is operating according to predetermined specifications and is accepted by the customer. When we have demonstrated a history of successful installation and acceptance, we recognize revenue upon delivery and customer acceptance. Under certain circumstances, however, we recognize revenue prior to acceptance from the customer, as follows:
When the customer fab has previously accepted the same tool, with the same specifications, and when we can objectively demonstrate that the tool meets all of the required acceptance criteria.
When system sales to independent distributors have no installation requirement, contain no acceptance agreement, and 100% of the payment is due based upon shipment.
When the installation of the system is deemed perfunctory.
When the customer withholds acceptance due to issues unrelated to product performance, in which case revenue is recognized when the system is performing as intended and meets predetermined specifications.
In circumstances in which we recognize revenue prior to installation, the portion of revenue associated with installation is deferred based on estimated fair value, and that revenue is recognized upon completion of the installation.
In many instances, products are sold in stand-alone arrangements. Services are sold separately through renewals of annual maintenance contracts. We have multiple element revenue arrangements in cases where certain elements of a sales arrangement are not delivered and accepted in one reporting period. To determine the relative fair value of each element in a revenue arrangement, we allocate arrangement consideration based on the selling price hierarchy. For substantially all of the arrangements with multiple deliverables pertaining to products and services, we use vendor-specific objective evidence (“VSOE”) or third-party evidence (“TPE”) to allocate the selling price to each deliverable. We determine TPE based on historical prices charged for products and services when sold on a stand-alone basis. When we are unable to establish relative selling price using VSOE or TPE, we use estimated selling price (“ESP”) in our allocation of arrangement consideration. The objective of ESP is to determine the price at which we would transact a sale if the product or service were sold on a stand-alone basis. ESP could potentially be used for new or customized products. We regularly review relative selling prices and maintain internal controls over the establishment and updates of these estimates.
In a multiple element revenue arrangement, we defer revenue recognition associated with the relative fair value of each undelivered element until that element is delivered to the customer. To be considered a separate element, the product or service in question must represent a separate unit of accounting, which means that such product or service must fulfill the following criteria: (a) the delivered item(s) has value to the customer on a stand-alone basis; and (b) if the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in our control. If the arrangement does not meet all the above criteria, the entire amount of the sales contract is deferred until all elements are accepted by the customer.

Trade-in rights are occasionally granted to customers to trade in tools in connection with subsequent purchases. We estimate the value of the trade-in right and reduce the revenue recognized on the initial sale. This amount is recognized at the earlier of the exercise of the trade-in right or the expiration of the trade-in right.
We enter into volume purchase agreements with some of our customers. We accrue the estimated credits earned by our customers for such incentives, and in situations when the credit levels vary depending upon sales volume, we update our accrual based on the amount that we estimate to be purchased pursuant to the volume purchase agreements. Accruals for customer credits are recorded as an offset to revenue or deferred revenue.
Spare parts revenue is recognized when the product has been shipped, risk of loss has passed to the customer and collection of the resulting receivable is probable.
Service and maintenance contract revenue is recognized ratably over the term of the maintenance contract. Revenue from services performed in the absence of a maintenance contract, including consulting and training revenue, is recognized when the related services are performed and collectibility is reasonably assured.
We sell stand-alone software that is subject to software revenue recognition guidance. We periodically review selling prices to determine whether VSOE exists, and in situations where we are unable to establish VSOE for undelivered elements such as post-contract service, revenue is recognized ratably over the term of the service contract.
We also defer the fair value of non-standard warranty bundled with equipment sales as unearned revenue. Non-standard warranty includes services incremental to the standard 40-hour per week coverage for 12 months. Non-standard warranty is recognized ratably as revenue when the applicable warranty term period commences.
The deferred system profit balance equals the value of products that have been shipped and billed to customers which have not met our revenue recognition criteria, less applicable product and warranty costs. Deferred system profit does not include the profit associated with product shipments to certain customers in Japan, to whom title does not transfer until customer acceptance. Shipments to such customers in Japan are classified as inventory at cost until the time of acceptance.
We enter into sales arrangements that may consist of multiple deliverables of our products and services where certain elements of the sales arrangement are not delivered and accepted in one reporting period. Judgment is required to properly identify the accounting units of the multiple deliverable transactions and to determine the manner in which revenue should be allocated among the accounting units. Additionally, judgment is required to interpret various commercial terms and determine when all criteria of revenue recognition have been met in order for revenue recognition to occur in the appropriate accounting period. While changes in the allocation of the estimated selling price between the accounting units will not affect the amount of total revenue recognized for a particular arrangement, any material changes in these allocations could impact the timing of revenue recognition, which could have a material effect on our financial position and results of operations.
Inventories. Inventories are stated at the lower of cost (on a first-in, first-out basis) or market. Demonstration units are stated at their manufacturing cost and written down to their net realizable value. Our manufacturing overhead standards for product costs are calculated assuming full absorption of forecasted spending over projected volumes, adjusted for excess capacity. Abnormal inventory costs such as costs of idle facilities, excess freight and handling costs, and spoilage are recognized as current period charges. We write down product inventory based on forecasted demand and technological obsolescence and service spare parts inventory based on forecasted usage. These factors are impacted by market and economic conditions, technology changes, new product introductions and changes in strategic direction and require estimates that may include uncertain elements. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values.
Warranty. We provide standard warranty coverage on our systems for 40 hours per week for 12 months, providing labor and parts necessary to repair and maintain the systems during the warranty period. We account10-K for the estimated warranty cost as a charge to costs of revenues when revenue is recognized. The estimated warranty cost is based on historical product performance and field expenses. Utilizing actual service records, we calculate the average service hours and parts expense per system and apply the actual labor and overhead rates to determine the estimated warranty charge. We update these estimated charges on a regular basis. The actual product performance and/or field expense profiles may differ, and in those cases we adjust our warranty accruals accordingly. See Note 13, “Commitments and Contingencies” to the Consolidated Financial Statements for additional details.

Allowance for Doubtful Accounts. A majority of our accounts receivables are derived from sales to large multinational semiconductor manufacturers throughout the world. In order to monitor potential credit losses, we perform ongoing credit evaluations of our customers’ financial condition. An allowance for doubtful accounts is maintained for probable credit losses based upon our assessment of the expected collectibility of the accounts receivable. The allowance for doubtful accounts is reviewed on a quarterly basis to assess the adequacy of the allowance. We take into consideration (1) any circumstances of which we are aware of a customer’s inability to meet its financial obligations; and (2) our judgments as to prevailing economic conditions in the industry and their impact on our customers. If circumstances change, such that the financial conditions of our customers are adversely affected and they are unable to meet their financial obligations to us, we may need to record additional allowances, which would result in a reduction of our net income.
Accounting for Stock-Based Compensation Plans. We account for stock-based awards granted to employees for services based on the fair value of those awards. The fair value of stock-based awards is measured at the grant date and is recognized as expense over the employee’s requisite service period. The fair value for restricted stock units granted without “dividend equivalent” rights is determined using the closing price of our common stock on the grant date, adjusted to exclude the present value of dividends which are not accrued on the restricted stock units. The fair value for restricted stock units granted with “dividend equivalent” rights is determined using the closing price of our common stock on the grant date. The award holder is not entitled to receive payments under dividend equivalent rights unless the associated restricted stock unit award vests (i.e., the award holder is entitled to receive credits, payable in cash or shares of our common stock, equal to the cash dividends that would have been received on the shares of our common stock underlying the restricted stock units had the shares been issued and outstanding on the dividend record date, but such dividend equivalents are only paid subject to the recipient satisfying the vesting requirements of the underlying award). Additionally, we estimate forfeitures based on historical experience and revise those estimates in subsequent periods if actual forfeitures differ from the estimated amounts. The fair value is determined using a Black-Scholes valuation model for purchase rights under our Employee Stock Purchase Plan. The Black-Scholes option-pricing model requires the input of assumptions, including the option’s expected term and the expected price volatility of the underlying stock. The expected stock price volatility assumption is based on the market-based historical implied volatility from traded options of our common stock.
Accounting for Cash-Based Long-Term Incentive Compensation. Cash-based long-term incentive (“Cash LTI”) awards issued to employees under our Cash LTI program vest in three or four equal installments, with one-third or one-fourth of the aggregate amount of the Cash LTI award vesting on each yearly anniversary of the grant date over a three or four-year period. In order to receive payments under a Cash LTI award, participants must remain employed by us as of the applicable award vesting date. Compensation expense related to the Cash LTI awards is recognized over the vesting term, which is adjusted for the impact of estimated forfeitures.
Contingencies and Litigation. We are subject to the possibility of losses from various contingencies. Considerable judgment is necessary to estimate the probability and amount of any loss from such contingencies. An accrual is made when it is probable that a liability has been incurred or an asset has been impaired and the amount of loss can be reasonably estimated. We accrue a liability and recognize as expense the estimated costs expected to be incurred over the next twelve months to defend or settle asserted and unasserted claims existing as of the balance sheet date. See Note 13, “Commitments and Contingencies” and Note 14, “Litigation and Other Legal Matters” to the Consolidated Financial Statements for additional details.
Goodwill and Intangible Assets. We assess goodwill for impairment annually as well as whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Long-lived purchased intangible assets are tested for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. See Note 6, “Goodwill and Purchased Intangible Assets” to the Consolidated Financial Statements for additional details. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. We performed our annual qualitative assessment of the goodwill by reporting unit in our second quarter of fiscal year ended June 30, 2017 and concluded that there was no impairment. There have been no significant events or circumstances affecting the valuation of goodwill subsequent to our annual impairment test. The next annual evaluation of the goodwill by reporting unit will be performed in the second quarter of the fiscal year ending June 30, 2018.
If we were to encounter challenging economic conditions, such as a decline in our operating results, an unfavorable industry or macroeconomic environment, a substantial decline in our stock price, or any other adverse change in market conditions, we may be required to perform the two-step quantitative goodwill impairment analysis. In addition, if such conditions have the effect of changing one of the critical assumptions or estimates we use to calculate the value of our goodwill or intangible assets, we may be required to record goodwill and/or intangible asset impairment charges in future periods. It is not possible at this time to determine if any such future impairment charge would occur or, if it does, whether such charge would be material to our results of operations.

Income Taxes. We account for income taxes in accordance2021, filed with the authoritative guidance, which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. The guidance also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that a portion of the deferred tax asset will not be realized. We have determined that a valuation allowance is necessary against a portion of the deferred tax assets, but we anticipate that our future taxable income will be sufficient to recover the remainder of our deferred tax assets. However, should there be a change in our ability to recover our deferred tax assets that are not subject to a valuation allowance, we could be required to record an additional valuation allowance against such deferred tax assets. This would result in an increase to our tax provision in the period in which we determine that the recovery is not probable.SEC.
On a quarterly basis, we provide for income taxes based upon an estimated annual effective income tax rate. The effective tax rate is highly dependent upon the geographic composition of worldwide earnings, tax regulations governing each region, availability of tax credits and the effectiveness of our tax planning strategies. We carefully monitor the changes in many factors and adjust our effective income tax rate on a timely basis. If actual results differ from these estimates, this could have a material effect on our financial condition and results of operations.
In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. In accordance with the authoritative guidance on accounting for uncertainty in income taxes, we recognize liabilities for uncertain tax positions based on the two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained in audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. We reevaluate these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit and new audit activity. Any change in these factors could result in the recognition of a tax benefit or an additional charge to the tax provision.
Valuation of Marketable Securities. Our investments in available-for-sale securities are reported at fair value. Unrealized gains related to increases in the fair value of investments and unrealized losses related to decreases in the fair value are included in accumulated other comprehensive income (loss), net of tax, as reported on our Consolidated Statements of Stockholders’ Equity. However, changes in the fair value of investments impact our net income only when such investments are sold or an impairment charge is recognized. Realized gains and losses on the sale of securities are determined by specific identification of the security’s cost basis. We periodically review our investment portfolio to determine if any investment is other-than-temporarily impaired due to changes in credit risk or other potential valuation concerns, which would require us to record an impairment charge in the period during which any such determination is made. In making this judgment, we evaluate, among other things, the duration of the investment, the extent to which the fair value of an investment is less than its cost, the credit rating and any changes in credit rating for the investment, default and loss rates of the underlying collateral, structure and credit enhancements to determine if a credit loss may exist. Our assessment that an investment is not other-than-temporarily impaired could change in the future due to new developments or changes in our strategies or assumptions related to any particular investment.
Recent Accounting Pronouncements
For a description of recent accounting pronouncements, including those recently adopted and the expected dates of adoption as well as estimated effects, if any, on our consolidated financial statements of those not yet adopted, see Note 1, “Description of Business and Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements.


EXECUTIVE SUMMARY
KLA-Tencor Corporation isWe are a leading supplier of process control and yield management solutions and services for the semiconductor and related nanoelectronicselectronics industries. Our broad portfolio of inspection and metrology products, and related service, software and other offerings, primarily supports integrated circuit (“IC” or “chip”) manufacturers throughout the entire semiconductor fabrication process, from researchsupport R&D and development to final volume production. We provide leading-edge equipment, softwaremanufacturing of ICs, wafers and support that enable IC manufacturers to identify, resolve and manage significant advanced technology manufacturing process challenges and obtain higher finished product yields at lower overall cost. In addition to serving the semiconductor industry, we also provide a range of technology solutions to a number of other high technology industries, including advanced packaging, light emitting diode (LED”), power devices, compound semiconductor, and data storage industries, as well as general materials research.
Our products and services are used by the vast majority of bare wafer, IC, lithography reticle (“reticle” or “mask”) and disk manufacturers around the world.reticles. Our products, services and expertise are used by our customers to measure, detect, analyze and resolve critical and nanometric level product defects, that arise in that environment in orderhelping them to control nanometric levelmanage manufacturing processes. Our revenues are driven largely by our customers’ spending on capital equipmentprocess challenges and related maintenance services necessary to support key transitions in their underlyingobtain higher finish product technologies, oryields at lower cost. We also offer advanced technology solutions to increase their production volumes in response to market demand or expansion plans. address various manufacturing needs of PCBs, FPDs, Specialty Semiconductor Devices and other electronic components, including advanced packaging, LED, power devices, compound semiconductor, and data storage industries, as well as general materials research.
Our semiconductor customers generally operate in one or moreboth of the three major semiconductor markets -device manufacturing markets: memory foundry and foundry/logic. All threeThe pervasive and increasing needs for semiconductors in many consumer and industrial products, the rapid proliferation of these markets are characterized by rapid technological changes and sudden shifts in end-user demand, which influence the level and pattern of our customers’ spending on our products and services. Although capital spending in all three semiconductor markets has historically been cyclical, the demandnew applications for more advanced semiconductor devices, and lower cost chips used in a growing number of consumer electronics, communications, data processing, and industrial and automotive products has resulted over the long term in a favorableincreasing complexity associated with leading edge semiconductor manufacturing drives demand environment for our process control and yield management solutions. Other demand trends include the growth of end-market drivers such as AI, the deployment of 5G telecommunications technology and associated high-end mobile devices, the electrification and digitalization of the automotive industry, the revival of personal computer (“PC”) demand and associated innovations to support remote work, virtual collaboration, remote learning and entertainment, and the growth of the IoT. The favorable end market dynamics are driving our customers to make increased investments in our process control and yield management solutions as part of their overall capital investment plans. These trends also drive demand for our other products such as those used in the PCB, FPD and Specialty Semiconductor manufacturing, where the increase in technology complexity is expected to continue and further accelerate as more devices become interconnected and dependent on other electronic devices. As a result of these factors, we saw a general strengthening of demand for our products throughout fiscal 2021 and fiscal 2022. While demand for our products remains strong, the recent macro-economic uncertainty and resulting impact on consumer demand is a development we are monitoring closely. Some of our customers, particularly in the foundryPC and logicmobile device end markets, whichare experiencing market softening in the past few months, and we have higher levelsseen memory pricing in those markets weaken as well. While our concerns are elevated, we continue to see strong demand from our customers. Any push out or cancellation of deliveries by our customers could cause earnings volatility, due to increases in risk of inventory related charges as well as the timing of revenue recognition.
We are organized into four reportable segments:
Semiconductor Process Control: A comprehensive portfolio of inspection, metrology and data analytics products as well as related service offerings that help IC manufacturers achieve target yields throughout the semiconductor fabrication process, control adoption than the memory market.from R&D to final volume production.
As we are a supplier to the global semiconductorSpecialty Semiconductor Process: Advanced vacuum deposition and semiconductor-related industries, our customer base continues to become more highly concentrated over time, thereby increasing the potential impact of a sudden change in capital spendingetching process tools used by a major customer onbroad range of specialty semiconductor customers.
PCB, Display and Component Inspection: a range of inspection, testing and measurement, and direct imaging for patterning products used by manufacturers of PCBs, FPDs, advanced packaging, MEMS, and other electronic components.
Other: products that do not fall into the three segments above.
A majority of our revenues are derived from outside the U.S., and profitability. As our customer base becomes increasingly more concentrated, large orders from a relatively limited numberinclude geographic regions such as China, Taiwan, Korea, Japan, Europe and Israel, and Rest of customers account for a substantial portion of our sales, which potentially exposes us to more volatility for revenues and earnings. In the global semiconductor and semiconductor-related industries,Asia. China is emerging as a major region for manufacturing of logic and memory chips, adding to its role as the world’s largest consumer of ICs. Additionally, a significant portion of global FPD and PCB manufacturing has migrated to China. Government initiatives are propelling China to expand its domestic manufacturing capacity and attracting investment from semiconductor manufacturers from Taiwan, Korea, Japan and the US.U.S. Although China is currently seen as an important long-term growth region for the semiconductor and electronics capital equipment sector. We are also subjectsector, Commerce has added certain China-based entities to the cyclical capital spending thatU.S. Entity List, restricting our ability to provide products and services to such entities without a license. In addition, Commerce has historically characterized the semiconductor and semiconductor-related industries. The timing, length, intensity and volatility of the capacity-oriented capital spending cycles ofimposed new export licensing requirements on China-based customers engaged in military end uses, as well as requiring our customers are unpredictable.
Theto obtain an export license when they use certain semiconductor industry has also been characterizedcapital equipment based on U.S. technology to manufacture products connected to Huawei or its affiliates. While these new rules have not significantly impacted our operations to date, such actions by constant technological innovation. Currently, there are multiple drivers for growth in the industry with increased demand for chips providing computation power and connectivity for AI applications and support for mobile devices at the leading edge of foundry chip manufacturing. Qualification of early EUV lithography processes and equipment is driving growth at leading logic/foundry and DRAM manufacturers. Expansion of the IoT together with increasing acceptance of ADAS in anticipation of the introduction of autonomous cars have begunU.S. government or another country could impact our ability to accelerate legacy-node technology conversions and capacity expansions. Intertwined in these areas, spurred by data storage and connectivity needs, is the growth in demand for memory chips. On the other hand, higher design costs for the most advanced ICs could economically constrain leading-edge manufacturing technology customers to focus their resources on only the large technologically advanced products and applications. We believe that, over the long term, our customers will continue to invest in advanced technologies and new materials to enable smaller design rules and higher density applications that fuel demand for process control equipment, although the growth for such equipment may be adversely impacted by higher design costs for advanced ICs, reuse of installed products, and delays in production ramps by our customers in response to higher costs and technical challenges at more advanced technology nodes.

The demand forprovide our products and services to existing and potential customers and adversely affect our revenue levels are driven by our customers’ needs to solve the process challenges that they face as they adopt new technologies required to fabricate advanced ICs that are incorporated into sophisticated mobile devices. The timing for our customers in ordering and taking deliverybusiness.
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Table of process control and yield management equipment is also determined by our customers’ requirements to meet the next generation production ramp schedules, and the timing for capacity expansion to meet end customer demand. Our earnings will depend not only on our revenue levels, but also on the amount of research and development spending required to meet our customers’ technology roadmaps. We have maintained production volumes and capacity to meet anticipated customer requirements and remain at risk of incurring significant inventory-related and other restructuring charges if business conditions deteriorate. Over the past year, our customers have taken delivery of higher volumes of process control equipment than they did in the previous year. However, any delay or push out by our customers in taking delivery of process control and yield management equipment may cause earnings volatility, due to increases in the risk of inventory related charges as well as timing of revenue recognition.Contents
On October 20, 2015, we entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement” or “Merger”) with Lam Research Corporation (“Lam Research”) which was subject to regulatory approvals. On October 5, 2016, we mutually agreed to terminate the Merger Agreement and no termination fees were payable by either party in connection with the termination.
The following table sets forth some of our key consolidated financial information for each of our last three fiscal years: 
 Year Ended June 30,
(Dollar amounts in thousands, except diluted net income per share)202220212020
Total revenues$9,211,883 $6,918,734 $5,806,424 
Costs of revenues$3,592,441 $2,772,165 $2,449,561 
Gross margin61 %60 %58 %
Net income attributable to KLA(1)
$3,321,807 $2,078,292 $1,216,785 
Diluted net income per share attributable to KLA$21.92 $13.37 $7.70 
 Year ended June 30,
(Dollar amounts in thousands, except diluted net income per share)2017 2016 2015
Total revenues$3,480,014
 $2,984,493
 $2,814,049
Costs of revenues$1,287,547
 $1,163,391
 $1,215,229
Gross margin percentage63% 61% 57%
Net income$926,076
 $704,422
 $366,158
Diluted net income per share$5.88
 $4.49
 $2.24
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Total revenues during(1)Our net income attributable to KLA for the fiscal year ended June 30, 2017 increased2020 includes a pre-tax goodwill impairment charge of $256.6 million and a pre-tax charge of $22.5 million as a result of the extinguishment of debt. For additional details, refer to Note 7 “Goodwill and Purchased Intangible Assets” and Note 8 “Debt” to our Consolidated Financial Statements.
Impact of COVID-19
Events surrounding the ongoing COVID-19 pandemic had resulted in a reduction in economic activity across the globe in calendar year 2020 and early 2021. Vaccinations and pandemic containment measures have now created an environment that is driving economic growth, even as the pace of economic recovery remains uneven in various geographies. On one hand, the semiconductor and capital equipment industry has experienced multiple growth drivers, including acceleration of the pace of virtual engagement and digitization driven by 17% comparedCOVID-19 related travel restrictions and quarantines. On the other hand, the resumption of growth has caused us to experience new constraints in our supply chain. Supply chain lead times are extended and shortages have sometimes required us to plan further ahead and increase our purchase commitments to secure critical components on a timely basis. We continue to monitor our supply chain and work with our suppliers to identify and mitigate potential gaps to ensure continuity of supply.
While all of our global manufacturing sites are currently operational, any local pandemic outbreaks or advent of new variants have required and could in the future require us to temporarily curtail production levels or temporarily cease operations based on government mandates or due to outbreaks affecting our manufacturing employees. We remain committed to the fiscal year ended June 30, 2016. Our year over year revenue growth reflected increases from saleshealth and safety of both our inspectionemployees, contractors, suppliers, customers and metrology products as our customerscommunities, and are following government policies and recommendations designed to slow the spread of COVID-19.
We are working with government authorities in the jurisdictions where we operate, and continue to investmonitor our operations in an effort to ensure we follow government requirements, relevant regulations, industry standards, and best practices to help safeguard our team members, while safely continuing operations to the extent possible at our sites across the globe.
We may take further actions or alter our business operations that we determine are in the best interests of our employees, customers, partners, suppliers, and stakeholders, or as required by federal, state, or local authorities.
CRITICAL ACCOUNTING ESTIMATES
The preparation of our Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions in applying our accounting policies that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base these estimates and assumptions on historical experience and evaluate them on an ongoing basis to ensure that they remain reasonable under current conditions. Actual results could differ from those estimates. We discuss the development and selection of the critical accounting estimates with the Audit Committee of our Board of Directors on a quarterly basis, and the Audit Committee has reviewed our related disclosure in this Annual Report on Form 10-K. The accounting policies that reflect our more significant estimates, judgments and assumptions and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include the following:
Revenue Recognition. We primarily derive revenue from the sale of process control and process-enabling solutions for the semiconductor and related electronics industries, maintenance and support of all these products, installation and training services, and the sale of spare parts. Our portfolio includes yield enhancement and production solutions for manufacturing wafers and reticles, ICs, packaging, PCBs and FPDs, as well as comprehensive support and services across our installed base. Our solutions are generally not sold with a right of return, nor have we experienced significant returns from or refunds to our customers.
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We account for a contract with a customer when there is approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Our revenues are measured based on consideration stipulated in the arrangement with each customer, net of any sales incentives and amounts collected on behalf of third parties, such as sales taxes. The revenues are recognized as separate performance obligations that are satisfied by transferring control of the product or service to the customer. Our arrangements with our customers include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. A product or service is considered distinct if it is separately identifiable from other deliverables in the arrangement and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The transaction consideration, including any sales incentives, is allocated between separate performance obligations of an arrangement based on the stand-alone selling price (“SSP”) for each distinct product or service. Management considers a variety of factors to determine the SSP, such as historical stand-alone sales of products and services, discounting strategies and other observable data. From time to time, our contracts are modified to account for additional, or to change existing, performance obligations. Our contract modifications are generally accounted for prospectively.
Product Revenue
We recognize revenue from product sales at a point in time when we have satisfied our performance obligation by transferring control of the product to the customer. We use judgment to evaluate whether control has transferred by considering several indicators, including whether:
We have a present right to payment;
The customer has legal title;
The customer has physical possession;
The customer has significant risk and rewards of ownership; and
The customer has accepted the product, or whether customer acceptance is considered a formality based on history of acceptance of similar products (for example, when the customer has previously accepted the same tool, with the same specifications, and when we can objectively demonstrate that the tool meets all of the required acceptance criteria, and when the installation of the system is deemed perfunctory).
Not all of the indicators need to be met for us to conclude that control has transferred to the customer. In circumstances in which revenue is recognized prior to the product acceptance, the fair value of revenue associated with our performance obligations to install the product is deferred and recognized as revenue at a point in time, once installation is complete.
We enter into volume purchase agreements with some of our customers. We adjust the transaction consideration for estimated credits earned by our customers for such incentives. These credits are estimated based upon the forecasted and actual product sales for any given period and agreed-upon incentive rate. The estimate is updated at each reporting period.
We offer perpetual and term licenses for software products. The primary difference between perpetual and term licenses is the duration over which the customer can benefit from the use of the software, while the functionality and the features of the software are the same. Software is generally bundled with post-contract customer support (“PCS”), which includes unspecified software updates that are made available throughout the entire term of the arrangement. Revenue from software licenses is recognized at a point in time, when the software is made available to the customer. Revenue from PCS is deferred at contract inception and recognized ratably over the service period, or as services are performed.
Services Revenue
The majority of product sales include a standard six to 12-month warranty that is not separately paid for by the customers. The customers may also purchase extended warranties for periods beyond the initial year as part of the initial product sale. We have concluded that the standard 12-month warranty as well as any extended warranty periods included in the initial product sales are separate performance obligations for most of our products. The estimated fair value of warranty services is deferred and recognized ratably as revenue over the warranty period, as the customer simultaneously receives and consumes the benefits of warranty services provided by us.
Additionally, we offer product maintenance and support services, which the customer may purchase separately from the standard and extended warranty offered as part of the initial product sale. Revenue from separately negotiated maintenance and support service contracts is also recognized over time based on the terms of the applicable service period. Revenue from services performed in the absence of a maintenance contract, including training revenue, is recognized when the related services are performed. We also sell spare parts, revenue from which is recognized when control over the spare parts is transferred to the customer.
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Significant Judgments
Our contracts with our customers often include promises to transfer multiple products and services. Increased revenuesEach product and service is generally capable of being distinct within the context of the contract and represents a separate performance obligation. Determining the SSP for each distinct performance obligation and allocation of consideration from an arrangement to the individual performance obligations and the appropriate timing of revenue recognition are significant judgments with respect to these arrangements. We typically estimate the SSP of products and services based on observable transactions when the products and services are sold on a stand-alone basis and those prices fall within a reasonable range. We typically have more than one SSP for individual products and services due to the stratification of these products by customers and circumstances. In these instances, we use information such as the size of the customer, geographic region, as well as customization of the products in determining the SSP. In instances where the SSP is not directly observable, we determine the SSP using information that includes market conditions, entity-specific factors, including discounting strategies, information about the customer or class of customer that is reasonably available and other observable inputs. While changes in the allocation of SSP between performance obligations will not affect the amount of total revenue recognized for a particular contract, any material changes could impact the timing of revenue recognition, which could have a material effect on our financial position and results of operations.
Although the products are generally not sold with a right of return, we may provide other credits or sales incentives, which are accounted for either as variable consideration or material right, depending on the specific terms and conditions of the arrangement. These credits and incentives are estimated at contract inception and updated at the end of each reporting period if and when additional information becomes available.
As outlined above, we use judgments to evaluate whether or not the customer has obtained control of the product and consider several indicators in evaluating whether or not control has transferred to the customer. Not all of the indicators need to be met for us to conclude that control has transferred to the customer.
Contract Assets/Liabilities
The timing of revenue recognition, billings and cash collections may result in accounts receivable, contract assets, and contract liabilities (deferred revenue) on our Consolidated Balance Sheets. A receivable is recorded in the period we deliver products or provide services when we have an unconditional right to payment. Contract assets primarily relate to the value of products and services transferred to the customer for which the right to payment is not just dependent on the passage of time. Contract assets are transferred to accounts receivable when rights to payment become unconditional.
A contract liability is recognized when we receive payment or have an unconditional right to payment in advance of the satisfaction of performance. The contract liabilities represent (1) deferred product revenue related to the value of products that have been shipped and billed to customers and for which control has not been transferred to the customers, and (2) deferred service revenue, which is recorded when we receive consideration, or such consideration is unconditionally due, from a customer prior to transferring services to the customer under the terms of a contract. Deferred service revenue typically results from warranty services, and maintenance and other service contracts.
Contract assets and liabilities related to rights and obligations in a contract are recorded net in the Consolidated Balance Sheets.
Business Combinations. Accounting for business combinations requires management to make significant estimates and assumptions to determine the fair values of assets acquired and liabilities assumed at the acquisition date. Although we believe the assumptions and estimates we have made in the past have been reasonable and appropriate, they are based, in part, on historical experience and information obtained from management of the acquired companies, and are inherently uncertain. Critical estimates in valuing certain acquired intangible assets include, but are not limited to, future expected cash flows including revenue growth rate assumptions from product sales, customer contracts and acquired technologies, expected costs to develop IPR&D into commercially viable products, estimated cash flows from the projects when completed, including assumptions associated with the technology migration curve, estimated royalty rates used in valuing technology related intangible assets, and discount rates. The discount rates used to discount expected future cash flows to present value are typically derived from a weighted-average cost of capital (“WACC”) analysis and adjusted to reflect inherent risks. Unanticipated events and circumstances may occur that could affect either the accuracy or validity of such assumptions, estimates or actual results.
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We allocate the fair value of the purchase price of our acquisitions to the tangible assets acquired, liabilities assumed, and intangible assets acquired, including IPR&D, based on their estimated fair values at acquisition date. The excess of the fair value of the purchase price over the fair values of these net tangible and intangible assets acquired is recorded as goodwill. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but our estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the measurement period, which will not exceed one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the conclusion of the measurement period or final determination of the fair value of the purchase price of our acquisitions, whichever comes first, any subsequent adjustments are recorded to our Consolidated Statements of Operations.
The fair value of IPR&D is initially capitalized as an intangible asset with an indefinite life and assessed for impairment thereafter whenever events or changes in circumstances indicate that the carrying value of the IPR&D assets may not be recoverable. Impairment of IPR&D is recorded to R&D expenses. When an IPR&D project is completed, the IPR&D is reclassified as an amortizable purchased intangible asset and amortized to costs of revenues over the asset’s estimated useful life.
Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred.
Inventories. Inventories are stated at the lower of cost (on a first-in, first-out basis) or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Demonstration units are stated at their manufacturing cost and written down to their net realizable value. We review and set standard costs semi-annually at current manufacturing costs in order to approximate actual costs. Our manufacturing overhead standards for product costs are calculated assuming full absorption of forecasted spending over projected volumes, adjusted for excess capacity. Abnormal inventory costs such as costs of idle facilities, excess freight and handling costs, and spoilage are recognized as current period charges. We write down product inventory based on forecasted demand and technological obsolescence and service spare parts inventory based on forecasted usage. These factors are impacted by market and economic conditions, technology changes, new product introductions and changes in strategic direction and require estimates that may include uncertain elements. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values.
Allowance for Credit Losses. A majority of our accounts receivable are derived from sales to large multinational semiconductor and electronics manufacturers throughout the world. We maintain an allowance for credit losses for expected uncollectible accounts receivable and assess collectability by reviewing accounts receivable on a collective basis where similar risk characteristics exist and on an individual basis when we identify specific customers with known disputes or collectability issues. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. The allowance for credit losses is reviewed on a quarterly basis to assess the adequacy of the allowance. However, volatility in market conditions and evolving credit trends are difficult to predict and may cause variability that may have a material impact on our allowance for credit losses in future periods.
Accounting for Stock-Based Compensation Plans. Compensation expense for RSUs with performance metrics is calculated based upon expected achievement of the metrics specified in the grant, or when a grant contains a market condition, the grant date fair value using a Monte Carlo simulation. The Monte Carlo simulation fair value model requires the use of highly subjective and complex assumptions, including the award’s expected life, the price volatility of the underlying stock, as well as the potential outcomes of the market condition on the grant date of each award.
Contingencies and Litigation. We are subject to the possibility of losses from various contingencies. Considerable judgment is necessary to estimate the probability and amount of any loss from such contingencies. An accrual is made when it is probable that a liability has been incurred or an asset has been impaired and the amount of loss can be reasonably estimated. We accrue a liability and recognize as expense the estimated costs incurred to defend or settle asserted and unasserted claims existing as of the balance sheet date. See Note 16 “Commitments and Contingencies” and Note 15 “Litigation and Other Legal Matters” to our Consolidated Financial Statements for additional details.
Goodwill and Purchased Intangible Assets - Impairment Assessments. We review goodwill for impairment annually during our third fiscal year ended June 30, 2017 werequarter or whenever events or changes in circumstances indicate the carrying value may not be fully recoverable. Pursuant to the authoritative guidance, we make certain judgments and assumptions to determine our reporting units and allocate shared assets and liabilities to those reporting units, which determines the carrying values for each reporting unit. When assessing goodwill for impairment, an initial assessment of qualitative factors determines whether the existence of events and circumstances indicates it is more likely than not that the fair value of a reporting unit is less than its carrying value. Judgments related to qualitative factors include macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, relevant entity-specific events, a sustained decrease in share price and other events affecting the reporting units. If we determine it is more likely than not that the fair value of a reporting unit is less than its carrying value, a
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quantitative test is then performed by estimating the fair value of the reporting unit and comparing it to its carrying value including goodwill. If the former is lower, goodwill is written down by the excess amount, limited to the amount of goodwill allocated to that reporting unit. See Note 7 “Goodwill and Purchased Intangible Assets” to our Consolidated Financial Statements for additional information.
We determine the fair value of a reporting unit using the market approach when deemed appropriate and the necessary information is available, or the income approach which uses discounted cash flow (“DCF”) analysis, or a combination of both. If multiple valuation methodologies are used, the results are weighted. Determining fair value requires the exercise of significant judgment, including judgments about appropriate discount rates, revenue growth rates and the amount and timing of expected future cash flows. Discount rates are based on a WACC, which represents the average rate a business must pay its providers of debt and equity, plus a risk premium. The WACC used to test goodwill is derived from a group of comparable companies. The cash flows employed in the DCF analysis are derived from internal forecasts and external market forecasts. The market approach estimates the fair value of the reporting unit by utilizing the market comparable method which is based on revenue and earnings multiples from comparable companies.
We review purchased finite-lived intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of the assets are shorter than initially expected. We determine whether finite-lived intangible assets are recoverable based on the forecasted undiscounted future cash flows that are expected to be generated by the lowest-level associated asset grouping. Assumptions and estimates about future values and remaining useful lives of our intangible assets are complex and subjective. If the undiscounted cash flows used in the recoverability test are less than the long-lived assets’ carrying value, we recognize an impairment loss for the amount that the carrying value exceeds the fair value.
We review indefinite-lived intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying value of the assets may not be fully recoverable. The authoritative accounting guidance allows a qualitative approach for testing indefinite-lived intangible assets for impairment, similar to the impairment testing guidance for goodwill. It allows the option to first assess qualitative factors (events and circumstances) that could have affected the significant inputs used in determining the fair value of the indefinite-lived intangible asset. The qualitative factors assist in determining whether it is more-likely-than-not that the indefinite-lived intangible asset is impaired. An organization may choose to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to calculating its fair value. Our indefinite-lived intangible assets are IPR&D intangible assets.
Any impairment charges could have a material adverse effect on our operating results and net asset value in the quarter in which we recognize the impairment charge. See Note 7 “Goodwill and Purchased Intangible Assets” to our Consolidated Financial Statements for additional information.
Income Taxes. We account for income taxes in accordance with the authoritative guidance, which requires income tax effects for changes in tax laws to be recognized in the period in which the law is enacted.
Deferred tax assets and liabilities are recognized using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. The guidance also drivenrequires that deferred tax assets be reduced by strong demand froma valuation allowance if it is more likely than not that a portion of the deferred tax asset will not be realized. We have determined that a valuation allowance is necessary against a portion of the deferred tax assets, but we anticipate that our foundry customers andfuture taxable income will be sufficient to recover the remainder of our deferred tax assets. However, should there be a change in our ability to recover our deferred tax assets that are not subject to a valuation allowance, we could be required to record an additional valuation allowance against such deferred tax assets. This would result in an increase to our tax provision in the numberperiod in which we determine that the recovery is not probable.
On a quarterly basis, we provide for income taxes based upon an estimated annual effective income tax rate. The effective tax rate is highly dependent upon the geographic composition of post-warranty systems installed atworldwide earnings, tax regulations governing each region, availability of tax credits and the effectiveness of our customers’ sites overtax planning strategies. We carefully monitor the changes in many factors and adjust our effective income tax rate on a timely basis. If actual results differ from these estimates, this time periodcould have a material effect on our financial condition and results of operations.
The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. In accordance with the authoritative guidance on accounting for our service revenues.uncertainty in income taxes, we recognize liabilities for uncertain tax positions based on the two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained in audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. We reevaluate these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in
Total revenues during
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tax law, effectively settled issues under audit and new audit activities. Any change in these factors could result in the fiscal year ended June 30, 2016 increased by 6% comparedrecognition of a tax benefit or an additional charge to the fiscal year ended June 30, 2015.tax provision.
We record income taxes on the undistributed earnings of foreign subsidiaries unless the subsidiaries’ earnings are considered indefinitely reinvested outside the U.S. Our year over year revenue growth reflected increases from saleseffective tax rate would be adversely affected if we change our intent or if such undistributed earnings are needed for U.S. operations because we would be required to provide or pay income taxes on some or all of both our inspectionthese undistributed earnings.
Global Intangible Low-Taxed Income. The Tax Act includes provisions for Global Intangible Low-Taxed Income (“GILTI”) wherein U.S. taxes on foreign income are imposed in excess of a deemed return on tangible assets of foreign corporations. This income is effectively taxed at a 10.5% tax rate in general. We elect to account for GILTI as a component of current period tax expense and metrology productsnot recognize deferred tax assets and liabilities for the basis differences expected to reverse as our customers continue to invest in process controla result of GILTI provisions.
Recent Accounting Pronouncements
For a description of recent accounting pronouncements, including those recently adopted and services. Increased revenues during the fiscal year ended June 30, 2016 were also driven by the introductionexpected dates of our new generation of inspection productsadoption as well strong demand fromas estimated effects, if any, on our foundry customersConsolidated Financial Statements of those not yet adopted, see Note 1 “Description of Business and an increase in the numberSummary of post-warranty systems installed atSignificant Accounting Policies” to our customers’ sites over this time period for our service revenues.Consolidated Financial Statements.
RESULTS OF OPERATIONS
Revenues and Gross Margin
 Year ended June 30,        
(Dollar amounts in thousands)2017 2016 2015 FY17 vs. FY16 FY16 vs. FY15
Revenues:             
Product$2,703,934
 $2,250,260
 $2,125,396
 $453,674
 20% $124,864
 6 %
Service776,080
 734,233
 688,653
 41,847
 6% 45,580
 7 %
Total revenues$3,480,014
 $2,984,493
 $2,814,049
 $495,521
 17% $170,444
 6 %
Costs of revenues$1,287,547
 $1,163,391
 $1,215,229
 $124,156
 11% $(51,838) (4)%
Gross margin percentage63% 61% 57% 2%   4%  
 Year Ended June 30,    
(Dollar amounts in thousands)202220212020FY22 vs. FY21FY21 vs. FY20
Revenues:
Product$7,301,428 $5,240,316 $4,328,725 $2,061,112 39 %$911,591 21 %
Service1,910,455 1,678,418 1,477,699 232,037 14 %200,719 14 %
Total revenues$9,211,883 $6,918,734 $5,806,424 $2,293,149 33 %$1,112,310 19 %
Costs of revenues$3,592,441 $2,772,165 $2,449,561 $820,276 30 %$322,604 13 %
Gross margin61%60%58%1%2%
Product revenues
Our business is affected by the concentration of our customer base and our customers’ capital equipment procurement schedules as a result of their investment plans. Our product revenues in any particular period are significantly impacted by the amount of new orders that we receive during that period and, depending upon the duration of manufacturing and installation cycles, in the preceding period. Revenue is also impacted by average customer pricing, customer revenue deferrals associated with volume purchase agreements and the effect of fluctuations in foreign currency exchange rates.

ProductThe increase in product revenues increased by 20%39% in the fiscal year ended June 30, 20172022 compared to the prior fiscal year ended June 30, 2016,is primarily dueattributable to growth in revenues from our customers in Korea, Taiwan, and Europe & Israel. Our year over year increase in our product revenues were primarily driven by strong demand for many of our products, especially our inspection, metrology and metrology products, increasedspecialty semiconductor process portfolios as customers prioritize technology development investments by our foundry customersand also expand their capacity to support their new device architectures and process technologies for capacity-related expansion, and sales of our next generation inspection products.
Product revenues increased by 6% in the fiscal year ended June 30, 2016 compared to the fiscal year ended June 30, 2015, primarily due to growth in revenues from our customers in China, Taiwan and Japan, partially offset by lower revenues from our customers in North America, Korea, Rest of Asia and Europe & Israel. The year over year increase in our product revenues were primarily driven by strong demand for our inspection and metrology products, the introduction of our new generation of inspection products and the expansion ofmeet resilient semiconductor investments in Asia, particularly in China and Taiwan from our foundry customers.end customer demand.
Service revenues
Service revenues are generated from product maintenance contracts,and support services, as well as billable time and material service calls made to our customers after the expiration of the warranty period.customers. The amount of our service revenues is typically a function of the number of post-warranty systems installed at our customers’ sites and the utilization of those systems, but it is also impacted by other factors, such as our rate of service contract renewals, the types of systems being serviced and fluctuations in foreign currency exchange rates. Service
The increase in service revenues increased sequentially overby 14% in the fiscal yearsyear ended June 30, 2015, 2016 and 2017,2022 compared to the prior year is primarily as a result ofattributable to an increase over timein our installed base.
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Revenues by segment(1)
 Year Ended June 30,    
(Dollar amounts in thousands)202220212020FY22 vs. FY21FY21 vs. FY20
Revenues:
Semiconductor Process Control$7,924,822 $5,734,825 $4,745,446 $2,189,997 38 %$989,379 21 %
Specialty Semiconductor Process456,579 369,216 329,700 87,363 24 %39,516 12 %
PCB, Display and Component Inspection832,176 812,620 727,451 19,556 %85,169 12 %
Other— 739 3,614 (739)(100)%(2,875)(80)%
Total revenues$9,213,577 $6,917,400 $5,806,211 $2,296,177 33 %$1,111,189 19 %
__________
(1)Segment revenues exclude corporate allocations and the effects of changes in foreign currency exchange rates. For additional details, refer to Note 19 “Segment Reporting and Geographic Information” to our Consolidated Financial Statements.
Revenue from our Semiconductor Process Control segment increased by 38% in the numberfiscal year ended June 30, 2022 compared to the prior year primarily due to a strong demand for many of post-warranty systems installed at our customers’ sites over that time period.products, especially from our inspection and metrology portfolios. The increase in revenues from our Specialty Semiconductor Process segment, which comprises etching and deposition solutions for advanced packaging and specialty semiconductor markets, is primarily driven by advances in the IC packaging technology roadmap and growth in demand for automotive power, RF filters and MEMS devices. The revenue from our PCB, Display and Component Inspection segment was relatively flat in fiscal 2022 as compared to fiscal 2021.
Revenues - Top Customers
The following customers each accounted for more than 10% of our total revenues primarily in our Semiconductor Process Control segment for the indicated periods:
Year Ended June 30,
202220212020
Taiwan Semiconductor Manufacturing Company LimitedTaiwan Semiconductor Manufacturing Company LimitedTaiwan Semiconductor Manufacturing Company Limited
Samsung Electronics Co., Ltd.Samsung Electronics Co., Ltd.Samsung Electronics Co., Ltd.
Year ended June 30,
2017 2016 2015
Samsung Electronics Co., Ltd. Micron Technology, Inc. Intel Corporation
Taiwan Semiconductor Manufacturing Company Limited Taiwan Semiconductor Manufacturing Company Limited Samsung Electronics Co., Ltd.
    Taiwan Semiconductor Manufacturing Company Limited

Revenues by region
Revenues by region for the periods indicated were as follows:
 Year ended June 30,
(Dollar amounts in thousands)2017 2016 2015
Taiwan$1,104,307
 32% $894,557
 30% $691,482
 25%
Korea688,094
 20% 367,905
 12% 405,320
 14%
North America523,024
 14% 521,335
 18% 815,914
 29%
China412,098
 12% 430,074
 14% 162,669
 6%
Japan351,202
 10% 444,216
 15% 426,963
 15%
Europe & Israel263,789
 8% 167,936
 6% 194,670
 7%
Rest of Asia137,500
 4% 158,470
 5% 117,031
 4%
Total$3,480,014
 100% $2,984,493
 100% $2,814,049
 100%
 Year Ended June 30,
(Dollar amounts in thousands)202220212020
China$2,660,438 29 %$1,831,446 26 %$1,495,977 26 %
Taiwan2,528,482 27 %1,690,558 25 %1,598,201 27 %
Korea1,430,495 16 %1,343,473 19 %911,848 16 %
North America928,043 10 %765,974 11 %651,328 11 %
Japan724,773 %639,381 %660,772 11 %
Europe and Israel636,664 %396,422 %322,085 %
Rest of Asia302,988 %251,480 %166,213 %
Total$9,211,883 100 %$6,918,734 100 %$5,806,424 100 %
A significant portion of our revenues continues to be generated in Asia, where a substantial portion of the world’s semiconductor manufacturing capacity is located, and we expect that trend to continue.

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Gross margin
Our gross margin fluctuates with revenue levels and product mix and is affected by variations in costs related to manufacturing and servicing our products, including our ability to scale our operations efficiently and effectively in response to prevailing business conditions.
The following table summarizes the major factors that contributed to the changes in gross margin percentage:
margin:
Gross Margin Percentage
Fiscal year endedYear Ended June 30, 2015202056.857.9%
Revenue volume of products and services0.41.3 %
Mix of products and services sold2.61.2 %
Manufacturing labor, overhead and efficiencies0.7 %
Other service and manufacturing costs0.5(0.5)%
Fiscal year endedYear Ended June 30, 2016202161.059.9%
Revenue volume of products and services1.52.3 %
Mix of products and services sold0.60.4 %
Manufacturing labor, overhead and efficiencies(0.1)%
Other service and manufacturing costs(0.1(1.5))%
Fiscal year endedYear Ended June 30, 2017202263.061.0%
Changes in gross margin, percentagewhich are driven by the revenue volume of products and services, reflect our ability to leverage existing infrastructure to generate higher revenues. It also includes the effect of fluctuations in foreign exchange rates, average customer pricing and customer revenue deferrals associated with volume purchase agreements. Changes in gross margin percentage from the mix of products and services sold reflect the impact of changes inwithin the composition withinof product and service offerings.offerings, and amortization of inventory fair value adjustments from business combinations. Changes in gross margin percentage from manufacturing labor, overhead and efficiencies reflect our ability to manage costs and drive productivity as we scale our manufacturing activity to respond to customer requirements; this includes the impactrequirements, and amortization of capacity utilization, use of overtime and variability of cost structure.intangible assets. Changes in gross margin percentage from other service and manufacturing costs include the impact of customer support costs, including the efficiencies with which we deliver services to our customers, and the effectiveness with which we manage our production plans and inventory risk.
OurThe increase in our gross margin increasedfrom 59.9% to 63.0% during the fiscal year ended June 30, 2017 from 61.0% during the fiscal year ended June 30, 2016,2022 is primarily dueattributable to a higher revenue volume of products and services sold and a favorablemore profitable mix of products and services sold, partially offset by otheran increase in service and manufacturing costs.
OurSegment gross margin increasedprofit(1)
 Year Ended June 30,    
(Dollar amounts in thousands)202220212020FY22 vs. FY21FY21 vs. FY20
Segment gross profit:
Semiconductor Process Control$5,167,679 $3,705,222 $3,028,167 $1,462,457 39 %$677,055 22 %
Specialty Semiconductor Process242,520 206,706 183,641 35,814 17 %23,065 13 %
PCB, Display and Component Inspection378,964 390,571 315,723 (11,607)(3)%74,848 24 %
Other— (68)(63)68 100 %(5)(8)%
$5,789,163 $4,302,431 $3,527,468 $1,486,732 35 %$774,963 22 %
_________________ 
(1)    Segment gross profit is calculated as segment revenues less segment costs of revenues and excludes corporate allocations, the effects of changes in foreign currency exchange rates, amortization of intangible assets, inventory fair value adjustments, and acquisition-related costs. For additional details, refer to 61.0% duringNote 19 “Segment Reporting and Geographic Information” to our Consolidated Financial Statements.
The primary factors impacting the performance of our segment gross profits for fiscal year ended June 30, 2016 from 56.8% during the2022 compared to fiscal year ended June 30, 2015,2021 are summarized as follows:
Semiconductor Process Control segment gross profit increased due to a more profitable mix of products and services sold, partially offset by an increase in service and manufacturing costs.
The segment gross profits of the Specialty Semiconductor Process segment increased primarily due to a more favorable mix of products and services sold an increase in manufacturing efficiencies driven by lower warranty costs as well as a decrease in severance-related expenses, and higher revenue volumevolume.
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The segment gross profits of the PCB, Display and Component Inspection and Other segments decreased primarily due to a less favorable mix of products and services.services sold as well as an increase in other service and manufacturing costs.

Research and Development (“R&D”)
Year ended June 30,         Year Ended June 30,    
(Dollar amounts in thousands)2017 2016 2015 FY17 vs. FY16 FY16 vs. FY15(Dollar amounts in thousands)202220212020FY22 vs. FY21FY21 vs. FY20
R&D expenses$526,870
 $481,258
 $530,616
 $45,612
 9% $(49,358) (9)%R&D expenses$1,105,254 $928,487 $863,864 $176,767 19 %$64,623 %
R&D expenses as a percentage of total revenues15% 16% 19% (1)%   (3)%  R&D expenses as a percentage of total revenues12 %13 %15 %(1)%(2)%
R&D expenses may fluctuate with product development phases and project timing as well as our focused R&D efforts that are aligned with our overall business strategy.efforts. As technological innovation is essential to our success, we may incur significant costs associated with R&D projects, including compensation for engineering talent, engineering material costs and other expenses.

R&D expenses during the fiscal year ended June 30, 2017 were higher2022 increased compared to the fiscal year ended June 30, 2016,2021, primarily due to an increase in employee-related expenses of $25.4$149.4 million as a result of additional engineering headcount, higher variable compensation, and higher employee benefit costs an increase in consulting expenses of $12.5 million, an increase in engineering materials and supplies expenses of $9.9 million, an increase in merger-related expenses of $2.3 million, a lower benefit from external funding of $1.9 million and higher travel-relatedvariable compensation, higher consulting costs of $1.2 million, partially offset by a decrease in depreciation expense of $7.3 million and lower severance-related charges of $1.5 million.
R&D expenses during the fiscal year ended June 30, 2016 were lower compared to the fiscal year ended June 30, 2015, primarily due to a decrease in employee-related expenses, including severance-related expenses of $33.9 million as a result of the reduced headcount from our global workforce reduction that we initiated during the three months ended June 30, 2015, partially offset by an increase in variable compensation of $10.6 million. Additionally, there was a decrease in engineering materials and supplies expenses of $21.0$9.5 million and an increase in the benefit to RIPR&D expense from external fundingwrite-off of $5.4$6.0 million.
Our future operating results will depend significantly on our ability to produce products and provide services that have a competitive advantage in our marketplace. To do this, we believe that we must continue to make substantial and focused investments in our research and development.R&D. We remain committed to product development in new and emerging technologies as we address the yield challenges our customers face at future technology nodes.technologies.

Selling, General and Administrative (“SG&A”)
 Year ended June 30,        
(Dollar amounts in thousands)2017 2016 2015 FY17 vs. FY16 FY16 vs. FY15
SG&A expenses$389,336
 $379,399
 $406,864
 $9,937
 3% $(27,465) (7)%
SG&A expenses as a percentage of total revenues11% 13% 14% (2)%   (1)%  
 Year Ended June 30,    
(Dollar amounts in thousands)202220212020FY22 vs. FY21FY21 vs. FY20
SG&A expenses$860,007 $729,602 $734,149 $130,405 18 %$(4,547)(1)%
SG&A expenses as a percentage of total revenues%11 %13 %(2)%(2)%
SG&A expenses during the fiscal year ended June 30, 2017 were higher2022 increased compared to the fiscal year ended June 30, 2016,2021, primarily due to an increaseincreases in consulting expenses of $7.1 million; an increase inthe following: employee-related expenses of $6.7$55.7 million mainly as athe result of additional headcount, higher variable compensation and employee benefit costs; an increase in travelcosts and variable compensation; depreciation expense of $24.2 million; consulting costs of $2.3$15.7 million; an increase in cost of support for sales evaluations of $1.3 millionfacility and an increase in facilities-related expense of $1.1 million. The increases above were partially offset by a decrease in merger-relatedoffice expenses of $6.6 million$11.2 million; travel expenses of $6.4 million; and a lower severance-related chargesexternal sales commissions and trade shows of $3.7$6.1 million.
SG&A expenses during
Goodwill Impairment
We performed our annual impairment assessment of goodwill as of February 28, 2022 and concluded that goodwill was not impaired.
For the fiscal year ended June 30, 2016 were lower compared to the fiscal year ended June 30, 2015, primarily due to a decrease in employee-related expenses, including severance-related expenses, of $28.0 million2020, as a result of our annual goodwill impairment testing for all reporting units, we recorded $144.2 million and $112.5 million in impairment charges in the reduced headcount from our global workforce reduction that we initiated duringSpecialty Semiconductor Process and PCB and Display reporting units, respectively, in the three months ended June 30, 2015 partially offset by an increase in variable compensation of $16.4 million, a decrease in cost of support for sales evaluation of $8.6 million, a decrease in contributions to support our corporate social responsibility program of $7.0 million and a decrease in travel-related expenses of $4.7 million. The decreases above were partially offset by an increase in our merger-related expenses of $15.6 million, principally for financial advisory services including the fairness opinion fees, employee-related expenses and legal fees during the fiscal year ended June 30, 2016.March 31, 2020.
Restructuring Charges
DuringOver the fourth quarter of the fiscal year ended 2015, we announced a plan to reduce our global employee workforcelast few years, management approved plans to streamline our organization and business processes, in response to changing customer requirements in its industry. The goalswhich included reductions of this reductionworkforce.
Restructuring charges were to enable continued innovation, direct our resources toward its best opportunities and lower our ongoing expense run rate. We substantially completed our global workforce reduction during$1.0 million for the fiscal year ended June 30, 2016.

The following table shows the activity primarily related to accrual for severance and benefits2022. Restructuring charges were $12.4 million for the fiscal yearsyear ended June 30, 2017, 20162021 and 2015:included $3.9 million of non-cash charges for accelerated depreciation related to certain right-of-use (“ROU”) assets and fixed assets to be abandoned. Restructuring charges were $7.7 million for the year ended June 30, 2020.
For additional information refer to Note 20 “Restructuring Charges” to our Consolidated Financial Statements.
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 Year ended June 30,
(In thousands)2017 2016 2015
Beginning balance$587
 $24,887
 $2,329
Restructuring costs
 8,926
 31,569
Adjustments(147) (142) 1,177
Cash payments(440) (33,084) (10,188)
Ending balance$
 $587
 $24,887


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Interest Expense and Other Expense (Income), Net
 Year ended June 30,
(Dollar amounts in thousands)2017 2016 2015
Interest expense$122,476
 $122,887
 $106,009
Other expense (income), net$(19,461) $(20,634) $(10,469)
Interest expense as a percentage of total revenues4% 4% 4%
Other expense (income), net as a percentage of total revenues1% 1% %
During the fiscal year ended June 30, 2017 interest expense remained relatively unchanged compared to the fiscal year ended June 30, 2016.
Year Ended June 30,
(Dollar amounts in thousands)202220212020FY22 vs. FY21FY21 vs. FY20
Interest expense$160,339 $157,328 $160,274 $3,011 %$(2,946)(2)%
Other expense (income), net$4,605 $(29,302)$2,678 33,907 116 %$(31,980)(1,194)%
Interest expense as a percentage of total revenues%%%
Other expense (income), net as a percentage of total revenues— %— %— %
The increase in interest expense during the fiscal year ended June 30, 20162022 compared to the fiscal year ended June 30, 20152021 was primarily attributabledue to higher interest expense on our Revolving Credit Facility, which is described further in the $2.50 billion aggregate principal amount of senior, unsecured long-term notes (collectively referred to as “Senior Notes”), the $750.0 million unsecured prepayable term loans“Liquidity and the $500.0 million unfunded revolving credit facility which were executed during the three months ended December 31, 2014 and which were not outstanding for the entire fiscal year ended June 30, 2015. In addition, the $750.0 million of 2018 Senior Notes were redeemed during the three months ended December 31, 2014.Capital Resources” section below.
Other expense (income), net is comprised primarily of fair value adjustments and realized gains or losses on sales of marketable and non-marketable securities, gains or losses from revaluations of certain foreign currency denominated assets and liabilities as well as foreign currency contracts, impairments associated with equity investments in privately-held companies, interest relatedinterest-related accruals (such as interest and penalty accruals related to our tax obligations) and interest income earned on our investmentinvested cash, cash equivalents and cash portfolio.
The decrease in other expense (income), net during the fiscal year ended June 30, 2017 compared to the fiscal year ended June 30, 2016 was primarily due to an increase in interest accruals related to uncertain tax positions of $6.4 million, a decrease in net gains from our investments in privately-held companies of $3.6 million, partially offset by an increase in interest income of $8.8 million.marketable securities.
The increase in other expense (income), net during the fiscal year ended June 30, 20162022 compared to the fiscal year ended June 30, 20152021 was primarily due to reductiona fair value loss of interest and penalty accruals related$18.9 million from an equity security in the current fiscal year following initial fair value gains of $26.7 million when it became marketable in the prior fiscal year, as well as a $4.4 million gain recorded in the prior fiscal year due to uncertain tax positions of $5.5 million and an increase of $4.5 million for gain on the sale of equity investmentsour interest in privately-held companies netPixCell Medical Technologies Ltd. These were partially offset by a gain from the sale of impairment charges.an investment of $27.7 million in fiscal year 2022.
Loss on extinguishmentExtinguishment of debt and other, netDebt
For the fiscal year ended June 30, 2015,2020, loss on extinguishment of debt and other, net, reflected a pre-tax net loss of $131.7$22.5 million associated with the redemption of our $750.0$500.0 million of 2018 Senior Notes during the three months ended December 31, 2014. Included in the loss on extinguishment of debtdue 2021, including associated redemption premiums, accrued interest and other net is the $1.2 million gain on the non-designated forward contract that was entered into by us in anticipation of the redemption of the 2018 Senior Notes, which were redeemed during the three months ended December 31, 2014. Refer to “Note 7, Debt”fees and “Note 16, Derivative Instruments and Hedging Activities” to the consolidated financial statements for further details. We had no loss on extinguishment of debt and other, net, in the fiscal years ended June 30, 2017 and 2016.expenses.


Provision for Income Taxes
The following table provides details of income taxes:
 Year ended June 30,
(Dollar amounts in thousands)2017 2016 2015
Income before income taxes$1,173,246
 $858,192
 $434,131
Provision for income taxes$247,170
 $153,770
 $67,973
Effective tax rate21.1% 17.9% 15.7%
The provision for income taxes differs from the statutory U.S. federal rate primarily due to foreign income with lower tax rates, tax credits, and other domestic incentives.
Year Ended June 30,
(Dollar amounts in thousands)202220212020
Income before income taxes$3,489,237 $2,360,454 $1,316,711 
Provision for income taxes$167,177 $283,101 $101,686 
Effective tax rate4.8 %12.0 %7.7 %
Tax expense was lower as a percentage of income before taxes during the fiscal year ended June 30, 2017 was 21.1% compared to 17.9% for the fiscal year ended June 30, 2016. Tax expense as a percentage of income increased primarily due to an increase in the percentage of income earned in the U.S. compared to income earned outside the U.S. in jurisdictions with lower tax rates. Tax expense as a percentage of income increased also because there was a decrease in unrecognized tax benefits during the fiscal year ended June 30, 20162022 compared to the fiscal year ended June 30, 20172021 primarily due to settlements with taxing authorities and expirationthe impact of statutes of limitations.the following items:
Tax expense asdecreased by $392.7 million relating to a percentagenon-recurring tax benefit resulting from the intra-entity transfers of incomecertain intellectual property rights during the fiscal year ended June 30, 2016 was 17.9% compared2022;
Tax expense decreased by $29.3 million relating to 15.7% forthe impact of an increase in the proportion of KLA's earnings generated in jurisdictions with tax rates lower than the U.S. statutory rate during the fiscal year ended June 30, 2015. 2022; partially offset by
Tax expense as a percentage of income increased primarily dueby $93.4 million relating to an increase in the percentage of income earned in the U.S. compared to income earned outside the U.S. in jurisdictions with lowerour unrecognized tax rates. Duringbenefit during the fiscal year ended June 30, 2015, the loss on extinguishment of debt decreased income earned2022; and
Tax expense increased by $21.2 million relating to a non-deductible decrease in the U.S.assets held within our Executive Deferred Savings Plan (“EDSP”) during the fiscal year ended June 30, 2022.
Our future effective income tax rate depends on various factors, such as tax legislation, the geographic composition of our pre-tax income, the amount of our pre-tax income as business activities fluctuate, non-deductible expenses incurred in connection with acquisitions, research and developmentR&D credits as a percentage of aggregate pre-tax income, the domestic manufacturing deduction, non-taxable or non-deductible increases
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or decreases in the assets held within our Executive Deferred Savings Plan,EDSP, the tax effects of employee stock activity and the effectiveness of our tax planning strategies.
In the normal course of business, we are subjectFor discussions on tax examinations, assessments and certain related proceedings, see Note 14 “Income Taxes” to tax audits in various jurisdictions, and such jurisdictions may assess additional income or other taxes against us. We are under income tax examination in Israel for the fiscal years ended June 30, 2013 through June 30, 2015. Although we believe our tax estimates are reasonable, the final determination of tax audits and any related litigation could be materially different from our historical income tax provisions and accruals. The results of an audit or litigation could have a material adverse effect on our results of operations or cash flows in the period or periods for which that determination is made.Consolidated Financial Statements.
Liquidity and Capital Resources
As of June 30,As of June 30,
(Dollar amounts in thousands)2017 2016 2015(Dollar amounts in thousands)202220212020
Cash and cash equivalents$1,153,051
 $1,108,488
 $838,025
Cash and cash equivalents$1,584,908 $1,434,610 $1,234,409 
Marketable securities1,863,689
 1,382,806
 1,549,086
Marketable securities1,123,100 1,059,912 746,063 
Total cash, cash equivalents and marketable securities$3,016,740
 $2,491,294
 $2,387,111
Total cash, cash equivalents and marketable securities$2,708,008 $2,494,522 $1,980,472 
Percentage of total assets55% 50% 49%Percentage of total assets21 %24 %21 %
     
Year ended June 30, Year Ended June 30,
(In thousands)2017 2016 2015(In thousands)202220212020
Cash flows:     Cash flows:
Net cash provided by operating activities$1,079,665
 $759,696
 $605,906
Net cash provided by operating activities$3,312,702 $2,185,026 $1,778,850 
Net cash provided by (used in) investing activities(560,886) 144,687
 918,221
Net cash used in investing activitiesNet cash used in investing activities(876,458)(500,404)(258,874)
Net cash used in financing activities(472,805) (636,702) (1,302,972)Net cash used in financing activities(2,257,005)(1,497,881)(1,299,635)
Effect of exchange rate changes on cash and cash equivalents(1,411) 2,782
 (13,991)Effect of exchange rate changes on cash and cash equivalents(28,941)13,460 (1,926)
Net increase in cash and cash equivalents$44,563
 $270,463
 $207,164
Net increase in cash and cash equivalents$150,298 $200,201 $218,415 
Cash, and Cash Equivalents and Marketable Securities:
As of June 30, 2017,2022, our cash, cash equivalents and marketable securities totaled $3.02$2.71 billion, which isrepresents an increase of $525.4$213.5 million from June 30, 2016.2021. The increase is primarily attributablemainly due to net cash provided by operating activities of $3.31 billion and net proceeds from issuance of debt, including net draws on our cash generated from operations,Prior Revolving Credit Facility and our Revolving Credit Facility, of $3.22 billion, partially offset by net purchasesstock repurchases of marketable securities$3.97 billion, cash paid for purchase of $493.2 million, paymentforward contract for accelerated share repurchases of dividends of $344.0 million, payment of term loans of $130.0$900.0 million, cash used for apayments of dividends and dividend equivalents of $638.5 million, cash paid for business acquisitionacquisitions of $28.6$479.1 million, capital expenditures of $307.3 million and payment for stock repurchasesnet cash usage of $25.0 million. $118.5 million related to the purchases, sales and maturities of available-for-sale and trading securities.
As of June 30, 2017, $2.162022, $1.29 billion of our $3.02$2.71 billion of cash, cash equivalents, and marketable securities were held by our foreign subsidiaries and branch offices. We currently intend to indefinitely reinvest $2.00 billion$77.1 million of the cash, cash equivalents and marketable securities held by our foreign subsidiaries.subsidiaries for which we assert that earnings are permanently reinvested. If, however, a portion of these funds were to be repatriated to the United States,U.S., we would be required to accrue and pay U.S.state and foreign taxes of approximately 30%-50%1%-22% of the funds repatriated. The amount of taxes due will depend on the amount and manner of the repatriation, as well as the location from which the funds are repatriated. Of the $2.16 billion,We have accrued state and foreign tax on the remaining cash of $156.4 million is$1.21 billion of the $1.29 billion held by our foreign subsidiaries and branches for which earnings are not indefinitely reinvested.branch offices. As we have accrued (but not paid) U.S. taxes on the earnings of these subsidiaries and branches,such, these funds can be returned to the U.S. without accruing any additional U.S. tax expense.
Cash Dividends and Special Cash Dividend:Dividends:
The total amountamounts of regular quarterly cash dividends and dividends equivalents paid during the fiscal years ended June 30, 2017, 20162022, 2021 and 2015 was $335.42020 were $638.5 million, $324.5$559.4 million and $324.8$522.4 million, respectively. The increase in the amount of regular quarterly cash dividends and dividends equivalents paid during the fiscal year ended June 30, 20172022 as compared to fiscal 2021 reflected the increase in the level of our regular quarterly cash dividend from $0.52$0.90 to $0.54$1.05 per share that was instituted during the three months ended December 31, 2016.September 30, 2021. The amountamounts of accrued dividendsdividend equivalents payable for regular quarterly cash dividends on unvested restricted stock unitsRSUs with dividend equivalent rights was $4.8were $11.2 million and $2.7$10.3 million as of June 30, 20172022 and 2016,2021, respectively. These amountsThe settlement of the accrued dividend equivalents will be paidoccur upon vesting of the underlying unvested restricted stock unitsRSUs as described in Note 8,10 “Equity, and Long-term Incentive Compensation Plans.”Plans and Non-Controlling Interest” to our Consolidated Financial Statements.
On June 1, 2017,August 4, 2022, we announced that our Board of Directors had authorized an increase in the level of ourdeclared a quarterly cash dividend from $0.54 to $0.59of $1.30 per share. Refer to Note 19,21 “Subsequent Events” to the consolidated financial statementsour Consolidated Financial Statements for additional information regarding the declaration of our quarterly cash dividend announced subsequent to June 30, 2017.2022.
On November 19, 2014, we declared a special cash dividend
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Table of $16.50 per share on our outstanding common stock which was paid on December 9, 2014 to our stockholders of record as of the close of business on December 1, 2014. Additionally, in connection with the special cash dividend, our Board of Directors and our Compensation Committee of our Board of Directors approved a proportionate and equitable adjustment to outstanding equity awards (restricted stock units and stock options) under the 2004 Equity Incentive Plan (the “2004 Plan”), as required by the 2004 Plan, subject to the vesting requirements of the underlying awards. As the adjustment was required by the 2004 Plan, the adjustment to the outstanding awards did not result in any incremental compensation expense due to modification of such awards, under the authoritative guidance. The declaration and payment of the special cash dividend was part of our leveraged recapitalization transaction under which the special cash dividend was financed through a combination of existing cash and proceeds from the debt financing disclosed in Note 7, “Debt” that was completed during the three months ended December 31, 2014. As of the declaration date, the total amount of the special cash dividend accrued by us was approximately $2.76 billion, substantially all of which was paid out during the three months ended December 31, 2014, except for the aggregate special cash dividend of $43.0 million that was accrued for the unvested restricted stock units. As of June 30, 2017 and 2016, we had $9.0 million and $16.9 million, respectively, of accrued dividends payable for the special cash dividend with respect to outstanding unvested restricted stock units, which will be paid when such underlying unvested restricted stock units vest. We paid a special cash dividend with respect to vested restricted stock units during the fiscal years ended June 30, 2017, 2016 and 2015 of $8.6 million, $21.8 million and $1.8 million, respectively. Other than the special cash dividend declared during the three months ended December 31, 2014, we historically have not declared any special cash dividend.Contents
Stock Repurchases:
The shares repurchased under our stock repurchase program have reduced our basic and diluted weighted-average shares outstanding for the fiscal years ended June 30, 20172022 and 2016. The2021. Our stock repurchase program is intended, in part, to offsetmitigate the potential dilutive impact related to our equity incentive plans and shares issued in connection with the purchasesour ESPP as well as to return excess cash to our stockholders. As of March 31, 2022 an aggregate of $0.70 billion was available for repurchase under our ESPP programstock repurchase program. In June 2022, the Board of Directors authorized an additional $6.00 billion for share repurchases. On June 23, 2022, the Company executed ASR Agreements with two financial institutions to repurchase shares of our common stock in exchange for an upfront payment of $3.00 billion. The Company received initial deliveries totaling approximately 6.5 million shares on June 24, 2022, which represented 70% of the prepayment amount at the then prevailing market price of the Company's shares of stock. The initial shares delivered were retired immediately upon settlement and treated as repurchases of the vestingCompany's common stock for purposes of employee restrictedearnings per share calculations. The value of the shares yet to be delivered to the Company for the remainder of the upfront payment of approximately $0.90 billion was recorded as an unsettled forward contract, classified within stockholders’ equity. The delivery of any remaining shares would occur at the final settlement of the transactions under the ASR Agreements, which is scheduled for the second quarter of fiscal 2023, subject to earlier termination under certain limited circumstances, as set forth in the ASR Agreements. The total number of shares received under the ASR Agreements will be based on the volume-weighted average prices of the Company's stock units.

Fiscal Year 2017 Comparedduring the term of the ASR Agreements, less an agreed-upon discount and subject to Fiscal Year 2016adjustments pursuant to the terms and conditions of the ASR Agreements.
Cash Flows fromProvided by Operating Activities:
We have historically financed our liquidity requirements through cash generated from operations. Net cash provided by operating activities during the fiscal year ended June 30, 20172022 increased by $1.13 billion compared to the fiscal year ended June 30, 2016,2021, from $759.7 million$2.19 billion to $1.08$3.31 billion, primarily as a result of the following key factors:
An increase in collections of approximately $567.0$2.6 billion mainly driven by higher shipments during the fiscal year ended June 30, 2022 compared to the fiscal year ended June 30, 2021;and
An increase in gains from currency and interest rate derivatives used for risk management purposes of approximately $99 million during the fiscal year ended June 30, 20172022 compared to the fiscal year ended June 30, 2016, mainly driven2021; partially offset by higher shipments;the following items:
The positive impactAn increase in accounts payable payments of our early adoption of the new accounting standard update for share-based payment awards to employees on a prospective basisapproximately $1.1 billion during the fiscal year ended June 30, 2017, which no longer requires the excess tax benefit from share-based compensation to be shown as a reduction within cash flows from operating activities of $11.9 million2022 compared to the fiscal year ended June 30, 2016;2021;
An increase in interest incomeemployee-related payments of approximately $9.0$292 million during the fiscal year ended June 30, 20172022 compared to the fiscal year ended June 30, 2016, as U.S. dollar interest rates increased; partially offset by2021; and
An increase in accounts payable payments of approximately $71.0 million during the fiscal year ended June 30, 2017 compared to the fiscal year ended June 30, 2016;
An increase in income tax payments of $129.0 million during the fiscal year ended June 30, 2017 compared to the fiscal year ended June 30, 2016, reflecting higher operating profits;
An increase in payroll and employee expenses of approximately $85.0 million during the fiscal year ended June 30, 2017 compared to the fiscal year ended June 30, 2016, primarily due to a change in the timing of certain variable compensation payments; and
Less unfavorable impacts from currency fluctuations of approximately $19.0 million during the fiscal year ended June 30, 2017 compared to the fiscal year ended June 30, 2016.
An increase in income tax payments of approximately $128 million during the fiscal year ended June 30, 2022 compared to the fiscal year ended June 30, 2021.
Cash Flows fromUsed in Investing Activities:Activities
Net cash used byin investing activities during the fiscal year ended June 30, 20172022 was $560.9$876.5 million compared to net cash provided by investing activities of $144.7$500.4 million during the fiscal year ended June 30, 2016. The change primarily resulted from2021. This increase in cash used was mainly due to an increase in cash paid for business acquisitions of $479.1 million and an increase in cash paid to purchase fixed assets of $75.7 million, partially offset by a decrease in net purchases of marketableavailable for sale and trading securities of $493.2 million and cash used for a business acquisition of $28.6 million during the fiscal year ended June 30, 2017.$169.6 million.
Cash Flows fromUsed in Financing Activities:
Net cash used in financing activities during the fiscal year ended June 30, 2017 decreased2022 was $2.26 billion compared to the fiscal year ended June 30, 2016, from $636.7 million to $472.8 million, primarily as a result of a decrease in common stock repurchases of $156.7 million and the impact of our early adoption of the new accounting standard update for share-based payment awards to employees on a prospective basis during the year ended June 30, 2017. This new standard no longer requires the excess tax benefit from share-based compensation to be shown as a cash inflow from financing activities, resulting in a change of $11.9 million from the year ended June 30, 2016.
Fiscal Year 2016 Compared to Fiscal Year 2015
Cash Flows from Operating Activities:
Net cash provided by operating activities$1.50 billion during the fiscal year ended June 30, 2016 increased compared2021. This increase was mainly due to the fiscal year ended June 30, 2015, from $605.9 million to $759.7 million primarily as a result of the following key factors:
Anan increase in collectionscash used for stock repurchases of approximately $294.0$3.03 billion, cash paid for purchase of forward contract for accelerated share repurchases of $900.0 million mostly due to higher shipments during the fiscal year ended June 30, 2016 compared to the fiscal year ended June 30, 2015;
A decrease in payroll and employee-related paymentsan increase cash paid for dividends and dividend equivalents of approximately $34.0$79.2 million, during the fiscal year ended June 30, 2016 compared to the fiscal year ended June 30, 2015; partially offset by
An increase in vendor payments of approximately $65.0 million during the fiscal year ended June 30, 2016 mainly due to higher inventory purchases compared to the fiscal year ended June 30, 2015;
A net increase of realized foreign exchange hedge losses of approximately $48.0 million during the fiscal year ended June 30, 2016 compared to the fiscal year ended June 30, 2015, mainly due to the substantial foreign exchange fluctuations in Japanese Yen during these periods;
An increase in debt interest payments of approximately $27.0 million during the fiscal year ended June 30, 2016 due to higher average outstanding debt balances compared to the fiscal year ended June 30, 2015;

An increase in income tax and other tax payments net of tax refunds of approximately $22.0 million during the fiscal year ended June 30, 2016 compared to the fiscal year ended June 30, 2015; and
An increase in cash LTI payments of approximately $13.0 million during the fiscal year ended June 30, 2016 compared to the fiscal year ended June 30, 2015.
Cash Flows from Investing Activities:
Net cash provided by investing activities during the fiscal year ended June 30, 2016 decreased to $144.7 million compared to the fiscal year ended June 30, 2015 from net cash provided in investing activities of $918.2 million, primarily as a result of our strategic decision to liquidate certain marketable securities in our investment portfolio to fund our working capital requirements during the fiscal year ended June 30, 2015, partially offset by approximately $14.0 million lower capital expenditures during the fiscal year ended June 30, 2016, as compared to the fiscal year ended June 30, 2015.
Cash Flows from Financing Activities:
Net cash usedan increase in financing activities during the fiscal year ended June 30, 2016 decreased compared to the fiscal year ended June 30, 2015, from $1.30 billion to $636.7 million, primarily as a resultnet debt proceeds of the following key factors:$3.25 billion.
A decrease in payment of dividends to stockholders of $2.70 billion, primarily from the payment of special cash dividend during the fiscal year ended June 30, 2015;
A decrease in repayment of debt of approximately $781.0 million mainly as a result of the redemption of the 2018 Senior Notes during the fiscal year ended June 30, 2015;
A decrease in common stock repurchases of $421.0 million during the fiscal year ended June 30, 2016 compared to the fiscal year ended June 30, 2015. In connection with entering into the Merger Agreement, we suspended further repurchases under our repurchase program effective October 21, 2015; partially offset by
Net proceeds of $3.22 billion from the issuance of Senior Notes and the term loans during the fiscal year ended June 30, 2015.
Senior Notes:
In November 2014,June 2022, we issued $2.50$3.00 billion (“2022 Senior Notes”) aggregate principal amount of senior unsecured long-term notes (collectively referredas follows: $1.00 billion of 4.650% senior, unsecured notes due July 15, 2032; $1.20 billion of 4.950% senior, unsecured notes due July 15, 2052; and $800.0 million of 5.250% senior, unsecured notes due July 15, 2062. A portion of the net proceeds of the 2022 Senior Notes are intended to asbe used to purchase up to a maximum aggregate principal amount of $500.0 million of our 2014 Senior Notes due 2024; refer to Note 21 “Subsequent Events” to our Consolidated Financial Statements for more
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information on the purchase of a portion of our Senior Notes due 2024. The remainder of the net proceeds were used for share repurchases and for general corporate purposes.
In February 2020, March 2019 and November 2014, we issued $750.0 million, $1.20 billion and $2.50 billion, respectively (the “2020 Senior Notes,” “2019 Senior Notes” and “2014 Senior Notes,” respectively, and collectively with the 2022 Senior Notes, the “Senior Notes”). We issued, aggregate principal amount of senior, unsecured notes. In February 2020, October 2019 and November 2017, we repaid $500.0 million, $250.0 million and $250.0 million of the Senior Notes, as partrespectively.
In February 2020, S&P upgraded its credit rating of the leveraged recapitalization plan underCompany to “BBB+” and revised its outlook to stable, which permanently eliminated interest rate adjustments and the proceeds frominterest rate on the 2014 Senior Notes in conjunction with the proceeds from the term loans (described below) and cash on hand were used (x) to fund a special cash dividend of $16.50 per share, aggregating to approximately $2.76 billion, (y) to redeem $750.0 million of 2018 Senior Notes, including associated redemption premiums, accrued interest and other fees and expenses and (z) for other general corporate purposes, including repurchases of shares pursuant to our stock repurchase program.became fixed. The interest rate specifiedrates for each series of the 2020 Senior Notes will beand 2019 Senior Notes are not subject to adjustments from time to time if Moody’s Investor Service, Inc. (“Moody’s”) or Standard & Poor’s Ratings Services (“S&P”) or, under certain circumstances, a substitute rating agency selected by us as a replacement for Moody’s or S&P, as the case may be (a “Substitute Rating Agency”), downgrades (or subsequently upgrades) its rating assigned to the respective series of Senior Notes such that the adjusted rating is below investment grade. If the adjusted rating of any series of Senior Notes from Moody’s (or, if applicable, any Substitute Rating Agency) is decreased to Ba1, Ba2, Ba3 or B1 or below, the stated interestcredit-rating-based rate on such series of Senior Notes as noted above will increase by 25 bps, 50 bps, 75 bps or 100 bps, respectively (“bps” refers to Basis Points and 1% is equal to 100 bps). If the rating of any series of Senior Notes from S&P (or, if applicable, any Substitute Rating Agency) with respect to such series of Senior Notes is decreased to BB+, BB, BB- or B+ or below, the stated interest rate on such series of Senior Notes as noted above will increase by 25 bps, 50 bps, 75 bps or 100 bps, respectively. The interest rates on any series of Senior Notes will permanently cease to be subject to any adjustment (notwithstanding any subsequent decrease in the ratings by any of Moody’s, S&P and, if applicable, any Substitute Rating Agency) if such series of Senior Notes becomes rated “Baa1” (or its equivalent) or higher by Moody’s (or, if applicable, any Substitute Rating Agency) and “BBB+” (or its equivalent) or higher by S&P (or, if applicable, any Substitute Rating Agency), or one of those ratings if rated by only one of Moody’s, S&P and, if applicable, any Substitute Rating Agency, in each case with a stable or positive outlook. In October 2014,adjustments.
Since fiscal 2015, we have entered into a seriesfour sets of forward contracts to lock the 10-year treasurybenchmark interest rate (“benchmark rate”) on a portionportions of our Senior Notes prior to issuance (“Rate Lock Agreements”). Upon issuance of the Senior Notes with a notional amountassociated debt, the Rate Lock Agreements were settled and their fair values were recorded within accumulated other comprehensive income (loss). The resulting gains and losses from these transactions are amortized to interest expense over the lives of $1.00 billion in aggregate.the associated debt. For additional details on the forward contracts, refer to Note 16,17 “Derivative Instruments and Hedging Activities” to the consolidated financial statements.our Consolidated Financial Statements.
The original discountdiscounts on the 2022 Senior Notes, the 2020 Senior Notes, the 2019 Senior Notes and the 2014 Senior Notes amounted to $12.8 million, $0.3 million, $6.7 million and $4.0 million, respectively, and isare being amortized over the life of the debt. Interest is payable as follows: semi-annually on January 15 and July 15 of each year for the 2022 Senior Notes; semi-annually on March 1 and September 1 of each year for the 2020 Senior Notes; semi-annually on March 15 and September 15 of each year for the 2019 Senior Notes; and semi-annually on May 1 and November 1 of each year.year for the 2014 Senior Notes. The debt indenture (therelevant indentures for the Senior Notes (collectively, the “Indenture”) includesinclude covenants that limit our ability to grant liens on itsour facilities and enter into sale and leaseback transactions, subjecttransactions.
In certain circumstances involving a change of control followed by a downgrade of the rating of a series of Senior Notes by at least two of Moody’s, S&P and Fitch, unless we have exercised our rights to certain allowances under which certain saleredeem the Senior Notes of such series, we will be required to make an offer to repurchase all or, at the holder’s option, any part, of each holder’s Senior Notes of that series pursuant to the Change of Control Offer. In the Change of Control Offer, we will be required to offer payment in cash equal to 101% of the aggregate principal amount of Senior Notes repurchased plus accrued and leaseback transactions areunpaid interest, if any, on the Senior Notes repurchased, up to, but not restricted. including, the date of repurchase.
As of June 30, 2017,2022, we were in compliance with all of theour covenants under the Indenture associated with the Senior Notes.

Revolving Credit Facility:
As of March 31, 2022, we had in place the Prior Credit Agreement providing for a $1.00 billion five-year unsecured Prior Revolving Credit Facility (Term Loanswith a maturity date of November 30, 2023. In the fourth quarter of fiscal 2022, we replaced the Prior Credit Agreement and UnfundedPrior Revolving Credit Facility):
In November 2014, we entered into $750.0 million of five-year senior unsecured prepayable term loans and a $500.0 million unfunded revolving credit facility (collectively, the “Credit Facility”) underFacility with the Credit Agreement (the “Credit Agreement”). The interestand the Revolving Credit Facility having a maturity of June 8, 2027 that allows us to borrow up to $1.50 billion. Subject to the terms of the Credit Agreement, the Revolving Credit Facility may be increased by an amount up to $250.0 million in the aggregate. As of June 30, 2021, we had no aggregate principal amount of borrowings under the Prior Revolving Credit Facility. During the fiscal year ended June 30, 2022, we borrowed $600.0 million from the Prior Revolving Credit Facility and made principal payments of $600.0 million. As of June 30, 2022, we had an aggregate principal amount of $275.0 million outstanding under the Revolving Credit Facility, which was borrowed in the fourth quarter of fiscal 2022.
We may borrow, repay and reborrow funds under the Revolving Credit Facility until the maturity date, at which time we may exercise two one-year extension options with the consent of the lenders. We may prepay outstanding borrowings under the Revolving Credit Facility at any time without a prepayment penalty.
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Borrowings under the Revolving Credit Facility can be made as Term Secured Overnight Financing (“SOFR”) Loans or Alternate Base Rate (“ABR”) Loans, at the Company's option. In the event that Term SOFR is unavailable, any Term SOFR elections will be payable onconverted to Daily Simple SOFR, as long as it is available. Each Term SOFR Loan will bear interest at a rate per annum equal to the borrowed amounts atapplicable Adjusted Term SOFR rate, which is equal to the London Interbank Offered Rate (“LIBOR”)applicable Term SOFR rate plus 10 bps that shall not be less than zero, plus a spread which is currentlyranging from 75 bps to 125 bps, and thisas determined by the Company’s credit ratings at the time. Each ABR Loan will bear interest at a rate per annum equal to the ABR plus a spread is subject to adjustment in conjunction with our credit rating downgrades or upgrades. The spread rangesranging from 1000 bps to 17525 bps, based onas determined by the then effectiveCompany’s credit rating.ratings at the time. We are also obligated to pay an annual commitment fee of 15 bps on the daily undrawn balance of the revolving credit facility,Revolving Credit Facility, which is alsoranges from 4.5 bps to 12.5 bps, subject to an adjustment in conjunction with changes to our credit rating downgrades or upgrades by Moody’srating. The applicable interest rates and S&P. The annualcommitment fees are also subject to adjustment based on the Company’s performance against certain environmental sustainability KPI related to GHG emissions and renewable electricity usage. As of June 30, 2022, the all-in interest rate of the $275.0 million outstanding Term SOFR loans reflected the applicable adjusted Term SOFR plus a spread of 100 bps and the applicable commitment fee ranges from 10 bps to 25 bps on the daily undrawn balance of the revolving credit facility, depending upon the then effective credit rating. Principal payments with respect to the term loans will be made on the last day of each calendar quarter and any unpaid principal balance of the term loans, including accrued interest, shall be payable on November 14, 2019 (the “Maturity Date”). We may prepay the term loans and unfunded revolving credit facility at any time without a prepayment penalty. During the fiscal year ended June 30, 2017, we made term loan principal payments of $130.0 million. The remaining term loan balance of $446.3 million as of June 30, 2017 is due in the fiscal quarter ending December 31, 2019.Revolving Credit Facility was 9 bps.
The Prior Revolving Credit Facility requiresrequired us to maintain an interest expense coverage ratio as described in the Prior Credit Agreement, on a quarterly basis, covering the trailing four consecutive fiscal quarters of no less than 3.50 to 1.00. In addition, we are required to maintain theThe Revolving Credit Facility removed that requirement. The maximum leverage ratio as described in the Credit Agreement, on a quarterly basis, of 3.00is 3.50 to 1.00, covering the trailing four consecutive fiscal quarters for each fiscal quarter.quarter, which can be increased to 4.00 to 1.00 for a period of time in connection with a material acquisition or a series of material acquisitions. As of June 30, 2022, our maximum allowed leverage ratio was 3.50 to 1.00.
We were in compliance with the financialall covenants under the Credit Agreement as of June 30, 20172022 (the interest expense coverage ratio was 11.58 to 1.00 and the leverage ratio was 2.081.61 to 1.00) and had no outstanding borrowings under the unfunded revolving credit facility.. Considering our current liquidity position, short-term financial forecasts and ability to prepay the term loans,Revolving Credit Facility, if necessary, we expect to continue to be in compliance with our financial covenants at the end of our first quarter of fiscal year ending June 30, 2018.2023.
Debt Redemption:
In December 2014, we redeemed the $750.0 million aggregate principal amount of 2018 Senior Notes. The redemption resulted in a pre-tax net loss on extinguishment of debt of $131.7 million for the three months ended December 31, 2014, after an offset of a $1.2 million of gain upon the termination of the non-designated forward contract described below.
In addition, in November 2014, we entered into a non-designated forward contract to lock the treasury rate to be used for determining the redemption amount as part of our plan to redeem the existing 2018 Senior Notes. The notional amount of the non-designated forward contract was $750.0 million. For additional details, refer to Note 16, “Derivative Instruments and Hedging Activities” to the consolidated financial statements.

Contractual Obligations
The following is a schedule summarizing our significant obligations to make future payments under contractual obligations as of June 30, 2017:
 Fiscal year ending June 30,
(In thousands)Total 2018 2019 2020 2021 2022 2023 and thereafter Others
Debt obligations(1)
$2,946,250
 $250,000
 $
 $696,250
 $
 $500,000
 $1,500,000
 $
Interest payment associated with all
debt obligations
(2)
829,212
 116,579
 113,610
 101,710
 92,875
 82,563
 321,875
 
Purchase commitments(3)
432,752
 428,903
 3,586
 142
 121
 
 
 
Income taxes
payable
(4)
74,344
 
 
 
 
 
 
 74,344
Operating leases25,515
 9,073
 5,768
 4,341
 2,486
 1,358
 2,489
 
Cash long-term incentive program(5)
163,141
 58,088
 46,809
 34,534
 23,710
 
 
 
Pension obligations(6)
23,938
 1,551
 1,586
 1,534
 1,705
 2,574
 14,988
 
Executive Deferred
Savings Plan
(7)
183,603
 
 
 
 
 
 
 183,603
Other(8)
34,600
 28,640
 4,822
 1,044
 94
 
 
 
Total contractual cash obligations$4,713,355
 $892,834
 $176,181
 $839,555
 $120,991
 $586,495
 $1,839,352
 $257,947
__________________ 
(1)In November 2014, we issued $750.0 million aggregate principal amount of term loans due in fiscal year 2020 (outstanding balance of $446.3 million as of June 30, 2017) and $2.50 billion aggregate principal amount of Senior Notes due from fiscal year 2018 to fiscal year 2035. During our fiscal year ended June 30, 2017, we made term loan principal payments of $130.0 million.
(2)The interest payments associated with the Senior Notes obligations included in the table above are based on the principal amount multiplied by the applicable coupon rate for each series of Senior Notes. Our future interest payments are subject to change if our then effective credit rating is below investment grade as discussed above. The interest payments under the term loans are payable on the borrowed amounts at the LIBOR plus 125 bps. As of June 30, 2017, we utilized the existing interest rates to project our estimated term loans interest payments for the next five years. The interest payment under the revolving credit facility for the undrawn balance is payable at 15 bps as a commitment fee based on the daily undrawn balance and we utilized the existing rate for the projected interest payments included in the table above. Our future interest payments for the term loans and the revolving credit facility are subject to change due to future fluctuations in the LIBOR rates as well as any upgrades or downgrades to our then effective credit rating.
(3)Represents an estimate of significant commitments to purchase inventory from our suppliers as well as an estimate of significant purchase commitments associated with other goods and services in the ordinary course of business. Our liability under these purchase commitments is generally restricted to a forecasted time-horizon as mutually agreed upon between the parties. This forecasted time-horizon can vary among different suppliers. Actual expenditures will vary based upon the volume of the transactions and length of contractual service provided. In addition, the amounts paid under these arrangements may be less in the event the arrangements are renegotiated or canceled. Certain agreements provide for potential cancellation penalties.
(4)Represents the estimated income tax payable obligation related to uncertain tax positions as well as related accrued interest. We are unable to make a reasonably reliable estimate of the timing of payments in individual years due to uncertainties in the timing of tax audit outcomes.
(5)Represents the amount committed under our cash long-term incentive program. The expected payment after estimated forfeitures is approximately $133.0 million.
(6)Represents an estimate of expected benefit payments up to fiscal year 2027 that was actuarially determined and excludes the minimum cash required to contribute to the plan. As of June 30, 2017, our defined pension plans do not have material required minimum cash contribution obligations.

(7)Represents the amount committed under our non-qualified executive deferred compensation plan. We are unable to make a reasonably reliable estimate of the timing of payments in individual years due to the uncertainties in the timing around participant’s separation and any potential changes that participants may decide to make to the previous distribution elections.
(8)Includes $20.8 million of employee-related retention commitments in connection with the retention program adopted at the time we entered into the Merger Agreement with Lam Research as well as the amount committed for accrued dividends payable of $13.8 million, substantially all of which are for the special cash dividend for the unvested restricted stock units as of the dividend record date as well as quarterly cash dividends from unvested restricted stock units granted with dividend equivalent rights. For additional details, refer to Note 8, “Equity and Long-term Incentive Compensation Plans.”
We have adopted a cash-based long-term incentive (“Cash LTI”) program for many of our employees as part of our employee compensation program. Cash LTI awards issued to employees under the Cash Long-Term Incentive Plan (“Cash LTI Plan”) generally vest in three or four equal installments, with one-third or one-fourth of the aggregate amount of the Cash LTI award vesting on each yearly anniversary of the grant date over a three or four-year period. In order to receive payments under the Cash LTI Plan, participants must remain employed by us as of the applicable award vesting date.Factoring Arrangements
We have agreements with financial institutions to sell certain of our trade receivables and promissory notes from customers without recourse. In addition, we periodically sell certain letters of credit (“LCs”LC”), without recourse, received from customers inas payment for goods and services.
The following table shows total receivables sold under factoring agreements and proceeds from sales of LCsLC for the indicated periods:
Year ended June 30,Year Ended June 30,
(In thousands)2017 2016 2015(In thousands)202220212020
Receivables sold under factoring agreements$152,509
 $205,790
 $137,285
Receivables sold under factoring agreements$250,983 $305,565 $293,006 
Proceeds from sales of LCs$48,780
 $21,904
 $6,920
Proceeds from sales of LCProceeds from sales of LC$151,924 $133,679 $59,036 
 Factoring and LC fees for the sale of certain trade receivables were recorded in other expense (income), net and were not material for the periods presented.
We maintain guarantee arrangements available through various financial institutions for up to $25.3$92.1 million, of which $22.1$59.6 million had been issued as of June 30, 2017,2022, primarily to fund guarantees to customs authorities for value-added tax (“VAT”) and other operating requirements of our subsidiaries in Europe, Israel, and Asia.
We maintain
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Material Cash Requirements
The following is a schedule summarizing our future material cash requirements as of June 30, 2022: 
(In thousands)TotalShort-TermLong-term
Debt obligations(1)
$6,450,000 $— $6,450,000 
Interest payments associated with all debt obligations(2)
5,755,757 234,968 5,520,789 
Purchase commitments(3)
3,751,523 3,284,455 467,068 
Income taxes payable(4)
223,186 — 223,186 
Operating leases(5)
120,704 34,305 86,399 
Cash long-term incentive program(6)
198,806 81,411 117,395 
Pension obligations(7)
49,675 3,994 45,681 
EDSP(8)
225,867 — 225,867 
Transition tax payable(9)
221,856 26,143 195,713 
Liability for employee rights upon retirement(10)
49,240 — 49,240 
Other(11)
11,197 5,687 5,510 
Total material cash requirements$17,057,811 $3,670,963 $13,386,848 
______________
(1)Represents $6.45 billion aggregate principal amount of Senior Notes due from fiscal year 2025 to fiscal year 2063.
(2)The interest payments associated with the Senior Notes payable included in the table above are based on the principal amount multiplied by the applicable interest rate for each series of Senior Notes. As of June 30, 2022, the interest payment under the Revolving Credit Facility for the undrawn balance is payable at 9 bps as a commitment fee based on the daily undrawn balance, and we utilized the existing rate for the projected interest payments included in the table above. Our future interest payments for the Revolving Credit Facility are subject to change due to any upgrades or downgrades to our then effective credit rating as well as the Company’s performance against certain openenvironmental sustainability KPIs related to GHG emissions and renewable electricity usage.
(3)Represents an estimate of significant commitments to purchase inventory from our suppliers as well as an estimate of significant purchase commitments associated with our suppliers to ensure a smoothgoods, services and continuous supply for key components.other assets in the ordinary course of business. Our liabilityobligation under these purchase commitments is generally restricted to a forecasted time-horizon as mutually agreed upon between the parties. This forecasted time-horizon can vary among different suppliers. Our open inventory purchase commitments were approximately $432.8 million as of June 30, 2017 and are primarily due within the next 12 months. Actual expenditures will vary based upon the volume of the transactions and length of contractual service provided. In addition, the amounts paid under these arrangements may be less in the event that the arrangements are renegotiated or canceled. Certain agreements provide for potential cancellation penalties.
We provide standard warranty coverage on our systems for 40 hours per week for 12 months, providing labor and parts necessary to repair and maintain the systems during the warranty period. We account for(4)Represents the estimated warranty costincome tax payable obligation related to uncertain tax positions as well as related accrued interest. We are unable to make a chargereasonably reliable estimate of the timing of payments in individual years due to costsuncertainties in the timing of revenues when revenuetax audit outcomes.
(5)Operating lease obligations represent the undiscounted lease payments under non-cancelable leases, but exclude non-lease components.
(6)As part of our employee compensation program, we issue cash-based long-term incentive (“Cash LTI”) awards to many of our employees. Cash LTI awards issued to employees under the Cash Long-Term Incentive Plan (“Cash LTI Plan”) generally vest in three or four equal installments. The amounts in the table above are those committed under the Cash LTI Plan; the expected total payment after estimated forfeitures is recognized. The estimated warranty cost is based on historical product performanceapproximately $166 million. For additional details, refer to Note 10 “Equity, Long-term Incentive Compensation Plans and field expenses. The actual product performance and/or field expense profiles may differ,Non-Controlling Interest” to our Consolidated Financial Statements.
(7)Represents an estimate of expected benefit payments up to fiscal year 2032 that was actuarially determined and excludes the minimum cash required to contribute to our defined benefit pension plans. As of June 30, 2022, our defined benefit pension plans do not have material required minimum cash contribution obligations.
(8)Represents the amount committed under our non-qualified executive deferred compensation plan. We are unable to make a reasonably reliable estimate of the timing of payments in those cases we adjust our warranty accruals accordingly. The difference between the estimated and actual warranty costs tends to be larger for new product introductions as there is limited historical product performance to estimate warranty expense; our warranty charge estimates for more mature products with longer product performance histories tend to be more stable. Non-standard warranty coverage generally includes services incrementalindividual years due to the standard 40-hours per week coverage for 12 months. See Note 13, “Commitmentsuncertainties in the timing around participant’s separation and Contingencies”any potential changes that participants may decide to make to the previous distribution elections.
(9)Represents the transition tax liability associated with our deemed repatriation of accumulated foreign earnings resulting from the enactment of the Tax Act into law on December 22, 2017.
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(10)Represents severance payments due upon dismissal of an employee or upon termination of employment in certain other circumstances as required under Israeli law.
(11)Represents amounts committed for accrued dividends payable for quarterly cash dividends for unvested RSUs granted with dividend equivalent rights. For additional details, refer to Note 10 “Equity, Long-term Incentive Compensation Plans and Non-Controlling Interest” to our Consolidated Financial Statements for additional details.

Statements.
Working Capital:
Working capital was $3.10$4.30 billion as of June 30, 2017,2022, which wasrepresents an increase of $233.3$704.8 million compared to our working capital as of June 30, 2016.2021. As of June 30, 2017,2022, our principal sources of liquidity consisted of $3.02$2.71 billion of cash, cash equivalents and marketable securities. Our liquidity ismay be affected by many factors, some of which are based on the normal ongoing operations of the business, spending for business acquisitions, and others of which relate toother factors such as uncertainty in the uncertainties of global and regional economies and the semiconductor, semiconductor-related and the semiconductor equipmentelectronic device industries. Although cash requirements will fluctuate based on the timing and extent of these factors, we believe that cash generated from operations, together with the liquidity provided by existing cash and cash equivalents balances and our $500.0 million unfunded revolving credit facility,$1.50 billion Revolving Credit Facility, will be sufficient to satisfy our liquidity requirements associated with working capital needs, capital expenditures, cash dividends, stock repurchases and other contractual obligations, including repayment of outstanding debt, for at least the next 12 months.
Our credit ratings as of June 30, 20172022 are summarized below:
Rating AgencyRating
FitchBBB-A-
Moody’sBaa2A2
Standard & Poor’sS&PBBBA-
In June 2022, S&P upgraded our senior unsecured credit rating from BBB+ to A-. In March 2022, Fitch upgraded our senior unsecured credit rating from BBB+ to A-. In June 2021, Moody's upgraded our senior unsecured credit rating from Baa1 to A2. Factors that can affect our credit ratings include changes in our operating performance, the economic environment, conditions in the semiconductor and semiconductor capital equipment industries, our financial position, material acquisitions and changes in our business strategy.
Off-Balance Sheet Arrangements
Under our foreign currency risk management strategy, we utilize derivative instruments to protect our earnings and cash flows from unanticipated fluctuations in earnings and cash flows caused by volatility in currency exchange rates. This financial exposure is monitored and managed as an integral part of our overall risk management program, which focuses on the unpredictability of financial markets and seeks to reduce the potentially adverse effects that the volatility of these markets may have on our operating results. We continue our policy of hedging our current and forecasted foreign currency exposures with hedging instruments having tenors of up to 18 months (see Note 16, “Derivative Instruments and Hedging Activities” to the Consolidated Financial Statements for additional details). Our outstanding hedge contracts, with maximum remaining maturities of approximately ten months and seven months as of June 30, 2017 and 2016, respectively, were as follows:
52
 As of June 30,
(In thousands)2017 2016
Cash flow hedge contracts   
Purchase$19,305
 $7,591
Sell$128,672
 $91,793
Other foreign currency hedge contracts   
Purchase$165,563
 $122,275
Sell$118,504
 $115,087

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ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In October 2014, in anticipation of the issuance of the Senior Notes, we entered into a series of forward contracts (“Rate Lock Agreements”) to lock the benchmark rate on a portion of the Senior Notes. The objective of the Rate Lock Agreements was to hedge the risk associated with the variability in interest rates due to the changes in the benchmark rate leading up to the closing of the intended financing, on the notional amount being hedged. The Rate Lock Agreements had a notional amount of $1.00 billion in aggregate which matured in the second quarter of the fiscal year ended June 30, 2015. We designated each of the Rate Lock Agreements as a qualifying hedging instrument and accounted for as a cash flow hedge, under which the effective portion of the gain or loss on the close out of the Rate Lock Agreements was initially recognized in accumulated other comprehensive income (loss) as a reduction of total stockholders’ equity and subsequently amortized into earnings as a component of interest expense over the term of the underlying debt. The ineffective portion, if any, was recognized in earnings immediately. The Rate Lock Agreements were terminated on the date of pricing of the $1.25 billion of 4.650% Senior Notes due in 2024 and we recorded the fair value of $7.5 million as a gain within accumulated other comprehensive income (loss) as of December 31, 2014. For the fiscal years ended June 30, 2017, 2016 and 2015, we recognized $0.8 million, $0.8 million and $0.5 million, respectively, for the amortization of the gain recognized in accumulated other comprehensive income (loss), which amount reduced the interest expense. As of June 30, 2017, the unamortized portion of the fair value of the forward contracts for the rate lock agreements was $5.5 million. The cash proceeds of $7.5 million from the settlement of the Rate Lock Agreements were included in the cash flows from operating activities in the consolidated statements of cash flows for the fiscal year ended June 30, 2015 because the designated hedged item was classified as interest expense in the cash flows from operating activities in the consolidated statements of cash flows.
In addition, in November 2014, we entered into a non-designated forward contract to lock the treasury rate used to determine the redemption amount of the 2018 Senior Notes that occurred during the three months ended December 31, 2014. The objective of the forward contract was to hedge the risk associated with the variability of the redemption amount due to changes in interest rates through the redemption of the existing 2018 Senior Notes. The forward contract had a notional amount of $750.0 million. The forward contract was terminated in December 2014 and the resulting fair value of $1.2 million was included in the loss on extinguishment of debt and other, net line in the consolidated statements of operations, partially offsetting the loss on redemption of the debt during the three months ended December 31, 2014. The cash proceeds from the forward contract were included in the cash flows from financing activities in the consolidated statements of cash flows for the fiscal year ended June 30, 2015, partially offsetting the cash outflows for the redemption of the 2018 Senior Notes.
Indemnification Obligations. Subject to certain limitations, we are obligated to indemnify our current and former directors, officers and employees with respect to certain litigation matters and investigations that arise in connection with their service to us. These obligations arise under the terms of our certificate of incorporation, our bylaws, applicable contracts, and Delaware and California law. The obligation to indemnify generally means that we are required to pay or reimburse the individuals’ reasonable legal expenses and possibly damages and other liabilities incurred in connection with these matters. For example, we have paid or reimbursed legal expenses incurred in connection with the investigation of our historical stock option practices and the related litigation and government inquiries by a number of our current and former directors, officers and employees. Although the maximum potential amount of future payments we could be required to make under the indemnification obligations generally described in this paragraph is theoretically unlimited, we believe the fair value of this liability, to the extent estimable, is appropriately considered within the reserve we have established for currently pending legal proceedings.
We are a party to a variety of agreements pursuant to which we may be obligated to indemnify the other party with respect to certain matters. Typically, these obligations arise in connection with contracts and license agreements or the sale of assets, under which we customarily agree to hold the other party harmless against losses arising from, or provide customers with other remedies to protect against, bodily injury or damage to personal property caused by our products, non-compliance with our product performance specifications, infringement by our products of third-party intellectual property rights and a breach of warranties, representations and covenants related to matters such as title to assets sold, validity of certain intellectual property rights, non-infringement of third-party rights, and certain income tax-related matters. In each of these circumstances, payment by us is typically subject to the other party making a claim to and cooperating with us pursuant to the procedures specified in the particular contract. This usually allows us to challenge the other party’s claims or, in case of breach of intellectual property representations or covenants, to control the defense or settlement of any third-party claims brought against the other party. Further, our obligations under these agreements may be limited in terms of amounts, activity (typically at our option to replace or correct the products or terminate the agreement with a refund to the other party), and duration. In some instances, we may have recourse against third parties and/or insurance covering certain payments made by us.

In addition, we may in limited circumstances enter into agreements that contain customer-specific commitments on pricing, tool reliability, spare parts stocking levels, service response time and other commitments. Furthermore, we may give these customers limited audit or inspection rights to enable them to confirm that we are complying with these commitments. If a customer elects to exercise its audit or inspection rights, we may be required to expend significant resources to support the audit or inspection, as well as to defend or settle any dispute with a customer that could potentially arise out of such audit or inspection. To date, we have made no significant accruals in our consolidated financial statements for this contingency. While we have not in the past incurred significant expenses for resolving disputes regarding these types of commitments, we cannot make any assurance that we will not incur any such liabilities in the future.
It is not possible to predict the maximum potential amount of future payments under these or similar agreements due to the conditional nature of our obligations and the unique facts and circumstances involved in each particular agreement. Historically, payments made by us under these agreements have not had a material effect on our business, financial condition, results of operations or cash flows.

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to financial market risks, including changes in interest rates, foreign currency exchange rates and marketable equity security prices. To mitigate these risks, we utilize derivative financial instruments, such as foreign currency hedges. All of the potential changes noted below are based on sensitivity analyses performed on our financial position as of June 30, 2017.2022. Actual results may differ materially.
As of June 30, 2017,2022, we had an investment portfolio of fixed income securities of $2.10$1.01 billion. These securities, as with all fixed income instruments, are subject to interest rate risk and will decline in value if market interest rates increase. If market interest rates were to increase immediately and uniformly by 100 bps from levels as of June 30, 2017,2022, the fair value of the portfolio would have declined by $21.9$9.4 million.
In November 2014, we issued $2.50 billion aggregate principal amount of fixed rate senior, unsecured long-term notes (collectively referred to as “Senior Notes”) due in various fiscal years ranging from 2018 to 2035. The fair market value of long-term fixed interest rate notes is subject to interest rate risk. Generally, theThe fair market value of fixed interest rate notes will increase as market interest rates fall and decrease as market interest rates rise. As of June 30, 2017,2022, the fair value and the book value of our Senior Notes due in various fiscal years ranging from 2025 to 2063 were $2.67$6.39 billion and $2.50$6.45 billion, respectively. Additionally,Since February 2020, the interest expense forrates on our Senior Notes have not been subject to credit-rating based rate adjustments.
In the Senior Notesfourth quarter of fiscal 2022, we replaced the Prior Credit Agreement and Prior Revolving Credit Facility with a renegotiated Credit Agreement and renegotiated unsecured Revolving Credit Facility. Subject to the terms of Credit Agreement, the Revolving Credit Facility allows us to borrow up to $1.50 billion, has a maturity date of June 8, 2027 with two one-year extension options, and may be increased by an amount up to $250.0 million in the aggregate. As of June 30, 2022, we had an aggregate principal amount of $275.0 million outstanding under the Revolving Credit Facility. Each Term SOFR Loan will bear interest at a rate per annum equal to the applicable Adjusted Term SOFR rate, which is equal to the applicable Term SOFR rate plus 10 bps that shall not be less than zero, plus a spread ranging from 75 bps to 125 bps, as determined by the Company's credit ratings at the time. The fair value of the borrowings under the Revolving Credit Facility is subject to interest rate adjustments following a downgrade of ourand credit ratings below investment grade by the credit rating agencies. Following a rating change below investment grade, the stated interest rate for each series of Senior Notes may increase between 25 bps to 100 bps based on the adjusted credit rating. Refer to Note 7, “Debt”risk due to the Consolidated Financial Statements in Part II, Item 8 and Management’s Discussion and Analysistiming of Financial Condition and Results of Operations, “Liquidity and Capital Resources,” in Part II, Item 7 for additional details. Factors that can affect our credit ratings include changes in our operating performance, the economic environment, conditions in the semiconductor and semiconductor equipment industries, our financial position,rate resets and changes in our business strategy. Asthe market's assessment of June 30, 2017, if our credit rating was downgraded below investment grade by Moody’s and S&P, the maximum potential increase to our annual interest expense on the Senior Notes, considering a 200 bps increaserisk of default, respectively. Pursuant to the stated interest rate for each series of our Senior Notes, is estimated to be approximately $46.7 million.

In November 2014, we entered into $750.0 million aggregate principal amount of floating rate senior, unsecured prepayable term loans due in 2019 and a $500.0 million unfunded revolving credit facility. The interest rates for the term loans are based on LIBOR plus a fixed spread and this spread is subject to adjustment in conjunction with our credit rating downgrades or upgrades. The spread ranges from 100 bps to 175 bps based on the adjusted credit rating. The fair valueterms of the term loans is subject to interest rate risk only to the extent of the fixed spread portion of the interest rates which does not fluctuate with change in interest rates. As of June 30, 2017, the difference between book value and fair value of our term loans was immaterial. WeCredit Agreement, we are also obligated to pay an annual commitment fee of 15 bps on the daily undrawn balance of the unfunded revolving credit facility which is also subject to an adjustment in conjunction with our credit rating downgrades or upgrades. The annual commitment feeRevolving Credit Facility at a rate that ranges from 104.5 bps to 2512.5 bps, on the daily undrawn balance of the revolving credit facility, depending upon the Company's then effectiveprevailing credit rating. As of June 30, 2017, if LIBOR-based interest rates increased by 100 bps,2022 the change would increase our annual interest expense annually by approximately $4.0 million as it relates to our borrowings under the term loans. Additionally, as ofcommitment fee was 9 bps. At June 30, 2017,2022, if our credit rating wasratings were downgraded to be below investment grade, the maximum potential increase to our annual interest expensecommitment fee for the term loans and the revolving credit facility,Revolving Credit Facility, using the highest range of the ranges discussed above, is estimated to be approximately $2.7$1 million.
Our equity investment in a publicly traded company is subject to market price risk, which we typically do not attempt to reduce or eliminate through hedging activities. As of June 30, 2022, the fair value of our investment in the marketable equity security, which began publicly trading on the Tokyo Stock Exchange on April 5, 2021, was $11.0 million. Assuming a decline of 50% in market prices, the aggregate value of our investment in the marketable equity security could decrease by approximately $6 million, based on the value as of June 30, 2022.
See Note 4,5 “Marketable Securities” to theour Consolidated Financial Statements in Part II, Item 8; “Liquidity and Capital Resources” in Management’s Discussion and Analysis of Financial Condition and Results of Operations “Liquidity and Capital Resources,” in Part II, Item 7; and Risk Factors in Part I, Item 1A of this Annual Report on Form 10-K for a description of recent market events that may affect the value of the investments in our portfolio that we held as of June 30, 2017.2022.
As of June 30, 2017,2022, we had net forward and option contracts to sell $62.3purchase $58.2 million in foreign currency in order to hedge certain currency exposures (see Note 16,17 “Derivative Instruments and Hedging Activities” to theour Consolidated Financial Statements for additional details). If we had entered into these contracts on June 30, 2017,2022, the U.S. dollar equivalent would have been $57.7$64.2 million. A 10% adverse move in all currency exchange rates affecting the contracts would decrease the fair value of the contracts by $29.6$94.2 million. However, if this occurred, the fair value of the underlying exposures hedged by the contracts would increase by a similar amount. Accordingly, we believe that, as a result of the hedging of certain of our foreign currency exposure, changes in most relevant foreign currency exchange rates should have no material impact on our incomeresults of operations or cash flows.

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ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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KLA-TENCOR

KLA CORPORATION
Consolidated Balance Sheets
 
 As of June 30,
(In thousands, except par value)20222021
ASSETS
Current assets:
Cash and cash equivalents$1,584,908 $1,434,610 
Marketable securities1,123,100 1,059,912 
Accounts receivable, net1,811,877 1,305,479 
Inventories2,146,889 1,575,380 
Other current assets502,137 320,867 
Total current assets7,168,911 5,696,248 
Land, property and equipment, net849,929 663,027 
Goodwill2,320,049 2,011,172 
Deferred income taxes579,173 270,461 
Purchased intangible assets, net1,194,414 1,185,311 
Other non-current assets484,612 444,905 
Total assets$12,597,088 $10,271,124 
LIABILITIES, NON-CONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$443,338 $342,083 
Deferred system revenue500,969 295,192 
Deferred service revenue381,737 284,936 
Short-term debt— 20,000 
Other current liabilities1,545,039 1,161,016 
Total current liabilities2,871,083 2,103,227 
Long-term debt6,660,718 3,422,767 
Deferred tax liabilities658,937 650,623 
Deferred service revenue124,618 87,575 
Other non-current liabilities882,642 631,290 
Total liabilities11,197,998 6,895,482 
Commitments and contingencies (Notes 9, 15 and 16)00
Stockholders’ equity:
Preferred stock, $0.001 par value, 1,000 shares authorized, none outstanding— — 
Common stock, $0.001 par value, 500,000 shares authorized, 279,210 and 278,435 shares issued, 141,804 and 152,776 shares outstanding, as of June 30, 2022 and June 30, 2021, respectively142 153 
Capital in excess of par value1,061,798 2,175,835 
Retained earnings366,882 1,277,123 
Accumulated other comprehensive loss(27,471)(75,557)
Total KLA stockholders’ equity1,401,351 3,377,554 
Non-controlling interest in consolidated subsidiaries(2,261)(1,912)
Total stockholders’ equity1,399,090 3,375,642 
Total liabilities and stockholders’ equity$12,597,088 $10,271,124 
 As of June 30,
(In thousands, except par value)2017 2016
ASSETS   
Current assets:   
Cash and cash equivalents$1,153,051
 $1,108,488
Marketable securities1,863,689
 1,382,806
Accounts receivable, net571,117
 613,233
Inventories732,988
 698,635
Other current assets71,221
 64,870
Total current assets4,392,066
 3,868,032
Land, property and equipment, net283,975
 278,014
Goodwill349,526
 335,177
Deferred income taxes291,967
 302,219
Purchased intangibles, net18,963
 4,331
Other non-current assets195,676
 174,659
Total assets$5,532,173
 $4,962,432
LIABILITIES AND STOCKHOLDERS’ EQUITY   
Current liabilities:   
Accounts payable$147,380
 $106,517
Deferred system profit180,861
 174,551
Unearned revenue65,507
 59,147
Current portion of long-term debt249,983
 
Other current liabilities649,431
 662,208
Total current liabilities1,293,162
 1,002,423
Non-current liabilities:   
Long-term debt2,680,474
 3,057,936
Unearned revenue59,713
 56,336
Other non-current liabilities172,407
 156,623
Total liabilities4,205,756
 4,273,318
Commitments and contingencies (Notes 13 and 14)
 
Stockholders’ equity:   
Preferred stock, $0.001 par value, 1,000 shares authorized, none outstanding
 
Common stock, $0.001 par value, 500,000 shares authorized, 261,654 and 260,619 shares issued, 156,840 and 155,955 shares outstanding, as of June 30, 2017 and June 30, 2016, respectively157
 156
Capital in excess of par value529,126
 452,818
Retained earnings848,457
 284,825
Accumulated other comprehensive income (loss)(51,323) (48,685)
Total stockholders’ equity1,326,417
 689,114
Total liabilities and stockholders’ equity$5,532,173
 $4,962,432

See accompanying notes to consolidated financial statements.Consolidated Financial Statements.

55
KLA-TENCOR

KLA CORPORATION
Consolidated Statements of Operations
 
 Year Ended June 30,
(In thousands, except per share amounts)202220212020
Revenues:
Product$7,301,428 $5,240,316 $4,328,725 
Service1,910,455 1,678,418 1,477,699 
Total revenues9,211,883 6,918,734 5,806,424 
Costs and expenses:
Costs of revenues3,592,441 2,772,165 2,449,561 
Research and development1,105,254 928,487 863,864 
Selling, general and administrative860,007 729,602 734,149 
Goodwill impairment— — 256,649 
Interest expense160,339 157,328 160,274 
Loss on extinguishment of debt— — 22,538 
Other expense (income), net4,605 (29,302)2,678 
Income before income taxes3,489,237 2,360,454 1,316,711 
Provision for income taxes167,177 283,101 101,686 
Net income3,322,060 2,077,353 1,215,025 
Less: Net income (loss) attributable to non-controlling interest253 (939)(1,760)
Net income attributable to KLA$3,321,807 $2,078,292 $1,216,785 
Net income per share attributable to KLA
Basic$22.07 $13.49 $7.76 
Diluted$21.92 $13.37 $7.70 
Weighted-average number of shares:
Basic150,494 154,086 156,797 
Diluted151,555 155,437 158,005 
 Year ended June 30,
(In thousands, except per share amounts)2017 2016 2015
Revenues:     
Product$2,703,934
 $2,250,260
 $2,125,396
Service776,080
 734,233
 688,653
Total revenues3,480,014
 2,984,493
 2,814,049
Costs and expenses:     
Costs of revenues1,287,547
 1,163,391
 1,215,229
Research and development526,870
 481,258
 530,616
Selling, general and administrative389,336
 379,399
 406,864
Loss on extinguishment of debt and other, net
 
 131,669
Interest expense122,476
 122,887
 106,009
Other expense (income), net(19,461) (20,634) (10,469)
Income before income taxes1,173,246
 858,192
 434,131
Provision for income taxes247,170
 153,770
 67,973
Net income$926,076
 $704,422
 $366,158
Net income per share:     
Basic$5.92
 $4.52
 $2.26
Diluted$5.88
 $4.49
 $2.24
Cash dividends declared per share (including a special
cash dividend of $16.50 per share declared during the three
months ended December 31, 2014)
$2.14
 $2.08
 $18.50
Weighted-average number of shares:     
Basic156,468
 155,869
 162,282
Diluted157,481
 156,779
 163,701


See accompanying notes to consolidated financial statements.Consolidated Financial Statements.

56
KLA-TENCOR

KLA CORPORATION
Consolidated Statements of Comprehensive Income

Year Ended June 30,
(In thousands)202220212020
Net income$3,322,060 $2,077,353 $1,215,025 
Other comprehensive income (loss):
Currency translation adjustments:
Cumulative currency translation adjustments(15,915)12,236 (26)
Income tax (provision) benefit4,592 (842)110 
Net change related to currency translation adjustments(11,323)11,394 84 
Cash flow hedges:
Net unrealized gains (losses) arising during the period104,952 3,782 (16,739)
Reclassification adjustments for net (gains) losses included in net income(5,919)181 (2,072)
Income tax (provision) benefit(22,105)(805)4,286 
Net change related to cash flow hedges76,928 3,158 (14,525)
Net change related to unrecognized losses and transition obligations in connection with defined benefit plans(1,438)(7,247)2,397 
Available-for-sale securities:
Net unrealized gains (losses) arising during the period(20,792)(3,678)6,029 
Reclassification adjustments for net (gains) losses included in net income306 (253)(297)
Income tax (provision) benefit4,405 843 (433)
Net change related to available-for-sale securities(16,081)(3,088)5,299 
Other comprehensive income (loss)48,086 4,217 (6,745)
Less: Comprehensive income (loss) attributable to non-controlling interest253 (939)(1,760)
Total comprehensive income attributable to KLA$3,369,893 $2,082,509 $1,210,040 
 Year ended June 30,
(In thousands)2017 2016 2015
Net income$926,076
 $704,422
 $366,158
Other comprehensive income (loss):     
Currency translation adjustments:     
Change in currency translation adjustments2,332
 (3,898) (20,740)
Change in income tax benefit or expense(562) 1,399
 8,086
Net change related to currency translation adjustments1,770
 (2,499) (12,654)
Cash flow hedges:     
Change in net unrealized gains or losses10,138
 (9,622) 13,745
Reclassification adjustments for net gains or losses included in net income(3,222) 3,722
 (6,615)
Change in income tax benefit or expense(2,470) 2,122
 (2,565)
Net change related to cash flow hedges4,446
 (3,778) 4,565
Net change related to unrecognized losses and transition obligations in connection with defined benefit plans(1,534) (4,552) (147)
Available-for-sale securities:     
Change in net unrealized gains or losses(8,568) 3,549
 (1,069)
Reclassification adjustments for net gains or losses included in net income(191) (312) (2,119)
Change in income tax benefit or expense1,439
 (520) 1,122
Net change related to available-for-sale securities(7,320) 2,717
 (2,066)
Other comprehensive income (loss)(2,638) (8,112) (10,302)
Total comprehensive income$923,438
 $696,310
 $355,856

See accompanying notes to consolidated financial statements.Consolidated Financial Statements.



57
KLA-TENCOR

KLA CORPORATION
Consolidated Statements of Stockholders’ Equity
 Common Stock and
Capital in Excess of
Par Value
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total
KLA Stockholders’
Equity
Non-Controlling InterestTotal Stockholders’
 Equity
(In thousands, except per share amounts)SharesAmount
Balances as of June 30, 2019159,475 $2,017,312 $714,825 $(73,029)$2,659,108 $18,585 $2,677,693 
Net income attributable to KLA— — 1,216,785 — 1,216,785 — 1,216,785 
Net loss attributable to non-controlling interest— — — — — (1,760)(1,760)
Other comprehensive loss— — — (6,745)(6,745)— (6,745)
Net issuance under employee stock plans1,313 29,374 — — 29,374 29,374 
Repurchase of common stock(5,327)(67,799)(753,284)— (821,083)— (821,083)
Cash dividends ($3.30 per share) and dividend equivalents declared— — (523,396)— (523,396)— (523,396)
Dividend to non-controlling interest— — — — — (1,239)(1,239)
Stock-based compensation expense— 111,381 — — 111,381 — 111,381 
Balances as of June 30, 2020155,461 2,090,268 654,930 (79,774)2,665,424 15,586 2,681,010 
Adoption of ASC 326— — (5,530)— (5,530)— (5,530)
Net income attributable to KLA— — 2,078,292 — 2,078,292 — 2,078,292 
Net loss attributable to non-controlling interest— — — — (939)(939)
Other comprehensive income— — — 4,217 4,217 — 4,217 
Net issuance under employee stock plans973 29,736 — — 29,736 — 29,736 
Repurchase of common stock(3,658)(55,414)(889,193)— (944,607)— (944,607)
Cash dividends ($3.60 per share) and dividend equivalents declared— — (561,376)— (561,376)— (561,376)
Stock-based compensation expense— 111,398 — — 111,398 438 111,836 
Net issuance on exercise of option by non-controlling interest— — — — — 127 127 
Disposal of non-controlling interest— — — — — (17,124)(17,124)
Balances as of June 30, 2021152,776 2,175,988 1,277,123 (75,557)3,377,554 (1,912)3,375,642 
Net income attributable to KLA— — 3,321,807 — 3,321,807 — 3,321,807 
Net income attributable to non-controlling interest— — — — — 253 253 
Other comprehensive income— — — 48,086 48,086 — 48,086 
Net issuance under employee stock plans796 28,644 — — 28,644 — 28,644 
Repurchase of common stock(11,768)(1,269,610)(3,592,657)— (4,862,267)— (4,862,267)
Cash dividends ($4.20 per share) and dividend equivalents declared— — (639,391)— (639,391)— (639,391)
Dividend to non-controlling interest— — — — (602)(602)
Stock-based compensation expense— 126,918 — — 126,918 126,918 
Balances as of June 30, 2022141,804 $1,061,940 $366,882 $(27,471)$1,401,351 $(2,261)$1,399,090 
 
Common Stock and
Capital in Excess of
Par Value
 
Retained
Earnings
(Accumulated Deficit)
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Total
Stockholders’
Equity
(In thousands, except per share amounts)Shares Amount 
Balances as of June 30, 2014165,448
 $1,220,504
 $2,479,113
 $(30,271) $3,669,346
Net income
 
 366,158
 
 366,158
Other comprehensive loss
 
 
 (10,302) (10,302)
Net issuance under employee stock plans1,658
 16,186
 
 
 16,186
Repurchase of common stock(9,255) (26,891) (581,965) 
 (608,856)
Cash dividends ($18.50 per share including a special cash dividend of $16.50 per share declared during the three months ended December 31, 2014) and dividend equivalents declared
 (807,391) (2,275,668) 
 (3,083,059)
Stock-based compensation expense
 55,302
 
 
 55,302
Tax benefit for equity awards
 16,664
 
 
 16,664
Balances as of June 30, 2015157,851
 474,374
 (12,362) (40,573) 421,439
Net income
 
 704,422
 
 704,422
Other comprehensive loss
 
 
 (8,112) (8,112)
Net issuance under employee stock plans1,589
 14,354
 
 
 14,354
Repurchase of common stock(3,445) (10,049) (165,694) 
 (175,743)
Cash dividends ($2.08 per share) and dividend equivalents declared
 (82,295) (241,541) 
 (323,836)
Stock-based compensation expense
 45,050
 
 
 45,050
Tax benefit for equity awards
 11,540
 
 
 11,540
Balances as of June 30, 2016155,995
 452,974
 284,825
 (48,685) 689,114
Net income
 
 926,076
 
 926,076
Other comprehensive loss
 
 
 (2,638) (2,638)
Net issuance under employee stock plans1,088
 26,132
 
 
 26,132
Repurchase of common stock(243) (766) (24,236) 
 (25,002)
Cash dividends ($2.14 per share) and dividend equivalents declared
 
 (338,208) 
 (338,208)
Stock-based compensation expense
 50,943
 
 
 50,943
Balances as of June 30, 2017156,840
 $529,283
 $848,457
 $(51,323) $1,326,417

See accompanying notes to consolidated financial statements.Consolidated Financial Statements.

58
KLA-TENCOR

KLA CORPORATION
Consolidated Statements of Cash Flows
 Year Ended June 30,
(In thousands)202220212020
Cash flows from operating activities:
Net income$3,322,060 $2,077,353 $1,215,025 
Adjustments to reconcile net income to net cash provided by operating activities:
Goodwill impairment— — 256,649 
Depreciation and amortization363,344 333,335 348,049 
Loss on extinguishment of debt— — 22,538 
Unrealized foreign exchange (gain) loss and other46,531 (19,441)13,860 
Asset impairment charges5,962 842 13,341 
Stock-based compensation expense126,918 111,836 111,381 
Deferred income taxes(329,501)(44,445)(93,110)
Gain on sale of business— (4,422)— 
Gain on fair value adjustment of marketable equity securities— (26,719)— 
Settlement of treasury lock agreement82,799 — (21,518)
Changes in assets and liabilities, net of assets acquired and liabilities assumed in business acquisitions:
Accounts receivable(510,326)(203,155)(118,362)
Inventories(567,003)(270,100)(74,817)
Other assets(217,070)(96,218)(11,147)
Accounts payable101,632 79,366 61,144 
Deferred system revenue213,368 (44,674)57,687 
Deferred service revenue129,718 45,845 22,779 
Other liabilities544,270 245,623 (24,649)
Net cash provided by operating activities3,312,702 2,185,026 1,778,850 
Cash flows from investing activities:
Proceeds from sale of assets27,658 1,855 — 
Proceeds from sale of business— 16,833 — 
Business acquisitions, net of cash acquired(479,113)— (90,143)
Capital expenditures(307,320)(231,628)(152,675)
Purchases of available-for-sale securities(987,660)(1,018,744)(798,493)
Proceeds from sale of available-for-sale securities113,538 145,533 148,969 
Proceeds from maturity of available-for-sale securities760,548 581,679 626,943 
Purchases of trading securities(121,254)(107,867)(110,241)
Proceeds from sale of trading securities116,350 111,321 115,680 
Proceeds from other investments795 614 1,086 
Net cash used in investing activities(876,458)(500,404)(258,874)
Cash flows from financing activities:
Proceeds from issuance of debt, net of issuance costs2,967,409 40,343 741,832 
Proceeds from revolving credit facility, net of costs875,000 — 450,000 
Repayment of debt(620,000)(70,000)(1,171,033)
Common stock repurchases(3,967,806)(938,607)(829,084)
Forward contract for accelerated share repurchases(900,000)— — 
Payment of dividends to stockholders(638,528)(559,353)(522,421)
Payment of dividends to subsidiary’s non-controlling interest holders(602)— (1,239)
Issuance of common stock113,014 86,098 75,634 
Tax withholding payments related to vested and released restricted stock units(84,371)(56,362)(46,260)
Contingent consideration payable and other, net(1,121)— 2,936 
Net cash used in financing activities(2,257,005)(1,497,881)(1,299,635)
Effect of exchange rate changes on cash and cash equivalents(28,941)13,460 (1,926)
Net increase in cash and cash equivalents150,298 200,201 218,415 
Cash and cash equivalents at beginning of period1,434,610 1,234,409 1,015,994 
Cash and cash equivalents at end of period$1,584,908 $1,434,610 $1,234,409 
Supplemental cash flow disclosures:
Income taxes paid, net$464,526 $326,002 $204,685 
Interest paid$154,673 $154,196 $152,651 
Non-cash activities:
Contingent consideration payable - financing activities$16,281 $(7,448)$5,326 
Dividends payable - financing activities$7,028 $6,285 $5,978 
Unsettled common stock repurchase - financing activities$— $6,000 $— 
Accrued purchase of land, property and equipment - investing activities$19,595 $30,615 $15,843 
 Year Ended June 30,
(In thousands)2017 2016 2015
Cash flows from operating activities:     
Net income$926,076
 $704,422
 $366,158
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation and amortization57,836
 66,932
 80,536
Asset impairment charges358
 1,396
 2,126
Loss on extinguishment of debt and other, net
 
 131,669
Non-cash stock-based compensation expense50,943
 45,050
 55,302
Deferred income taxes4,007
 19,804
 (24,245)
Excess tax benefit from equity awards
 (11,936) (15,403)
Net gain on sales of marketable securities and other investments(1,207) (5,887) (2,119)
Changes in assets and liabilities, net of business acquisition:     
Decrease (increase) in accounts receivable, net39,898
 (8,292) (118,520)
Decrease (increase) in inventories(46,433) (67,579) 27,500
Decrease (increase) in other assets(26,596) 14,613
 11,135
Increase in accounts payable40,100
 3,109
 848
Increase in deferred system profit6,310
 25,860
 768
Increase (decrease) in other liabilities28,373
 (27,796) 90,151
Net cash provided by operating activities1,079,665
 759,696
 605,906
Cash flows from investing activities:     
Acquisition of non-marketable securities(3,430) 
 
Business acquisition, net of cash acquired(28,560) 
 
Capital expenditures, net(38,594) (31,741) (45,791)
Proceeds from sale of assets2,947
 7,076
 
Purchases of available-for-sale securities(1,626,983) (1,175,720) (1,731,551)
Proceeds from sale of available-for-sale securities434,873
 737,817
 1,993,396
Proceeds from maturity of available-for-sale securities699,293
 602,446
 699,108
Purchases of trading securities(97,525) (68,378) (60,808)
Proceeds from sale of trading securities97,093
 73,187
 63,867
Net cash provided by (used in) investing activities(560,886) 144,687
 918,221
Cash flows from financing activities:     
Proceeds from issuance of debt, net of issuance costs
 
 3,224,906
Repayment of debt(130,000) (135,000) (916,117)
Issuance of common stock45,359
 38,298
 47,008
Tax withholding payments related to vested and released restricted stock units(19,169) (23,942) (30,229)
Common stock repurchases(25,002) (181,711) (602,888)
Payment of dividends to stockholders(343,993) (346,283) (3,041,055)
Excess tax benefit from equity awards
 11,936
 15,403
Net cash used in financing activities(472,805) (636,702) (1,302,972)
Effect of exchange rate changes on cash and cash equivalents(1,411) 2,782
 (13,991)
Net increase in cash and cash equivalents44,563
 270,463
 207,164
Cash and cash equivalents at beginning of period1,108,488
 838,025
 630,861
Cash and cash equivalents at end of period$1,153,051
 $1,108,488
 $838,025
Supplemental cash flow disclosures:     
Income taxes paid, net$234,053
 $105,187
 $69,681
Interest paid$119,998
 $120,433
 $92,982
Non-cash activities:     
Purchase of land, property and equipment - investing activities$3,299
 $2,035
 $1,843
Business acquisition holdback amounts- investing activities

$5,318
 $
 $
Unsettled common stock repurchase - financing activities$
 $
 $5,968
Dividends payable - financing activities$13,772
 $19,556
 $42,002

See accompanying notes to consolidated financial statements.Consolidated Financial Statements.

59
KLA-TENCOR

KLA CORPORATION
Notes to Consolidated Financial Statements
NOTE 1— DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business and Principles of Consolidation. KLA-Tencor KLA Corporation and its majority-owned subsidiaries (“KLA-Tencor”KLA” or the “Company”) and also referred to as “we,” “our,” “us,” or similar references) is a leading supplier of process equipment, process control equipment, and data analytics products for a broad range of industries, including semiconductors, printed circuit boards (“PCB”) and displays. We provide advanced process control and yield managementprocess-enabling solutions for themanufacturing and testing wafers and reticles, integrated circuits (“IC”), packaging, light-emitting diodes, power devices, compound semiconductor devices, microelectromechanical systems (“MEMS”), data storage, PCBs and related nanoelectronics industries. KLA-Tencor’s broadflat and flexible panel displays, as well as general materials research. We also provide comprehensive support and services across our installed base. Our extensive portfolio of inspection, metrology and metrologydata analytics products, and related service, software and other offerings primarily supports integrated circuit, which is referred to as an “IC” or “chip,”services, helps IC manufacturers achieve target yield throughout the entire semiconductor fabrication process, from research and development (“R&D”) to final volume production. KLA-Tencor provides leading-edge equipment,We develop and sell advanced vacuum deposition and etching process tools, which are used by a broad range of specialty semiconductor customers. We enable electronic device manufacturers to inspect, test and measure PCBs and flat panel displays (“FPD”) and ICs to verify their quality, deposit a pattern of desired electronic circuitry on the relevant substrate and perform three-dimensional shaping of metalized circuits on multiple surfaces. Our advanced products, coupled with our unique yield management software and support that enable IC manufacturersservices, allow us to identify, resolvedeliver the solutions our semiconductor, PCB and manage significant advanced technology manufacturing process challengesdisplay customers need to achieve their productivity goals by significantly reducing their risks and obtain higher finished product yields at lowercosts and improving their overall cost. In addition to serving the semiconductor industry, KLA-Tencor also provides a range of technology solutions to a number of other high technology industries, including the advanced packaging, light emitting diode (LED”), power devices, compound semiconductor,profitability and data storage industries, as well as general materials research. return on investment. Headquartered in Milpitas, California, KLA-Tencor haswe have subsidiaries both in the United StatesU.S. and in key markets throughout the world.
The Consolidated Financial Statements include the accounts of KLA-TencorKLA and its majority-owned subsidiaries. All significant intercompany balances and transactions have been eliminated.
Terminated Merger Agreement. On October 20, 2015,Comparability. Effective on the Company entered intofirst day of fiscal 2022, we adopted an AgreementAccounting Standards Update (“ASU”) to simplify the accounting for income taxes in Accounting Standards Codification (“ASC”) 740, Income Taxes (“ASC 740”), on a prospective basis. We also adopted an ASU to simplify the accounting for certain financial instruments with characteristics of liabilities and Planequity, including convertible instruments and contracts on an entity’s own equity, on a modified retrospective basis. The adoption of Mergerthese updates had no material impact on our Consolidated Financial Statements.
Effective on the first day of fiscal 2021, we adopted ASC 326, Measurement of Credit Losses on Financial Instruments (“ASC 326”). Prior periods were not retrospectively recast and, Reorganization (the “Merger Agreement” or “Merger”) with Lam Research Corporation (“Lam Research”) which was subjectaccordingly, the Consolidated Balance Sheet as of June 30, 2020 and the Consolidated Statement of Operations for the year ended June 30, 2020 were prepared using accounting standards that were different than those in effect as of and for the years ended June 30, 2022 and 2021.
Certain reclassifications have been made to regulatory approvals. On October 5, 2016, the parties mutually agreedprior year’s Consolidated Financial Statements to terminateconform to the Merger Agreementcurrent year presentation. The reclassifications did not have material effects on the prior year’s Consolidated Balance Sheets, Statements of Operations, Comprehensive Income and no termination fees were payable by either party.Cash Flows.
Management Estimates. The preparation of the Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions in applying the Company’sour accounting policies that affect the reported amounts of assets and liabilities (and related disclosure of contingent assets and liabilities) at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Cash Equivalents and Marketable Securities.Securities. All highly liquid debt instruments with original or remaining maturities of less than three months at the date of purchase are considered to be cash equivalents. Marketable securities are generally classified as available-for-sale for use in current operations, if required, and are reported at fair value, with unrealized gains and non-credit related unrealized losses, net of tax, presented as a separate component of stockholders’ equity under the caption “Accumulated other comprehensive income (loss).” All realized gains and losses and unrealized losses resulting from declines in fair value that are other than temporary are recorded in earnings in the period of occurrence. The specific identification method is used to determine the realized gains and losses on investments. For all investments
We regularly review the available-for-sale debt securities in debtan unrealized loss position and equity securities,evaluate the Company assesses whethercurrent expected credit loss by considering available information relevant to the impairment is other than temporary. If the fair valuecollectability of a debt security is less than its amortized cost basis, an impairment is considered other than temporary if (i) the Company has the intent to sell the security, or it is more likely than not thatsuch as historical experience, market data, issuer-specific factors including credit ratings, default and loss rates of the Company will be required to sellunderlying collateral and structure and credit enhancements, current economic conditions and reasonable and supportable forecasts. There were no credit losses on available-for-sale debt securities recognized in the security before recoveryyears ended June 30, 2022, 2021 and 2020.
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If we do not expect to recover the entire amortized cost of the security. If an impairment is considered other than temporary based on condition (i), the entire difference between the amortized cost and the fair value of the security, is recognized in earnings. If an impairment is considered other than temporary based on condition (ii), the amount representing credit losses, defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis of the debt security, will be recognized in earnings,is recorded as an allowance for credit losses with an offsetting entry to net income, and the amount relating to all other factors will bethat is not credit-related is recognized in other comprehensive income (loss) (“OCI”). The Company evaluates both qualitativeIf we have the intent to sell the security or it is more likely than not that we will be required to sell the security before recovery of its entire amortized cost basis, we first write off any previously recognized allowance for credit losses with an offsetting entry to the security’s amortized cost basis. If the allowance has been fully written off and quantitative factors such as duration and severityfair value is less than amortized cost basis, we write down the amortized cost basis of the unrealized losses, credit ratings, defaultsecurity to its fair value with an offsetting entry to net income.
Investments in Equity Securities. We hold equity securities in publicly and loss rates of the underlying collateral, structure and credit enhancements to determine if a credit loss may exist.
Non-Marketable Equity Securities and Other Investments. KLA-Tencor acquires certain equity investmentsprivately held companies for the promotion of business and strategic objectives, and, to the extent these investments continue to have strategic value, the Company typically does not attempt to reduceobjectives. Equity securities in publicly held companies, or eliminate the inherent market risks. Non-marketablemarketable equity securities, are measured and other investments are recorded at historical cost. Non-marketablefair value on a recurring basis. Equity securities in privately held companies, or non-marketable equity securities, and other investments are includedaccounted for at cost, less impairment, plus or minus observable price changes in “Other non-current assets” onorderly transactions for identical or similar securities of the balance sheet.same issuer. Non-marketable equity securities are subject to a periodic impairment review; however, since there are no open-market valuations, and the impairment analysis requires significant judgment. This analysis includes assessment of the investee’s financial condition, the business outlook for its products and technology, its projected results and cash flow, financing transactions subsequent to the acquisition of the investment, the likelihood of obtaining subsequent rounds of financing and the impact of any relevant contractual equity preferences held by us or the Companyothers. Non-marketable equity securities are included in “Other non-current assets” on the balance sheet. Realized and unrealized gains and losses resulting from changes in fair value or others.the sale of our marketable and non-marketable equity securities are recorded in “Other expense (income), net.”

Variable Interest Entities. KLA-Tencor uses We use a qualitative approach in assessing the consolidation requirement for variable interest entities. The approach focuses on identifying which enterprise has the power to direct the activities that most significantly impact the variable interest entity’s economic performance and which enterprise has the obligation to absorb losses or the right to receive benefits from the variable interest entity. In the event that the Company iswe are the primary beneficiary of a variable interest entity, the assets, liabilities, and results of operations of the variable interest entity will be included in the Company’sour Consolidated Financial Statements. The Company hasWe have concluded that none of the Company’sour equity investments require consolidation as per the Company’sbased on our most recent qualitative assessment.
Inventories. Inventories are stated at the lower of cost (on a first-in, first-out basis) or market.net realizable value. Net realizable value is calculated as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Demonstration units are stated at their manufacturing cost and written down to their net realizable value. The Company reviewsWe review and setsset standard costs semi-annually at current manufacturing costs in order to approximate actual costs. The Company’sOur manufacturing overhead standards for product costs are calculated assuming full absorption of forecasted spending over projected volumes, adjusted for excess capacity. Abnormal inventory costs such as costs of idle facilities, excess freight and handling costs, and spoilage are recognized as current period charges. The Company writesWe write down product inventory based on forecasted demand and technological obsolescence and service spare parts inventory based on forecasted usage. These factors are impacted by market and economic conditions, technology changes, new product introductions and changes in strategic direction, and require estimates that may include uncertain elements. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values.
Allowance for Doubtful Accounts.Credit Losses. A majority of the Company’sour accounts receivable are derived from sales to large multinational semiconductor and electronics manufacturers throughout the world. In order to monitor potentialWe maintain an allowance for credit losses for expected uncollectible accounts receivable, which is recorded as an offset to accounts receivable and changes in such are classified as selling, general and administrative (“SG&A”) expense in the Company performs ongoing credit evaluationsConsolidated Statements of its customers’ financial condition. An allowance for doubtfulIncome. We assess collectability by reviewing accounts is maintained for probablereceivable on a collective basis where similar risk characteristics exist and on an individual basis when we identify specific customers with known disputes or collectability issues. The estimate of expected credit losses based upon the Company’s assessment of the expected collectibility of the accounts receivable.considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. The allowance for doubtful accountscredit losses is reviewed on a quarterly basis to assess the adequacy of the allowance. Our assessment considered the impact of COVID-19 and estimates of expected credit and collectability trends. The credit losses recognized on accounts receivable were not significant as of June 30, 2022 and 2021. Volatility in market conditions and evolving credit trends are difficult to predict and may cause variability that may have a material impact on our allowance for credit losses in future periods.
Property and Equipment. Property and equipment are recorded at cost, net of accumulated depreciation. Depreciation of property and equipment is based on the straight-line method over the estimated useful lives of the assets. The following table
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sets forth the estimated useful life for various asset categories:
Asset CategoryRange of Useful Lives
Buildings30 to 3550 years
Leasehold improvementsShorter of 15 years or lease term
Machinery and equipment2 to 510 years
Office furniture and fixtures7 years
Construction-in-process assets are not depreciated until the assets are placed in service. Depreciation expense for the fiscal years ended June 30, 2017, 20162022, 2021 and 20152020 was $49.1$122.2 million, $52.6$111.1 million and $55.8$101.4 million,, respectively.
Leases. Under ASC 842 Leases, a contract is or contains a lease when we have the right to control the use of an identified asset for a period of time. We determine if an arrangement is a lease at inception of the contract, which is the date on which the terms of the contract are agreed to, and the agreement creates enforceable rights and obligations. The commencement date of the lease is the date that the lessor makes an underlying asset available for our use. On the commencement date, leases are evaluated for classification and assets and liabilities are recognized based on the present value of lease payments over the lease term.
The lease term used to calculate the lease liability includes options to extend or terminate the lease when it is reasonably certain that the option will be exercised. The right of use (“ROU”) asset is initially measured as the amount of lease liability, adjusted for any initial lease costs, prepaid lease payments and any lease incentives. Variable lease payments, consisting primarily of reimbursement of costs incurred by lessors for common area maintenance, real estate taxes and insurance, are not included in the lease liability and are recognized as they are incurred.
As most of our leases do not provide an implicit rate, we use our incremental borrowing rate at lease commencement to measure ROU assets and lease liabilities. The incremental borrowing rate used by us is based on baseline rates and adjusted by the credit spreads commensurate with our secured borrowing rate, over a similar term. We used the incremental borrowing rate on June 30, 2019 for all leases that commenced on or prior to that date. Operating lease expense is generally recognized on a straight-line basis over the lease term.
We have elected the practical expedient to account for the lease and non-lease components as a single lease component for the majority of our asset classes. For leases with a term of one year or less, we have elected not to record the ROU asset or liability.
Goodwill, and Purchased Intangible Assets. KLA-Tencor assesses goodwillAssets and Impairment Assessment. Purchased intangible assets that are not considered to have an indefinite useful life are amortized over their estimated useful lives, which generally range from six months to nine years. The carrying values of our intangible assets are reviewed for impairment annually as well as whenever events or changes in circumstances indicate that the carrying value may not be fully recoverable. Long-lived purchasedRecoverability of finite-lived intangible assets are testedis measured by comparing the carrying value of the asset to the future undiscounted cash flows the asset is expected to generate. Recoverability of indefinite-lived intangible assets is measured by comparing the carrying value of the asset to its fair value. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value.
Goodwill represents the excess of the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired. We assess goodwill for impairment annually during our third fiscal quarter or whenever events or changes in circumstances indicate that theirthe carrying amountsvalue may not be fully recoverable. We have the option to perform a qualitative assessment prior to necessitating a quantitative impairment test. The former is performed when the fair value of a reporting unit historically has significantly exceeded the carrying value of its net assets and, based on current operations, is expected to continue to do so. In the qualitative assessment, if we determine that it is more likely than not that the fair value of a reporting unit is less than the carrying value, a quantitative test is then performed, which involves comparing the estimated fair value of a reporting unit to its carrying value including goodwill. We determine the fair value of a reporting unit using the income approach which uses discounted cash flow analysis, the market approach when deemed appropriate and the necessary information is available, or a combination of both. If the fair value of a reporting unit is less than its carrying value, a goodwill impairment charge is recorded for the difference. See Note 6,7 “Goodwill and Purchased Intangible Assets” for additional details.information. Any further impairment charges could have a material adverse effect on our operating results and net asset value in the quarter and fiscal year in which we recognize the impairment charge.
Impairment of Long-Lived Assets. KLA-Tencor evaluates We evaluate the carrying value of itsour long-lived assets whenever events or changes in business circumstances indicate that the carrying value of the asset may be impaired. An impairment loss is recognized when
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estimated future cash flows expected to result from the use of the asset, including disposition, are less than the carrying value of the asset. Such an impairment charge would be measured as the excess of the carrying value of the asset over its fair value.
Concentration of Credit Risk. Financial instruments that potentially subject KLA-Tencorus to significant concentrations of credit risk consist primarily of cash equivalents, short-term marketable securities, trade accounts receivable and derivative financial instruments used in hedging activities. The Company investsWe invest in a variety of financial instruments, such as, but not limited to, certificates of deposit, corporate debt and municipal securities, United StatesU.S. Treasury and Government agency securities, and equity securities and, by policy, limitswe limit the amount of credit exposure with any one financial institution or commercial issuer. The Company hasWe have not experienced any material credit losses on itsour investments.
A majority of the Company’sour accounts receivable are derived from sales to large multinational semiconductor and electronics manufacturers located throughout the world, with a majority located in Asia. In recent years, the Company’sour customer base has become increasingly concentrated due to corporate consolidations, acquisitions and business closures, and to the extent that these customers experience liquidity issues in the future, the Companywe may be required to incur additional bad debt expense

reserve for potential credit losses with respect to trade receivables. The Company performsWe perform ongoing credit evaluations of itsour customers’ financial condition and generally requiresrequire little to no collateral to secure accounts receivable. The Company maintainsWe maintain an allowance for potential credit losses based upon expected collectibilitycollectability risk of all accounts receivable. In addition, the Companywe may utilize letters of credit (“LC”), credit insurance or non-recourse factoring to mitigate credit risk when considered appropriate.
The Company isWe are exposed to credit loss in the event of non-performance by counterparties on the foreign exchange contracts that the Company useswe use in hedging activities and in certain factoring transactions. These counterparties are large international financial institutions, and to date no such counterparty has failed to meet its financial obligations to the Companyus under such contracts.
The following customers each accounted for more than 10% of total revenues, primarily in the Semiconductor Process Control segment, for the indicated periods:
Year Ended June 30,
202220212020
Taiwan Semiconductor Manufacturing Company LimitedTaiwan Semiconductor Manufacturing Company LimitedTaiwan Semiconductor Manufacturing Company Limited
Samsung Electronics Co., Ltd.Samsung Electronics Co., Ltd.Samsung Electronics Co., Ltd.
Year ended June 30,
2017 2016 2015
Samsung Electronics Co., Ltd. Micron Technology, Inc. Intel Corporation
Taiwan Semiconductor Manufacturing Company Limited Taiwan Semiconductor Manufacturing Company Limited Samsung Electronics Co., Ltd.

 
 Taiwan Semiconductor Manufacturing Company Limited
The following customers each accounted for more than 10% of net accounts receivable as of the dates indicated below:
As of June 30,
20222021
Taiwan Semiconductor Manufacturing Company LimitedTaiwan Semiconductor Manufacturing Company Limited
As of June 30,
2017 2016
Samsung Electronics Co., Ltd. SK Hynix, Inc.
Taiwan Semiconductor Manufacturing Company Limited Taiwan Semiconductor Manufacturing Company Limited
Foreign Currency. The functional currencies of KLA-Tencor’sour foreign subsidiaries are primarily the local currencies, except as described below. Accordingly, all assets and liabilities of these foreign operations are translated to U.S. dollars at current period end exchange rates, and revenues and expenses are translated to U.S. dollars using average exchange rates in effect during the period. The gains and losses from foreign currency translation of these subsidiaries’ financial statements are recorded directly into a separate component of stockholders’ equity under the caption “Accumulated other comprehensive income (loss).”
The Company’sOur manufacturing subsidiaries in Singapore, Israel, Germany, and Germanythe United Kingdom use the U.S. dollar as their functional currency. Accordingly, monetary assets and liabilities in non-functional currency of these subsidiaries are remeasured using exchange rates in effect at the end of the period. Revenues and costs in local currency are remeasured using average exchange rates for the period, except for costs related to those balance sheet items that are remeasured using historical exchange rates. The resulting remeasurement gains and losses are included in the Consolidated Statements of Operations as incurred.
Derivative Financial Instruments. KLA-Tencor uses We use financial instruments, such as forwardforeign exchange contracts including forward and currency options transactions, to hedge a portion of, but not all, existing and forecasted foreign currency denominated transactions. The purpose of the Company’sour foreign currencyexchange hedging program is to manage the effect of exchange rate fluctuations on certain foreign currency denominated revenues, costs and eventual cash flows. The effect of exchange rate changes on forwardforeign exchange contracts is expected to offset the effect of exchange rate changes on the underlying hedged items. The Company believesWe also use rate lock agreements to hedge the risk associated with the variability of cash flows due to changes in the benchmark interest rate of the intended debt financing. We believe these financial instruments do not subject the Companyus to speculative risk that would otherwise result from changes in currency exchange rates or interest rates.
All of the Company’sour derivative financial instruments are recorded at fair value based upon quoted market prices for comparable instruments adjusted for risk of counterparty non-performance.
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For derivative instruments designated and qualifying as cash flow hedges of forecasted foreign currency denominated transactions or debt financing expected to occur within twelve12 to eighteen18 months, the effective portion of the gaingains or loss on these hedgeslosses is reported as a component of “Accumulatedin accumulated other comprehensive income (loss)” in stockholders’ equity, (“AOCI”) and is reclassified into earnings whenin the same period or periods during which the hedged transaction affects earnings. IfWe elected to include time value for the transaction being hedged fails to occur, or if a portionassessment of anyeffectiveness on all forward transactions designated as cash flow hedges. The change in fair value of the derivative is (or becomes) ineffective,recorded in AOCI until the gainhedged transaction is recognized in earnings. The assessment of effectiveness of options contracts designated as cash flow hedges excludes time value. The initial value of the component excluded from the assessment of effectiveness is recognized in earnings over the life of the derivative contract. Any differences between change in the fair value of the excluded components and the amounts recognized in earnings are recorded in AOCI. For foreign exchange contracts that are designated and qualify as a net investment hedge in a foreign operation and that meet the effectiveness requirements, the net gains or loss onlosses attributable to changes in spot exchange rates are recorded in cumulative translation within AOCI. The remainder of the associated financial instrumentchange in value of such instruments is recorded immediately in earnings.earnings using the mark-to-market approach. Recognition in earnings of amounts previously recorded in cumulative translation is limited to circumstances such as complete or substantially complete liquidation of the net investment in the hedged foreign operations. For derivative instruments usedforeign exchange contracts that are not designated as hedges, gains and losses are recognized in other expense (income), net. We use foreign exchange contracts to hedge existingcertain foreign currency denominated assets or liabilities, theliabilities. The gains orand losses on these hedgesderivative instruments are recorded immediately in earnings tolargely offset by the changes in the fair value of the assets or liabilities being hedged.

Revenue Recognition. We primarily derive revenue from the sale of process control and process-enabling solutions for the semiconductor and related electronics industries, maintenance and support of all these products, installation and training services and the sale of spare parts. Our portfolio includes yield enhancement and production solutions for manufacturing wafers and reticles, ICs, packaging, PCBs and FPDs, as well as comprehensive support and services across our installed base.
Warranty.Our solutions are generally not sold with a right of return, nor have we experienced significant returns from or refunds to our customers.
We account for a contract with a customer when there is approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.
Our revenues are measured based on consideration stipulated in the arrangement with each customer, net of any sales incentives and amounts collected on behalf of third parties, such as sales taxes. The Company provides standard warranty coveragerevenues are recognized as separate performance obligations that are satisfied by transferring control of the product or service to the customer.
Our arrangements with our customers include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. A product or service is considered distinct if it is separately identifiable from other deliverables in the arrangement and if a customer can benefit from it on its systems for 40 hours per week for 12 months, providing labor and parts necessaryown or with other resources that are readily available to repair and maintain the systems during the warranty period. customer.
The Company accounts for the estimated warranty cost as a charge to coststransaction consideration, including any sales incentives, is allocated between separate performance obligations of revenues when revenue is recognized. The estimated warranty cost isan arrangement based on historicalthe stand-alone selling price (“SSP”) for each distinct product performance and field expenses. Utilizing actual service records, the Company calculates the average service hours and parts expense per system and applies the actual labor and overhead ratesor service. Management considers a variety of factors to determine the estimated warranty charge. The Company updates these estimated charges on a regular basis. The actual productSSP, such as historical stand-alone sales of products and services, discounting strategies and other observable data.
From time to time, our contracts are modified to account for additional, or to change existing, performance and/or field expense profiles may differ, and in those cases the Company adjusts its warranty accruals accordingly (see Note 13, “Commitments and Contingencies”).obligations. Our contract modifications are generally accounted for prospectively.
Product Revenue Recognition. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectibility is reasonably assured. The Company derives
We recognize revenue from three sources—product sales at a point in time when we have satisfied our performance obligation by transferring control of systems, spare partsthe product to the customer. We use judgment to evaluate whether control has transferred by considering several indicators, including whether:
We have a present right to payment;
The customer has legal title;
The customer has physical possession;
The customer has significant risk and services. In general,rewards of ownership; and
The customer has accepted the Company recognizes revenue for systemsproduct, or whether customer acceptance is considered a formality based on history of acceptance of similar products (for example, when the system has been installed, is operating according to predetermined specifications and is accepted by the customer. When the Company has demonstrated a history of successful installation and acceptance, the Company recognizes revenue upon delivery and customer acceptance. Under certain circumstances, however, the Company recognizes revenue prior to acceptance from the customer, as follows:
When the customer fab has previously accepted the same tool, with the same
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specifications, and when the Companywe can objectively demonstrate that the tool meets all of the required acceptance criteria.
When system sales to independent distributors have no installation requirement, contain no acceptance agreement,criteria, and 100% of the payment is due based upon shipment.
Whenwhen the installation of the system is deemed perfunctory.perfunctory).
WhenNot all of the customer withholds acceptance dueindicators need to issues unrelatedbe met for us to product performance, in which case revenue is recognized whenconclude that control has transferred to the system is performing as intended and meets predetermined specifications.
customer. In circumstances in which the Company recognizes revenue is recognized prior to installation, the portionproduct acceptance, the fair value of revenue associated with our performance obligations to install the product is deferred and recognized as revenue at a point in time, once installation is deferred based on estimated fair value, and that revenue is recognized upon completion of the installation.complete.
In many instances, products are sold in stand-alone arrangements. Services are sold separately through renewals of annual maintenance contracts. The Company has multiple element revenue arrangements in cases where certain elements of a sales arrangement are not delivered and accepted in one reporting period. To determine the relative fair value of each element in a revenue arrangement, the Company allocates arrangement consideration based on the selling price hierarchy. For substantially all of the arrangements with multiple deliverables pertaining to products and services, the Company uses vendor-specific objective evidence (“VSOE”) or third-party evidence (“TPE”) to allocate the selling price to each deliverable. The Company determines TPE based on historical prices charged for products and services when sold on a stand-alone basis. When the Company is unable to establish relative selling price using VSOE or TPE, the Company uses estimated selling price (“ESP”) in its allocation of arrangement consideration. The objective of ESP is to determine the price at which the Company would transact a sale if the product or service were sold on a stand-alone basis. ESP could potentially be used for new or customized products. The Company regularly reviews relative selling prices and maintains internal controls over the establishment and updates of these estimates.
In a multiple element revenue arrangement, the Company defers revenue recognition associated with the relative fair value of each undelivered element until that element is delivered to the customer. To be considered a separate element, the product or service in question must represent a separate unit of accounting, which means that such product or service must fulfill the following criteria: (a) the delivered item(s) has value to the customer on a stand-alone basis; and (b) if the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered
item(s) is considered probable and substantially in the control of the Company. If the arrangement does not meet all the above criteria, the entire amount of the sales contract is deferred until all elements are accepted by the customer.
Trade-in rights are occasionally granted to customers to trade in tools in connection with subsequent purchases. The Company estimates the value of the trade-in right and reduces the revenue recognized on the initial sale. This amount is recognized at the earlier of the exercise of the trade-in right or the expiration of the trade-in right.
The Company entersWe enter into volume purchase agreements with some of itsour customers. The Company accruesWe adjust the transaction consideration for estimated credits earned by itsour customers for such incentives,incentives. These credits are estimated based upon the forecasted and actual product sales for any given period and agreed incentive rate. The estimate is updated at each reporting period.
We offer perpetual and term licenses for software products. The primary difference between perpetual and term licenses is the duration over which the customer can benefit from the use of the software, while the functionality and the features of the software are the same. Software is generally bundled with post-contract customer support (“PCS”), which includes unspecified software updates that are made available throughout the entire term of the arrangement. Revenue from software licenses is recognized at a point in situationstime, when the credit levels vary depending upon sales volume, the Company updates its accrual based on the amount that the Company estimates will be purchased pursuantsoftware is made available to the volume purchase agreements. Accruals for customer credits are recorded as an offset to revenue orcustomer. Revenue from PCS is deferred revenue.
Spare parts revenue is recognized when the product has been shipped, risk of loss has passed to the customerat contract inception and collection of the resulting receivable is probable.

Service and maintenance contract revenue is recognized ratably over the termservice period, or as services are performed.
Services Revenue
The majority of product sales include a standard six to 12-month warranty that is not separately paid for by the customers. The customers may also purchase an extended warranty for periods beyond the initial year as part of the initial product sale. We have concluded that the standard 12-month warranty as well as any extended warranty periods included in the initial product sales are separate performance obligations for most of our products. The estimated fair value of warranty services is deferred and recognized ratably as revenue over the warranty period, as the customer simultaneously receives and consumes the benefits of warranty services provided by us.
Additionally, we offer product maintenance contract.and support services, which the customer may purchase separately from the standard and extended warranty offered as part of the initial product sale. Revenue from separately negotiated maintenance and support service contracts is also recognized over time based on the terms of the applicable service period. Revenue from services performed in the absence of a maintenance contract, including consulting and training revenue, is recognized when the related services are performedperformed. We also sell spare parts, revenue from which is recognized when control over the spare parts is transferred to the customer.
Significant Judgments
Our contracts with our customers often include promises to transfer multiple products and collectibilityservices. Each product and service is generally capable of being distinct within the context of the contract and represents a separate performance obligation. Determining the SSP for each distinct performance obligation and allocation of consideration from an arrangement to the individual performance obligations and the appropriate timing of revenue recognition are significant judgments with respect to these arrangements. We typically estimate the SSP of products and services based on observable transactions when the products and services are sold on a stand-alone basis and those prices fall within a reasonable range. We typically have more than one SSP for individual products and services due to the stratification of these products by customers and circumstances. In these instances, we use information such as the size of the customer, geographic region, as well as customization of the products in determining the SSP. In instances where the SSP is not directly observable, we determine the SSP using information that includes market conditions, entity-specific factors, including discounting strategies, information about the customer or class of customer that is reasonably assured.available and other observable inputs. While changes in the allocation of SSP between performance obligations will not affect the amount of total revenue recognized for a particular contract, any material changes could impact the timing of revenue recognition, which could have a material effect on our financial position and results of operations.
Although the products are generally not sold with a right of return, we may provide other credits or sales incentives, which are accounted for either as variable consideration or material right, depending on the specific terms and conditions of the arrangement. These credits and incentives are estimated at contract inception and updated at the end of each reporting period if and when additional information becomes available.
As outlined above, we use judgments to evaluate whether or not the customer has obtained control of the product and consider several indicators in evaluating whether or not control has transferred to the customer. Not all of the indicators need to be met for us to conclude that control has transferred to the customer.
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Contract Assets/Liabilities
The Company sells stand-alone software that is subject to softwaretiming of revenue recognition, guidance. The Company periodically reviews selling pricesbillings and cash collections may result in accounts receivable, contract assets, and contract liabilities (deferred revenue) on our Consolidated Balance Sheets. A receivable is recorded in the period we deliver products or provide services when we have an unconditional right to determine whether VSOE exists,payment. Contract assets primarily relate to the value of products and in situations whereservices transferred to the Companycustomer for which the right to payment is unablenot just dependent on the passage of time. Contract assets are transferred to establish VSOE for undelivered elements such as post-contract service, revenueaccounts receivable when rights to payment become unconditional.
A contract liability is recognized ratably over the termwhen we receive payment or have an unconditional right to payment in advance of the service contract.
satisfaction of performance. The Company also defers the fair value of non-standard warranty bundled with equipment sales as unearned revenue. Non-standard warranty includes services incrementalcontract liabilities represent (1) deferred product revenue related to the standard 40-hour per week coverage for 12 months. Non-standard warranty is recognized ratably as revenue when the applicable warranty term period commences.
The deferred system profit balance equals the value of products that have been shipped and billed to customers and for which havecontrol has not metbeen transferred to the Company’scustomers, and (2) deferred service revenue, recognition criteria, less applicable productwhich is recorded when we receive consideration, or such consideration is unconditionally due, from a customer prior to transferring services to the customer under the terms of a contract. Deferred service revenue typically results from warranty services, and warranty costs. Deferred system profit does not includemaintenance and other service contracts.
Contract assets and liabilities related to rights and obligations in a contract are recorded net in the profit associated with product shipments to certain customers in Japan, to whom title does not transfer until customer acceptance. Shipments to such customers in Japan are classified as inventory at cost until the time of acceptance.Consolidated Balance Sheets.
Research and Development Costs. Research and development R&D costs are expensed as incurred.
Shipping and Handling Costs. Shipping and handling costs are included as a component of cost of sales.
Accounting for Stock-Based Compensation Plans. The Company accounts We account for stock-based awards granted to employees for services based on the fair value of those awards. The fair value of stock-based awards is measured at the grant date and is recognized as expense over the employee’s requisite service period. The fair value for restricted stock units (“RSU”) granted without “dividend equivalent” rights is determined using the closing price of the Company’sour common stock on the grant date, adjusted to exclude the present value of dividends which are not accrued on the restricted stock units.RSUs. The fair value for restricted stock unitsRSUs granted with “dividend equivalent” rights is determined using the closing price of the Company’sour common stock on the grant date. The award holder is not entitled to receive payments under dividend equivalent rights unless the associated restricted stock unitRSU award vests (i.e., the award holder is entitled to receive credits, payable in cash or shares of the Company’s common stock, equal to the cash dividends that would have been received on the shares of our common stock underlying the restricted stock unitsRSUs had the shares been issued and outstanding on the dividend record date, but such dividend equivalents are only paid subject to the recipient satisfying the vesting requirements of the underlying award). Compensation expense for RSUs with performance metrics is calculated based upon expected achievement of the metrics specified in the grant, or when a grant contains a market condition, the grant date fair value using a Monte Carlo simulation. The Monte Carlo simulation incorporates estimates of the potential outcomes of the market condition on the grant date fair value of each award. Additionally, the Company estimateswe estimate forfeitures based on historical experience and revisesrevise those estimates in subsequent periods if actual forfeitures differ from the estimated amounts. The fair value is determined using a Black-Scholes valuation model for purchase rights under theour Employee Stock Purchase Plan.Plan (“ESPP”). The Black-Scholes option-pricing model requires the input of assumptions, including the option’s expected term and the expected price volatility of the underlying stock. The expected stock price volatility assumption is based on the market-based historical implied volatility from traded options of the Company’sour common stock.
Accounting for Cash-Based Long-Term Incentive Compensation. Cash-based long-term incentive (“Cash LTI”) awards issued to employees under the Company’s our Cash Long-Term Incentive Plan (“Cash LTI program vestsPlan”) vest in three3 or four4 equal installments, with one-third or one-fourth of the aggregate amount of the Cash LTI award vesting on each yearly anniversary of the grant date over a three- or four-year period. In order to receive payments under a Cash LTI award, participants must remain employed by the Companyus as of the applicable award vesting date. Compensation expense related to the Cash LTI awards is recognized over the vesting term which isand adjusted for the impact of estimated forfeitures.
Accounting for Non-qualified Deferred Compensation Plan. The Company has We have a non-qualified deferred compensation plan (known as the “Executive Deferred Savings Plan” (“EDSP”)) under which certain executives and non-employee directors may defer a portion of their compensation. Participants are credited with returns based on their allocation of their account balances among measurement funds. The Company controlsWe control the investment of these funds, and the participants remain general creditors of the Company. The Company investsours. We invest these funds in certain mutual funds and such investments are classified as trading securities in the consolidated balance sheets.Consolidated Balance Sheets. Investments in trading securities are measured at fair value in the statement of financial position. Unrealized holding gains and losses for trading securities are included in earnings. Distributions from the Executive Deferred Savings PlanEDSP commence following a participant’s retirement or termination of employment or on a specified date allowed per the Executive Deferred Savings PlanEDSP provisions, except in cases where such distributions are required to be delayed in order to avoid a prohibited distribution under Internal Revenue Code Section 409A. Participants can generally elect for the distributions to be paid in a lump sum or quarterly cash payments over a scheduled period for up to 15 years and are allowed to make subsequent changes to their existing elections as permissible under the Executive Deferred Savings PlanEDSP provisions. The liability associated with the Executive Deferred Savings PlanEDSP is included as a component of other current liabilities in the consolidated balance sheets.
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Consolidated Balance Sheets. Changes in the Executive Deferred Savings PlanEDSP liability isare recorded in selling, general and administrativeSG&A expense in the consolidated statementsConsolidated Statements of operations.Operations. The net (benefit) expense (benefit) associated with changes in the liability included in selling, general and

administrativeSG&A expense was $20.9$(44.2) million, $(0.8)$56.5 million and $10.4$13.3 million for the fiscal years ended June 30, 2017, 20162022, 2021 and 2015,2020, respectively. The CompanyWe also hashave a deferred compensation asset that corresponds to the liability under the Executive Deferred Savings PlanEDSP and it is included as a component of other non-current assets in the consolidated balance sheets.Consolidated Balance Sheets. Changes in the Executive Deferred Savings PlanEDSP assets are recorded as gains (losses), net in selling, general and administrativeSG&A expense in the consolidated statementsConsolidated Statements of operations.Operations. The amount of net (losses) gains included in selling, general and administrativeSG&A expense were $20.8$(44.3) million, $0.1$56.8 million and $10.4$13.9 million for the fiscal years ended June 30, 2017, 20162022, 2021 and 2015,2020, respectively.
Income Taxes. The Company accounts We account for income taxes in accordance with the authoritative guidance, which requires that deferredincome tax effects for changes in tax laws to be recognized in the period in which the law is enacted.
Deferred tax assets and liabilities beare recognized using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. The guidance also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that certaina portion of the deferred tax asset will not be realized. The Company hasWe have determined that a valuation allowance is necessary against certaina portion of the deferred tax assets, but it anticipateswe anticipate that itsour future taxable income will be sufficient to recover the remainder of itsour deferred tax assets. However, should there be a change in the Company’sour ability to recover itsour deferred tax assets that are not subject to a valuation allowance, the Companywe could be required to record an additional valuation allowance against such deferred tax assets. This would result in an increase to the Company’sour tax provision in the period in which the Company determineswe determine that the recovery is not probable.
On a quarterly basis, we provide for income taxes based upon an estimated annual effective income tax rate. The effective tax rate is highly dependent upon the geographic composition of worldwide earnings, tax regulations governing each region, availability of tax credits and the effectiveness of our tax planning strategies. We carefully monitor the changes in many factors and adjust our effective income tax rate on a timely basis. If actual results differ from these estimates, this could have a material effect on our financial condition and results of operations.
The Company applies a two-step approach,calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. In accordance with the authoritative guidance on accounting for uncertainty in income taxes, we recognize liabilities for uncertain tax positions based on authoritative guidance, to recognizing and measuring uncertain tax positions.the two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained in audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company reevaluatesWe reevaluate these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit and new audit activity.activities. Any change in these factors could result in the recognition of a tax benefit or an additional charge to the tax provision.
We record income taxes on the undistributed earnings of foreign subsidiaries unless the subsidiaries’ earnings are considered indefinitely reinvested outside the U.S. Our effective tax rate would be adversely affected if we change our intent or if such undistributed earnings are needed for U.S. operations because we would be required to provide or pay income taxes on some or all of these undistributed earnings.
Global Intangible Low-Taxed Income. The Tax Cut and Jobs Act includes provisions for Global Intangible Low-Taxed Income (“GILTI”) wherein U.S. taxes on foreign income are imposed in excess of a deemed return on tangible assets of foreign corporations. We elect to account for GILTI as a component of current period tax expense and not recognize deferred tax assets and liabilities for the basis differences expected to reverse as a result of GILTI provisions.
Business Combinations. We allocate the fair value of the purchase price of our acquisitions to the tangible assets acquired, liabilities assumed, and intangible assets acquired, including in-process research and development (“IPR&D”), based on their estimated fair values at acquisition date. The excess of the fair value of the purchase price over the fair values of these net tangible and intangible assets acquired is recorded as goodwill. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but our estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the measurement period, which will not exceed one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the conclusion of the measurement period or final determination of the fair value of the purchase price of our acquisitions, whichever comes first, any subsequent adjustments are recorded to our Consolidated Statements of Operations.
The fair value of IPR&D is initially capitalized as an intangible asset with an indefinite life and assessed for impairment thereafter whenever events or changes in circumstances indicate that the carrying value of the IPR&D assets may not be recoverable. Impairment of IPR&D is recorded to R&D expenses. When an IPR&D project is completed, the IPR&D is reclassified as an amortizable purchased intangible asset and amortized to costs of revenues over the asset’s estimated useful life.
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Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred.
Net Income Per Share. Basic net income per share is calculated by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income per share is calculated by using the weighted-average number of common shares outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the dilutive potential shares of common stock had been issued. The dilutive effect of restricted stock unitsRSUs and options is reflected in diluted net income per share by application of the treasury stock method. The dilutive securities are excluded from the computation of diluted net loss per share when a net loss is recorded for the period as their effect would be anti-dilutive.
Contingencies and Litigation. The Company is We are subject to the possibility of losses from various contingencies. Considerable judgment is necessary to estimate the probability and amount of any loss from such contingencies. An accrual is made when it is probable that a liability has been incurred or an asset has been impaired and the amount of loss can be reasonably estimated. The Company accruesWe accrue a liability and recognizesrecognize as expense the estimated costs expected to be incurred over the next twelve months to defend or settle asserted and unasserted claims existing as of the balance sheet date. See Note 13,16 “Commitments and Contingencies” and Note 14,15 “Litigation and Other Legal Matters” for additional details.
Reclassifications. Certain reclassifications have been made to prior year financial statements to conform to the current year presentation. The reclassifications had no effect on the Consolidated Statements of Operations, Comprehensive Income, Stockholder’s Equity and Cash Flows.
Recent Accounting Pronouncements
Recently Adopted
In April 2015,December 2019, the Financial Accounting Standards Board (“FASB”) issued an ASU to simplify the accounting standard update for customer’s cloud based fees. The guidance changes what a customer must considerincome taxes in determining whether a cloud computing arrangement contains a software license. If the arrangement contains a software license, the customer would accountASC 740. This amendment removes certain exceptions and improves consistent application of accounting principles for the fees related to the software license elementcertain areas in accordance with guidance related to internal use software; if the arrangement does not contain a software license, the customer would account for the arrangement as a service contract. The CompanyASC 740. We adopted this update beginning in the first quarter of itsour fiscal year endedending June 30, 20172022 on a prospective basis and there wasthe adoption had no material impact of adoption on its consolidated financial statements.

our Consolidated Financial Statements.
In September 2015,August 2020, the FASB issued an accounting standard update on simplifyingASU to simplify the accounting for measurement-period adjustments for business combinations. This standard requirescertain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an acquirer in a business combination to recognize an impact of a measurement period adjustment in the reporting period in which the adjustment amounts are determined, rather than retrospectively adjusting previously reported amounts.entity’s own equity. The standard is effectiveeliminates the beneficial conversion feature and cash conversion models, resulting in more convertible instruments being accounted for the Company beginning in the first quarter of its fiscal year ended June 30, 2017.  The Company adopted the standard in the fiscal year ended June 30, 2017as a single unit, and there was no impact of adoption on its consolidated financial statements.
In March 2016, the FASB issued an accounting standard update to simplify certain aspects of share-based payment awards to employees, including the accounting for income taxes, an option to recognize gross stock-based compensation expense with actual forfeitures recognized as they occur and statutory tax withholding requirements, as well as certain classifications in the statement of cash flows. The update is effective for the Company beginning in the first quarter of its fiscal year ending June 30, 2018, with early adoption permitted and all ofmodifies the guidance must beon the computation of earnings per share for convertible instruments and contracts on an entity’s own equity. We adopted in the same period. However, the Company elected to early-adopt this standard update beginning in the first quarter of itsour fiscal year endedending June 30, 2017.2022 on a modified retrospective basis and the adoption had no material impact on our Consolidated Financial Statements.
Impact to Consolidated StatementsOn July 1, 2020 we adopted ASC 326, which was issued by the FASB in June 2016 as ASU No. 2016-13 Financial Instruments – Credit Losses. The ASU replaced previous incurred loss impairment guidance and established a single expected credit losses allowance framework for financial assets carried at amortized cost. It also eliminated the concept of Operations
The primary impact of adopting the standard update is a change in the recording of the excess tax benefits or deficiencies from share-based payments. Before adoption, the Company recognized the excess tax benefits or deficienciesother-than-temporary impairment and requires credit losses related to stock-based compensationcertain available-for-sale debt securities to be recorded through an allowance for credit losses. We adopted ASC 326 using the modified retrospective method, which requires a cumulative-effect adjustment to the opening balance of retained earnings to be recognized on the date of adoption and, accordingly, recorded a net decrease of $5.5 million to retained earnings as a credit or charge to additional paid-in capital (“APIC”) inof July 1, 2020. Please see the Company’s Consolidated Balance Sheets. Under the standard update, these excess tax benefits or deficiencies are recognized as a discrete tax benefit or discrete tax expense in the income tax provision in the Company’s Consolidated Statement of Operations. For the fiscal year ended June 30, 2017, the Company recognized a discrete tax benefit of $6.6 million related to net excess tax benefits mainly from stock-based compensation and dividend equivalents. The standard update requires companies to adopt the amendment related to“Allowance for Credit Losses” accounting for excess tax benefits or deficiencies on a prospective basis only and as a result, prior periods were not retrospectively adjusted.
Impact to Consolidated Statements of Cash Flowspolicy above.
In addition to the income tax consequence as described above, the standard update for share-based payment requires that cash flows from excess tax benefits related to share-based payments be reported as operating activities in the Consolidated Statements of Cash Flows. Previously, cash flows from excess tax benefit related to share-based payments were reported as financing activities. The standard update allows for two methods of adoption which are prospective or retrospective application. The Company elected to adopt this amendment on a prospective basis and as a result, prior periods were not retrospectively adjusted.
Updates Not Yet Effective
In May 2014,August 2018, the FASB issued an ASU that modifies the existing accounting standardstandards for fair value measurement disclosure. This update regarding revenue from customer contracts to transfer goodseliminates the disclosure of the amount of and services or non-financial assets unlessreasons for transfers between Level 1 and Level 2 of the contracts are covered by other standards (for example, insurance or lease contracts). Underfair value hierarchy, and the new guidance, an entity should recognize revenue in connection with the transfer of promised goods or services to customers in an amount that reflects the consideration that the entity expects to be entitled to receive in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard is effectivepolicy for the Companytiming of transfers between levels. We adopted this update beginning in the first quarter of itsour fiscal year ending June 30, 2019 with early adoption permitted beginning in the first quarter of its fiscal year ending June 30, 2018. The new standard may be applied retrospectively to each prior period presented (“full2021 on a retrospective transition method”) or retrospectively with the cumulative effect recognized as of the date of adoption (“modified retrospective transition method”). The FASB has also issued several amendments to the standard since its initial issuance. The Company intends to adopt the new standard in the first quarter of its fiscal year ending June 30, 2019 and elected a modified retrospective transition method to be applied to completed and incomplete contracts as of adoption date.
To address the significant implementation requirements of the accounting standard update, the Company has established a revenue project steering committee and cross-functional implementation team for the implementation of the standard, including a review of all significant revenue arrangements to identify any differences in the timing, measurement, presentation of revenue recognition including new disclosure requirements.




The Company has completed its preliminary assessment of the potential impact that the implementation of this new standard will have on its consolidated financial statements and believes the most significant impact may include the following:

The Company will account for the standard 12-month warranty for a majority of its products that is not separately paid for by the customers as a performance obligation since the Company provides for necessary repairs as well as preventive maintenance services for such products. The estimated fair value of the service will be deferred and recognized ratably as revenue over the warranty period.

The Company will generally recognize revenue for its products at a point of time based on judgment of whether or not the Company has satisfied its performance obligation by transferring control of the product to the customer. In evaluating whether or not control has been transferred to the customer, the Company will consider whether or not certain indicators have been met. Not all of the indicators need to be met for the Company to conclude that control has transferred to the customer. The Company will be required to use significant judgment to evaluate whether or not the factors indicate that the customer has obtained control of the productbasis and the following factors will be considered in evaluating whether or not control has transferred to the customer: the Company has a present right to payment; the customer has legal title; the customer has physical possession; the customer has significant risk and rewards of ownership; and the customer has accepted the product, or whether customer acceptance is considered a formality basedadoption had no material impact on history of acceptance of similar products.

The Company will recognize revenue for software licenses at the time of delivery since the Vendor Specific Objective Evidence (“VSOE”) requirement for undelivered element such as post-contract support is eliminated and companies are allowed to use established or best estimate selling price for the undelivered element to allocate and defer the revenue. As a result, the Company will recognize as revenue a portion of the sales price upon delivery of the software, compared to the current practice of recognizing the entire sales price ratably over the term of the service contract due to the lack of VSOE.
The Company will continue to assess the impact of the new standard, including potential changes to the accounting policies, business processes, systems and internal controls over financial reporting and its preliminary assessment of the impact is subject to change.our Consolidated Financial Statements.
In July 2015,August 2018, the FASB issued an accounting standard updateASU to amend the disclosure requirements related to defined benefit pension and other post-retirement plans. Some of the changes include adding a disclosure requirement for significant gains and losses related to changes in the benefit obligation for the subsequent measurementperiod and removing the amounts in AOCI expected to be recognized as components of inventory. The amended guidance requires entities to measure inventory atnet periodic benefit cost over the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The requirement would replace the current lower of cost or market evaluation and the accounting guidance is unchanged for inventory measured using last-in, first-out (“LIFO”) or the retail inventory method. Thenext fiscal year. We adopted this update is effective for the Company beginning in the first quarter of the Company’s fiscal year ending June 30, 20182021 on a retrospective basis and should be applied prospectively with earlythe adoption permitted as of the beginning of an interim or annual reporting period. The Company does not expect that this accounting standard update will have ahad no material effectimpact on its consolidated financial statements upon adoption.our Consolidated Financial Statements.
In January 2016,August 2018, the FASB issued an accounting standard updateASU to align the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that changesis a service contract with the accountingrequirements for financial instruments primarily relatedcapitalizing implementation costs incurred to equity investments (other than those accounted for underdevelop or obtain internal-use software. The guidance clarifies which costs should be capitalized including the equity method of accounting or those that result in consolidation ofcost to acquire the investee), financial liabilities under the fair value option,license and the presentation and disclosure requirements for financial instruments. The accounting standardrelated implementation costs. We adopted this update is effective for the Company beginning in the first quarter of itsour fiscal year ending 2019,June 30, 2021 on a prospective basis and earlythe adoption had no material impact on our Consolidated Financial Statements.
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Updates Not Yet Effective
In October 2021, FASB issued authoritative guidance that requires companies to apply revenue guidance to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination at carrying value. Under the current business combination guidance, such assets and liabilities are recognized by the acquirer at fair value on the acquisition date. This update is effective for us in the first quarter of our fiscal year ending June 30, 2024 and should be applied on a prospective basis. Early adoption is permitted. The Company isWe are currently evaluating the impact of this accounting standard updateguidance on its consolidated financial statements.our Consolidated Financial Statements.
In February 2016,
NOTE 2 — REVENUE
Contract Balances
The following table represents the FASB issued an accounting standard updateopening and closing balances of accounts receivable, contract assets and contract liabilities for the indicated periods.
As ofAs ofAs of
(In thousands, except for percentages)June 30, 2022June 30, 2021June 30, 2020Change in Fiscal 2022Change in Fiscal 2021
Accounts receivable, net$1,811,877 $1,305,479 $1,107,413 $506,398 39 %$198,066 18 %
Contract assets$114,747 $91,052 $99,876 $23,695 26 %$(8,824)(9)%
Contract liabilities$1,007,324 $667,703 $666,055 $339,621 51 %$1,648 — %
Our payment terms and conditions vary by contract type, although terms generally include a requirement of payment of 70% to 90% of total contract consideration within 30 to 60 days of shipment, with the remainder payable within 30 days of acceptance.
The change in contract assets during the fiscal year ended June 30, 2022 was mainly due to $96.2 million of revenue recognized for which amends the existing accounting standardspayment is subject to conditions other than the passage of time, partially offset by $72.6 million of contract assets reclassified to net accounts receivable as our right to consideration for leases. Consistent withthese contract assets became unconditional. Contract assets are included in other current guidance,assets on our Consolidated Balance Sheets.
The change in contract liabilities during the fiscal year ended June 30, 2022 was mainly due to the value of products and services billed to customers for which control of the products and services has not transferred to the customers, partially offset by the recognition measurement, and presentationin revenue of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification. Under$555.4 million that was included in contract liabilities as of June 30, 2021. The change in contract liabilities during the new guidance, a lessee will be required to recognize assets and liabilities for all leases with lease terms of more than 12 months. The update is effective for the Company beginning in the first quarter of its fiscal year ending June 30, 2020 using a modified retrospective transition method. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements.
In June 2016, the FASB issued an accounting standard update that changes the accounting for recognizing impairments of financial assets. Under the update, credit losses for certain types of financial instruments will be estimated based on expected losses. The update also modifies the impairment models for available-for-sale debt securities and for purchased financial assets with credit deterioration since their origination. The update is effective for the Company beginning in the first quarter of its fiscal year endingended June 30, 2021 with early adoption permitted startingwas mainly due to the value of products and services billed to customers for which control of the products and services has not transferred to the customers, partially offset by the recognition in the first quarterrevenue of fiscal year ending$526.1 million that was included in contract liabilities as of June 30, 2020. The Company is currently evaluating the impactContract liabilities are included in current and non-current liabilities on our Consolidated Balance Sheet.
Remaining Performance Obligations
As of this accounting standard update on its consolidated financial statements.

In October 2016, the FASB issued an accounting standard updateJune 30, 2022, we had $13.11 billion of remaining performance obligations, which represents our obligation to deliver products and services, and primarily consists of sales orders where written customer requests have been received. This amount excludes contract liabilities of $1.01 billion as disclosed above. We expect to recognize approximately 40% to 50% of these performance obligations as revenue beyond the income tax consequencesnext 12 months, but this estimate is subject to constant change depending upon supply chain constraints, customer slot change requests and potential elevated demand levels, which could require even longer lead times.
Practical expedients
We apply the following practical expedients in accordance with ASC 606, Revenue from Contracts with Customers:
We account for shipping and handling costs as activities to fulfill the promise to transfer goods, instead of intra-entity transfersa promised service to our customer.
We have elected to not adjust the promised amount of assets other than inventory when they occur. This eliminates the exception to postpone recognition until the asset has been sold to an outside party. This standard is effectiveconsideration for the Company beginning in the first quarter of its fiscal year ending 2019, and early adoption is permitted. It is required to be applied on a modified retrospective basis through a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements.
In January 2017, the FASB issued an accounting standard update to simplify the subsequent measurement of goodwill by removing the second step of the two-step impairment test, which requires an entity to determine the fair value of assets and liabilities similar to what is required in a purchase price allocation. Under the update, goodwill impairment will be calculated as the amount by which a reporting unit's carrying value exceeds its fair value. This standard is effective for the Company beginning in the first quarter of its fiscal year ending 2021 and requires a prospective approach to adoption. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements.
In January 2017, the FASB issued an accounting standard on clarifying the definitioneffects of a business, withsignificant financing component as we expect, at contract inception, that the objectiveperiod between when we transfer a promised good or service to a customer and when the customer pays for that good or service will generally be one year or less.
We have elected to expense costs to obtain a contract as incurred because the expected amortization period is one year or less.
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Refer to assist entities with evaluating whether transactions should be accountedNote 19 “Segment Reporting and Geographic Information” for as acquisitions (or disposals) of assets or businesses. The standard is effective for the Company for its fiscal year ending June 30, 2019.  The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. 
In March 2017, the FASB issued an accounting standard update that changes the income statement classification of net periodic benefit costinformation related to defined benefit pension and/or other postretirement benefit plans. Under the update, employers will present therevenue by geographic region as well as significant product and service cost component of net periodic benefit cost in the same statement of operations line item(s) as other employee compensation costs arising from services rendered during the period. Only the service cost component will be eligible for capitalization in assets. Employers will present the other components of the net periodic benefit costs separately from the line item(s) that includes the service cost and outside of any subtotal of operating income, if one is presented. The standard is effective for the Company beginning in the first quarter of its fiscal year ending June 30, 2019 and early adoption is permitted. It is required to be applied retrospectively, except for the provision regarding capitalization in assets which is required to be applied prospectively. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements.offerings.
In May 2017, the FASB issued an accounting standard update regarding stock compensation that provides guidance about which changes to the terms and conditions of a share-based payment award require an entity to apply modification accounting in order to reduce diversity in practice and reduce complexity.   The update is effective for the Company beginning in the first quarter of the Company’s fiscal year ending June 30, 2019 and should be applied prospectively with early adoption permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements.
NOTE 23 — FAIR VALUE MEASUREMENTS
The Company’sOur financial assets and liabilities are measured and recorded at fair value, except for our debt and certain equity investments in privately-heldprivately held companies. These equityEquity investments without a readily available fair value are generally accounted for underusing the measurement alternative. The measurement alternative is calculated as cost methodminus impairment, if any, plus or minus changes resulting from observable price changes. See Note 8 “Debt” for disclosure of accounting and are periodically assessed for other-than-temporary impairment when an event or circumstance indicates that an other-than-temporary decline inthe fair value may have occurred. The Company’sof our Senior Notes.
Our non-financial assets, such as goodwill, intangible assets, and land, property and equipment, are recorded at cost and are assessed for impairment when an event or circumstance indicates that an other-than-temporary decline in value may have occurred.

Fair Value of Financial Instruments. KLA-Tencor has We have evaluated the estimated fair value of financial instruments using available market information and valuations as provided by third-party sources. The use of different market assumptions and/or estimation methodologies could have a significant effect on the estimated fair value amounts. The fair value of the Company’sour cash equivalents, accounts receivable, accounts payable and other current assets and liabilities approximate their carrying amounts due to the relatively short maturity of these items.
Fair Value Hierarchy. The authoritative guidance for fair value measurements establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.
Level 2Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.
Level 3Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
The Company’s financial instruments Besides the transfer listed in the table below, there were classified withinno other transfers between Level 1, or Level 2 of theand Level 3 fair value hierarchy as of measurements during the year ended June 30, 2017, because they were valued using quoted market prices, broker/dealer quotes or alternative pricing sources with observable levels of price transparency. As of June 30, 2017, the2022.
The types of instruments valued based on quoted market prices in active markets included money market funds, certain U.S. Treasury securities and certain U.S. Government agency securities. Such instruments are generally classified within Level 1 of the fair value hierarchy.
As of June 30, 2017, theThe types of instruments valued based on other observable inputs included corporate debt securities, sovereign securities, andmunicipal securities, certain U.S. Government agencyTreasury securities, .and marketable equity securities subject to security specific restrictions. The market inputs used to value these instruments generally consist of market yields, reported trades and broker/dealer quotes. Such instruments are generally classified within Level 2 of the fair value hierarchy.
The principal market in which the Company executes itswe execute our foreign currency contracts is the institutional market in an over-the-counter environment with a relatively high level of price transparency. The market participants generally are large financial institutions. The Company’sOur foreign currency contracts’ valuation inputs are based on quoted prices and quoted pricing intervals from public data sources and do not involve management judgment. These contracts are typically classified within Level 2 of the fair value hierarchy.

The fair values of deferred payments and contingent consideration payable, the majority of which were recorded in connection with business combinations, were classified as Level 3 and estimated using significant inputs that were not observable in the market. See Note 6 “Business Combinations and Dispositions” for additional information.
70

Financial assets (excluding cash held in operating accounts and time deposits) and liabilities measured at fair value on a recurring basis as of the date indicated below were presented on the Company’sour Consolidated Balance SheetSheets as follows:
As of June 30, 2017 (In thousands)Total 
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
 
Significant Other
Observable Inputs
(Level 2)
Assets     
Cash equivalents:     
Corporate debt securities$76,472
 $
 $76,472
Money market funds and other616,039
 616,039
 
U.S. Government agency securities117,417
 
 117,417
Sovereign securities10,050
 
 10,050
Marketable securities:     
Corporate debt securities1,042,723
 
 1,042,723
Sovereign securities42,515
 
 42,515
U.S. Government agency securities391,409
 368,121
 23,288
U.S. Treasury securities373,299
 373,299
 
Total cash equivalents and marketable securities(1)
2,669,924
 1,357,459
 1,312,465
Other current assets:     
Derivative assets5,931
 
 5,931
Other non-current assets:     
Executive Deferred Savings Plan182,150
 136,145
 46,005
Total financial assets(1)
$2,858,005
 $1,493,604
 $1,364,401
Liabilities     
Other current liabilities:     
Derivative liabilities$(1,275) $
 $(1,275)
Total financial liabilities$(1,275) $
 $(1,275)
As of June 30, 2022 (In thousands)TotalQuoted Prices
in Active Markets
for Identical
Assets (Level 1)
Significant 
Other
Observable 
Inputs
(Level 2)
Little or No
Market Activity Inputs (Level 3)
Assets
Cash equivalents:
Corporate debt securities$922 $— $922 $— 
Money market funds and other948,027 948,027 — — 
U.S. Treasury securities22,485 — 22,485 — 
Marketable securities:
Corporate debt securities472,047 — 472,047 — 
Municipal securities60,724 — 60,724 — 
Sovereign securities5,990 — 5,990 — 
U.S. Government agency securities91,116 91,116 — — 
U.S. Treasury securities348,026 344,559 3,467 — 
Equity securities(1)
11,035 11,035 — — 
Total cash equivalents and marketable securities(2)
1,960,372 1,394,737 565,635 — 
Other current assets:
Derivative assets40,311 — 40,311 — 
Other non-current assets:
EDSP224,188 176,928 47,260 — 
Total financial assets(2)
$2,224,871 $1,571,665 $653,206 $— 
Liabilities
Derivative liabilities$(34,315)$— $(34,315)$— 
Deferred payments(2,350)— — (2,350)
Contingent consideration payable(23,674)— — (23,674)
Total financial liabilities$(60,339)$— $(34,315)$(26,024)
__________________ 
(1)Transfer from Level 2 to Level 1 as the security specific restriction expired during the first quarter of the fiscal year ending June 30, 2022.
(2)Excludes cash of $307.4$472.8 million held in operating accounts and time deposits of $39.4$274.9 million (of which $140.7 million were cash equivalents) as of June 30, 2017.2022.

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Financial assets (excluding cash held in operating accounts and time deposits) and liabilities measured at fair value on a recurring basis as of the date indicated below were presented on the Company’sour Consolidated Balance SheetSheets as follows: 
As of June 30, 2021 (In thousands)As of June 30, 2021 (In thousands)TotalQuoted Prices in
Active Markets
for Identical
Assets (Level 1)
Significant Other
Observable Inputs
(Level 2)
Little or No
Market Activity Inputs (Level 3)
AssetsAssets
Cash equivalents:Cash equivalents:
As of June 30, 2016 (In thousands)Total 
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
 
Significant Other
Observable Inputs
(Level 2)
Assets     
Cash equivalents:     
Corporate debt securities$20,569
 $
 $20,569
Money market funds and other626,156
 626,156
 
Money market funds and other$691,375 $691,375 $— $— 
U.S. Treasury securities68,748
 68,748
 
Marketable securities:     Marketable securities:
Corporate debt securities657,905
 
 657,905
Corporate debt securities468,746 — 468,746 — 
Municipal securities5,016
 
 5,016
Municipal securities70,228 — 70,228 — 
Sovereign securities41,257
 6,426
 34,831
Sovereign securities3,052 — 3,052 — 
U.S. Government agency securities405,705
 385,731
 19,974
U.S. Government agency securities145,921 145,921 — — 
U.S. Treasury securities258,754
 258,754
 
U.S. Treasury securities233,064 205,055 28,009 — 
Equity securitiesEquity securities29,930 — 29,930 — 
Total cash equivalents and marketable securities(1)
2,084,110
 1,345,815
 738,295
Total cash equivalents and marketable securities(1)
1,642,316 1,042,351 599,965 — 
Other current assets:     Other current assets:
Derivative assets1,095
 
 1,095
Derivative assets8,252 — 8,252 — 
Other non-current assets:     Other non-current assets:
Executive Deferred Savings Plan162,160
 106,149
 56,011
EDSPEDSP266,199 200,925 65,274 — 
Total financial assets(1)
$2,247,365
 $1,451,964
 $795,401
Total financial assets(1)
$1,916,767 $1,243,276 $673,491 $— 
Liabilities     Liabilities
Other current liabilities:     
Derivative liabilities$(11,647) $
 $(11,647)Derivative liabilities$(2,807)$— $(2,807)$— 
Deferred paymentsDeferred payments(4,550)— — (4,550)
Contingent consideration payableContingent consideration payable(8,514)— — (8,514)
Total financial liabilities$(11,647) $
 $(11,647)Total financial liabilities$(15,871)$— $(2,807)$(13,064)
__________________ 
(1)Excludes cash of $330.1$641.6 million held in operating accounts and time deposits of $77.1$210.6 million as of June 30, 2016.
There (of which $101.7 million were no transfers between Level 1 and Level 2 fair value measurements during the fiscal year ended June 30, 2017 or 2016. The Company did not have any assets or liabilities measured at fair value on a recurring basis within Level 3 fair value measurementscash equivalents) as of June 30, 2017 or 2016.2021. 

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NOTE 34 — FINANCIAL STATEMENT COMPONENTS
Consolidated Balance Sheets
 As of June 30,
(In thousands)20222021
Accounts receivable, net:
Accounts receivable, gross$1,832,508 $1,323,515 
Allowance for credit losses(20,631)(18,036)
$1,811,877 $1,305,479 
Inventories:
Customer service parts$402,121 $349,743 
Raw materials1,042,916 595,151 
Work-in-process451,782 453,432 
Finished goods250,070 177,054 
$2,146,889 $1,575,380 
Other current assets:
Deferred costs of revenue$124,487 $59,953 
Contract assets114,747 91,052 
Prepaid expenses108,942 76,649 
Prepaid income and other taxes89,713 68,847 
Other current assets64,248 24,366 
$502,137 $320,867 
Land, property and equipment, net:
Land$67,846 $67,862 
Buildings and leasehold improvements712,751 458,605 
Machinery and equipment819,191 743,710 
Office furniture and fixtures44,957 32,856 
Construction-in-process110,079 182,320 
1,754,824 1,485,353 
Less: accumulated depreciation(904,895)(822,326)
$849,929 $663,027 
Other non-current assets:
EDSP$224,188 $266,199 
Operating lease ROU assets126,444 102,883 
Other non-current assets133,980 75,823 
$484,612 $444,905 
Other current liabilities:
Customer credits and advances$515,118 $250,784 
Compensation and benefits351,924 305,445 
Other accrued expenses253,265 180,982 
EDSP225,867 268,028 
Income taxes payable126,964 87,320 
Interest payable39,683 36,135 
Operating lease liabilities32,218 32,322 
$1,545,039 $1,161,016 
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 As of June 30,
(In thousands)2017 2016
Accounts receivable, net:   
Accounts receivable, gross$592,753
 $634,905
Allowance for doubtful accounts(21,636) (21,672)
 $571,117
 $613,233
Inventories:   
Customer service parts$245,172
 $234,712
Raw materials240,389
 208,689
Work-in-process193,026
 187,733
Finished goods54,401
 67,501
 $732,988
 $698,635
Other current assets:   
Prepaid expenses$36,146
 $37,127
Income tax related receivables22,071
 18,190
Other current assets13,004
 9,553
 $71,221
 $64,870
Land, property and equipment, net:   
Land$40,617
 $40,603
Buildings and leasehold improvements319,306
 313,239
Machinery and equipment551,277
 507,378
Office furniture and fixtures21,328
 21,737
Construction-in-process4,597
 5,286
 937,125
 888,243
Less: accumulated depreciation and amortization(653,150) (610,229)
 $283,975
 $278,014
Other non-current assets:   
Executive Deferred Savings Plan$182,150
 $162,160
Other non-current assets13,526
 12,499
 $195,676
 $174,659
Other current liabilities:   
Executive Deferred Savings Plan$183,603
 $162,289
Compensation and benefits172,707
 224,496
Customer credits and advances95,188
 81,994
Interest payable19,396
 19,395
Warranty45,458
 34,773
Income taxes payable17,040
 27,964
Other accrued expenses116,039
 111,297
 $649,431
 $662,208
Other non-current liabilities:   
Pension liabilities$72,801
 $69,418
Income taxes payable68,439
 50,365
Other non-current liabilities31,167
 36,840
 $172,407
 $156,623
Other non-current liabilities:
Income taxes payable$367,052 $333,866 
Customer credits and advances204,914 — 
Operating lease liabilities81,369 70,739 
Pension liabilities78,525 87,602 
Other non-current liabilities150,782 139,083 
$882,642 $631,290 





Accumulated Other Comprehensive Income (Loss)
The components of accumulated other comprehensive income (loss) (“OCI”)AOCI as of the dates indicated below were as follows:
(In thousands)Currency Translation Adjustments Unrealized Gains (Losses) on Available-for-Sale Securities Unrealized Gains (Losses) on Cash Flow Hedges Unrealized Gains (Losses) on Defined Benefit Plans Total
Balance as of June 30, 2017$(30,654) $(3,869) $5,221
 $(22,021) $(51,323)
          
Balance as of June 30, 2016$(32,424) $3,451
 $775
 $(20,487) $(48,685)
          
(In thousands)Currency Translation AdjustmentsUnrealized Gains (Losses) on Available-for-Sale SecuritiesUnrealized Gains (Losses) on DerivativesUnrealized Gains (Losses) on Defined Benefit PlansTotal
Balance as of June 30, 2022$(43,886)$(15,486)$56,836 $(24,935)$(27,471)
Balance as of June 30, 2021$(32,563)$595 $(20,092)$(23,497)$(75,557)
The effects on net income of amounts reclassified from accumulated OCIAOCI to the Consolidated Statements of Operations for the indicated periods were as follows (in thousands):
Location in the Consolidated Statements of OperationsYear Ended June 30,
 Location in the Consolidated Statements of Operations Year ended June 30,
Accumulated OCI Components 2017 2016
AOCI ComponentsAOCI ComponentsLocation in the Consolidated Statements of Operations202220212020
Unrealized gains (losses) on cash flow hedges from foreign exchange and interest rate contracts Revenues $2,846
 $(2,926)Unrealized gains (losses) on cash flow hedges from foreign exchange and interest rate contracts$10,688 $384 $4,086 
 Costs of revenues (378) (1,551)Costs of revenues and operating expenses(3,762)551 (1,377)
 Interest expense 754
 755
Interest expense(1,007)(1,116)(637)
 Net gains reclassified from accumulated OCI $3,222
 $(3,722)
    Net gains (losses) reclassified from AOCI$5,919 $(181)$2,072 
Unrealized gains (losses) on available-for-sale securities Other expense (income), net $191
 $312
Unrealized gains (losses) on available-for-sale securitiesOther expense (income), net$(306)$253 $297 
The amounts reclassified out of accumulated OCIAOCI related to the Company’sour defined benefit pension plans, which were recognized as a component of net periodic cost for the fiscal years ended June 30, 20172022, 2021 and 20162020 were $1.9$1.4 million, $1.2 million and $1.4$1.2 million, respectively. For additional details, refer to Note 11,13 “Employee Benefit Plans.”
Consolidated Statements of Operations
The following table shows other expense (income), net for the indicated periods:
 Year Ended June 30,
(In thousands)202220212020
Other expense (income), net:
Interest income$(8,695)$(8,929)$(21,646)
Foreign exchange losses, net3,925 5,005 4,236 
Net realized losses (gains) on sale of investments306 (253)(297)
Other9,069 (25,125)20,385 
$4,605 $(29,302)$2,678 
74
 Year ended June 30,
(In thousands)2017 2016 2015
Other expense (income), net:     
Interest income$(23,270) $(14,507) $(12,545)
Foreign exchange losses, net641
 1,235
 1,764
Net realized gains on sale of investments(191) (311) (2,119)
Other3,359
 (7,051) 2,431
 $(19,461) $(20,634) $(10,469)


Table of Contents
NOTE 45 — MARKETABLE SECURITIES
The amortized cost and fair value of marketable securities as of the dates indicated below were as follows:
As of June 30, 2017 (In thousands)
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 Fair Value
Corporate debt securities$1,120,548
 $598
 $(1,951) $1,119,195
Money market funds and other616,039
 
 
 616,039
Sovereign securities52,621
 
 (56) 52,565
U.S. Government agency securities510,553
 62
 (1,789) 508,826
U.S. Treasury securities374,676
 52
 (1,429) 373,299
Subtotal2,674,437
 712
 (5,225) 2,669,924
Add: Time deposits(1)
39,389
 
 
 39,389
Less: Cash equivalents845,639
 
 (15) 845,624
Marketable securities$1,868,187
 $712
 $(5,210) $1,863,689
       
As of June 30, 2016 (In thousands)
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 Fair Value
As of June 30, 2022 (In thousands)As of June 30, 2022 (In thousands)Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
Corporate debt securities$676,259
 $2,372
 $(157) $678,474
Corporate debt securities$481,881 $$(8,915)$472,969 
Money market funds and other626,156
 
 
 626,156
Money market funds and other948,027 — — 948,027 
Municipal securities5,014
 2
 
 5,016
Municipal securities61,973 — (1,249)60,724 
Sovereign securities41,224
 38
 (5) 41,257
Sovereign securities6,041 (53)5,990 
U.S. Government agency securities404,889
 830
 (14) 405,705
U.S. Government agency securities92,273 26 (1,183)91,116 
U.S. Treasury securities326,321
 1,181
 
 327,502
U.S. Treasury securities378,871 18 (8,378)370,511 
Equity securities(1)
Equity securities(1)
3,211 7,824 — 11,035 
Subtotal2,079,863
 4,423
 (176) 2,084,110
Subtotal1,972,277 7,873 (19,778)1,960,372 
Add: Time deposits(1)
77,131
 
 
 77,131
Add: Time deposits(2)
Add: Time deposits(2)
274,873 — — 274,873 
Less: Cash equivalents778,451
 1
 (17) 778,435
Less: Cash equivalents1,112,146 — (1)1,112,145 
Marketable securities$1,378,543
 $4,422
 $(159) $1,382,806
Marketable securities$1,135,004 $7,873 $(19,777)$1,123,100 
As of June 30, 2021 (In thousands)As of June 30, 2021 (In thousands)Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
Corporate debt securitiesCorporate debt securities$468,192 $689 $(135)$468,746 
Money market funds and otherMoney market funds and other691,375 — — 691,375 
Municipal securitiesMunicipal securities70,155 106 (33)70,228 
Sovereign securitiesSovereign securities3,045 — 3,052 
U.S. Government agency securitiesU.S. Government agency securities145,810 160 (49)145,921 
U.S. Treasury securitiesU.S. Treasury securities233,052 129 (117)233,064 
Equity securities(1)
Equity securities(1)
3,211 26,719 — 29,930 
SubtotalSubtotal1,614,840 27,810 (334)1,642,316 
Add: Time deposits(2)
Add: Time deposits(2)
210,636 — — 210,636 
Less: Cash equivalentsLess: Cash equivalents793,040 — — 793,040 
Marketable securitiesMarketable securities$1,032,436 $27,810 $(334)$1,059,912 
__________________ 
(1)Unrealized gains on equity securities included in our portfolio consist of the initial fair value adjustment recorded upon a security becoming marketable.
(2)Time deposits excluded from fair value measurements.
KLA-Tencor’sOur investment portfolio consists ofincludes both corporate and government securities that have a maximum maturity of three years. The longer the duration of these securities, the more susceptible they are to changes in market interest rates and bond yields. As yields increase, those securities with a lower yield-at-cost show a mark-to-market unrealized loss. AllMost of our unrealized losses are due to changes in market interest rates, and bond yields and/or credit ratings. The Company believesyields. We believe that it haswe have the ability to realize the full value of all of these investments upon maturity. As of June 30, 2022, we had 547 investments in an unrealized loss position. Our investments that were in a continuous loss position of 12 months or more, as well as the unrealized losses on those investments, were immaterial.
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The following table summarizes the fair value and gross unrealized losses of the Company’sour investments that were in an unrealized loss position as of the datedates indicated below:
As of June 30, 2022 (In thousands)Fair ValueGross
Unrealized
Losses
Corporate debt securities$458,699 $(8,915)
Municipal securities58,722 (1,249)
Sovereign securities2,963 (53)
U.S. Government agency securities60,285 (1,183)
U.S. Treasury securities336,819 (8,378)
Total$917,488 $(19,778)
As of June 30, 2017 (In thousands)Fair Value 
Gross
Unrealized
Losses(1)
Corporate debt securities$716,934
 $(1,940)
U.S. Government agency securities328,868
 (1,786)
U.S. Treasury securities324,555
 (1,429)
Sovereign securities42,515
 (55)
Total$1,412,872
 $(5,210)

 __________________ 
(1)
As of June 30, 2017, the amount of total gross unrealized losses related to investments that had been in a continuous loss position for 12 months or more was immaterial.

As of June 30, 2021 (In thousands)Fair ValueGross
Unrealized
Losses
Corporate debt securities$161,012 $(135)
Municipal securities21,605 (33)
U.S. Government agency securities38,904 (49)
U.S. Treasury securities117,761 (117)
Total$339,282 $(334)
The contractual maturities of securities classified as available-for-sale, regardless of their classification on the Company’sour Consolidated Balance Sheet,Sheets, as of the date indicated below were as follows:
As of June 30, 2022 (In thousands)Amortized
Cost
Fair Value
Due within one year$571,149 $573,696 
Due after one year through three years563,855 549,404 
$1,135,004 $1,123,100 
As of June 30, 2017 (In thousands)
Amortized
Cost
 Fair Value
Due within one year$661,679
 $661,184
Due after one year through three years1,206,508
 1,202,505
 $1,868,187
 $1,863,689
Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Realized gains on available for sale securities for the fiscal years ended June 30, 2017, 2016and2015 were $0.4 million, $0.9 million and $2.4 million, respectively. Realized losses on available for sale securities were immaterial for allthe fiscal years presented.ended June 30, 2022, 2021 and 2020.

NOTE 56 - BUSINESS COMBINATIONCOMBINATIONS AND DISPOSITIONS

Fiscal 2022 Acquisitions
On June 9, 2017,May 1, 2022, we acquired the Companyoutstanding shares of a privately held company for total purchase consideration of $8.6 million, paid in cash. We allocated the purchase price to the tangible and identified intangible assets acquired and liabilities assumed based on their preliminary estimated fair values, and residual goodwill was allocated to the Wafer Inspection and Patterning reporting unit. The goodwill recognized was not deductible for tax purposes.
On February 28, 2022, we completed the acquisition of 100% of the outstanding shares of ECI Technology, Inc. (“ECI”), a privately-heldprivately held company, that designs and manufactures optical profilers and defect inspection systems for advanced semiconductor packaging, LED and data storage industries, for totalaggregate purchase consideration of $36.9$431.5 million, including cash paid in cash. ECI is a provider of $31.6 million at closing. The remaining acquisition holdback amount of $5.3 million will be paid before the end of calendar year 2017. The primary reasonchemical management systems for the acquisition issemiconductor, photovoltaic and PCB industries. KLA acquired ECI to expand the Company’sextend and enhance our portfolio of products.products and services.

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The aggregate purchase consideration has been preliminarily allocated as follows (in thousands):
Total purchase consideration$443,176 
Less: cash acquired(11,652)
Total purchase consideration, net of cash acquired$431,524 
Allocation
Accounts receivable15,044 
Inventory13,552 
Goodwill271,783 
Intangible assets208,400 
Other assets5,188 
Accrued officers' bonus(23,889)
Other liabilities(12,759)
Deferred tax liabilities(45,795)
$431,524 
The following table representspurchase price was allocated to tangible and identified intangible assets acquired and liabilities assumed based on their preliminary estimated fair values, which were determined using generally accepted valuation techniques based on estimates and assumptions made by management at the time of the acquisition. These estimates and assumptions are subject to change during the measurement period, which is not expected to exceed one year. Any adjustments to our preliminary purchase price allocation and summarizesidentified during the aggregate estimated fair value ofmeasurement period will be recognized in the net assets acquired onperiod in which the closing date of the acquisition:
(In thousands)Preliminary Purchase Price Allocation
Intangible assets$17,660
Goodwill14,280
Assets acquired (including cash and marketable securities of $3.2 million)6,294
Liabilities assumed(1,334)
  Fair value of net assets acquired

$36,900

adjustments are determined.
The operating results of the acquired entity have been included in the Company’s consolidated financial statements for the fiscal year ending June 30, 2017. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired. The $14.3$271.8 million of goodwill was assigned to the Global ServiceWafer Inspection and Support (“GSS”),Patterning reporting unit, and the Other reporting units. Noneamount recognized was not deductible for tax purposes. The goodwill was primarily attributable to the assembled workforce of the acquired company and planned growth in new markets.
The estimated fair value and weighted-average useful life of the acquired intangible assets are as follows:
(In thousands)Fair ValueWeighted-Average Useful Lives
Existing technology(1)
$117,900 8
Customer relationships(2)
52,400 7
Order backlog(3)
35,000 1.5
Trade name/trademark(4)
3,100 3
Total identified intangible assets$208,400 
_________________
(1)Existing technology was identified from the products of ECI and its fair value was determined using the Relief-from-Royalty method under the income approach, which estimates the cost savings generated by a company related to the ownership of an asset for which it would otherwise have had to pay royalties or license fees on revenues earned through the use of the asset. The discount rate used was determined at the time of measurement based on an analysis of the implied internal rate of return of the transaction, weighted-average cost of capital and weighted-average return on assets. The economic useful life was determined based on the technology cycle related to each developed technology, as well as the cash flows over the forecast period.
(2)Customer relationships represent the fair value of the existing relationships with ECI’s customers and its fair value was determined using the Multi-Period Excess Earning Method which involves isolating the net earnings attributable to the asset being measured based on present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. The economic useful life was determined based on historical customer turnover rates.
(3)Order backlog primarily relates to the dollar value of purchase arrangements with customers, effective as of a given point in time, that are based on mutually agreed terms which, in some cases, may still be subject to completion of written documentation and may be changed or cancelled by the customer, often without penalty. ECI’s backlog consists of these arrangements with assigned shipment dates expected, in most cases, within 12 months. The fair value was determined
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using the Multi-Period Excess Earning Method. The economic useful life is based on the time to fulfill the outstanding order backlog obligation.
(4)Trade name / trademark primarily relates to ECI’s name. The fair value was determined by applying the Relief-from-Royalty Method under the income approach. The economic useful life was determined based on the expected life of the trade names, trademarks and domain names.
We believe the amounts of purchased intangible assets recorded above represent the fair values and approximate the amounts a market participant would pay for these intangible assets as of the acquisition date.
On July 1, 2021, we acquired Anchor Semiconductor Inc., a privately held company, primarily to expand our products and services offerings, for a total purchase consideration of $81.7 million, including post-closing working capital adjustments, as well as the fair value of the promise to pay an additional consideration up to $35.0 million contingent on the achievement of certain revenue milestones. As of June 30, 2022, the estimated fair value of the additional consideration was $13.5 million, which was classified as a current liability on the Consolidated Balance Sheet. The total purchase consideration was allocated as follows: $31.7 million to identifiable intangible assets, $26.4 million to net tangible assets, $8.0 million to deferred tax liabilities, and $31.5 million to goodwill. The goodwill was assigned to the Wafer Inspection and Patterning reporting unit, and the amount recognized was not deductible for tax purposes.
We have included the financial results of the fiscal 2022 acquisitions in our Consolidated Financial Statements from their respective acquisition dates, and these results were not material to our Consolidated Financial Statements.
As of June 30, 2022, we have $23.7 million of contingent consideration recorded for the Anchor acquisition and other acquisitions from the fiscal year ended June 30, 2019, of which $17.2 million is classified as a current liability and $6.5 million as a non-current liability on the Consolidated Balance Sheet.
Fiscal 2020 Acquisitions
On April 24, 2020, we acquired a product line from a public company for total purchase consideration of $11.4 million, of which $2.2 million was allocated to goodwill. Goodwill recognized was assigned to the Wafer Inspection and Patterning reporting unit, and was deductible for income tax purposes.

On August 22, 2019, we acquired the outstanding shares of Qoniac GmbH, a privately held company, primarily to expand our products and services offerings, for a total purchase consideration of $94.0 million inclusive of measurement period adjustments of $0.2 million as well as the fair value of the promise to pay an additional consideration up to $60.0 million contingent on the achievement of certain revenue milestones. As of June 30, 2022, the estimated fair value of the additional consideration was zero. The $54.2 million of goodwill was assigned to the Wafer Inspection and Patterning reporting unit and was not deductible for income tax purposes.
We have included the financial results of the fiscal 2020 acquisitions in our Consolidated Financial Statements from their respective acquisition dates, and these results were not material to our Consolidated Financial Statements.
Acquisition-related Costs
Our acquisition-related costs are primarily included within SG&A expenses in our Consolidated Statements of Operations. We incurred insignificant acquisition-related costs for the fiscal 2022 and fiscal 2020 acquisitions.
Assets Held for Sale
In the third quarter of fiscal 2022, management committed to a plan to sell Orbograph Ltd. (“Orbograph”), a non-core business engaged in the development and marketing of character recognition solutions to banks, financial and other payment processing institutions and healthcare providers, of which we own approximately 94% as of June 30, 2022. We determined that all of the criteria for held-for-sale accounting were met and, consequently, we designated the net assets and liabilities of Orbograph, which is in our PCB, Display and Component Inspection segment, as held for sale. We expect to complete the sale in the next 12 months. In addition, based on available information, we determined that the carrying value of net assets held for sale did not exceed fair value less costs to sell; therefore, no impairment was recorded in the three months ended June 30, 2022.
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As of June 30, 2022 the balances of Orbograph's net assets held for sale were as follows (in thousands):
Cash$2,651 
Trade and other receivables, net14,748 
Fixed assets1,652 
Intangible assets18,588 
Goodwill42,622 
Other long-term assets1,404 
Trade and other payables(5,448)
Other liabilities(7,338)
Minority interest(39)
$68,840 
NOTE 67 — GOODWILL AND PURCHASED INTANGIBLE ASSETS
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in the current and prior business combinations. We have 4 reportable segments and 6 operating segments. The Company has fouroperating segments are determined to be the same as reporting units: Wafer Inspection, Patterning, GSS, and Others. units.
The following table presents goodwill balancescarrying value and the movements by reporting unit during the fiscal years ended June 30, 20172022 and 2016:
2021(1):
(In thousands)(In thousands)Wafer Inspection and PatterningGlobal Service and Support (“GSS”)Specialty Semiconductor ProcessPCB and DisplayComponent InspectionTotal
Balance as of June 30, 2020Balance as of June 30, 2020$416,840 $25,908 $681,858 $907,221 $13,575 $2,045,402 
Goodwill disposal from sale of business(2)
Goodwill disposal from sale of business(2)
— — — (34,250)— (34,250)
Foreign currency adjustmentForeign currency adjustment20 — — — — 20 
Balance as of June 30, 2021Balance as of June 30, 2021416,860 25,908 681,858 872,971 13,575 2,011,172 
Acquired goodwillAcquired goodwill308,952 — — — — 308,952 
(In thousands) Wafer Inspection Patterning GSS Others Total
Balance as of June 30, 2015 $332,783
(1) 
$2,480
(2) 
$
 $
 $335,263
Goodwill reallocation (51,671)
(3) 
50,775
(3) 

 896
(3) 

Foreign currency adjustment (86) 
 
 
 (86)Foreign currency adjustment(75)— — — — (75)
Balance as of June 30, 2016 281,026
 53,255
 
 896
 335,177
Acquired goodwill 
 
 2,856
 11,424
 14,280
Foreign currency adjustment 69
 
 
 
 69
Balance as of June 30, 2017 $281,095
 $53,255
 $2,856
 $12,320
 $349,526
Balance as of June 30, 2022Balance as of June 30, 2022$725,737 $25,908 $681,858 $872,971 $13,575 $2,320,049 
___________________________________
(1)The balance as of June 30, 2015, reflects goodwill for the Defect Inspection reporting unit under the old reporting structure which was renamed as Wafer Inspection under a new reporting structure after certain components were allocated out.
(2)The balance as of June 30, 2015, reflects goodwill for the Metrology reporting unit under the old reporting structure which was renamed as Patterning under a new reporting structure after certain components were allocated in.
(3)The Company made certain organizational changes and consolidated its product division effective in the first quarter of fiscal 2016. The reorganization resulted in the reallocation of certain goodwill balances as noted above.
(1)No goodwill was assigned to the Other reporting unit, and accordingly is not disclosed in the table above.
(2)Refer to the Non-controlling Interest section of Note 10 “Equity, Long-term Incentive Compensation Plans and Non-Controlling Interest” for more information on the sale of PixCell Medical Technologies Ltd. (“PixCell”).
Goodwill is not subject to amortization but is tested for impairment annually during the third fiscal quarter, as well as whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
We performed the required annual goodwill impairment tests as of February 28, 2022 and 2021, and concluded that goodwill was not impaired. As a result of our qualitative assessments, we determined that it was not necessary to perform the quantitative assessments at those times. The required annual goodwill impairment tests for our fiscal year ended June 30, 2020 were performed as of February 28, 2020. We completed qualitative assessments for all reporting units and concluded that goodwill was not impaired for the Wafer Inspection and Patterning, Global Service and Support, and Component Inspection reporting units. However, due to the downward revision of the financial outlook for the Specialty Semiconductor Process and PCB and Display reporting units as well as the impact of the elevated risk and macroeconomic slowdown driven by the COVID-19 pandemic, we performed a quantitative goodwill impairment assessment for these 2 reporting units. As a result of the assessment, we recorded $144.2 million and $112.5 million in impairment charges in the Specialty Semiconductor Process and PCB and Display reporting units, respectively, during the quarter ended March 31, 2020.
Goodwill as of June 30, 2022, 2021 and 2020 is net of accumulated impairment losses of $534.2 million, of which $277.6 million which were recorded prior towas included in the fiscal year ended June 30, 2014. The acquired goodwill during the fiscal year ended June 30, 2017 resulted from the acquisition of certain assetsWafer Inspection and liabilities of a privately-held company. See Note 5 “Business Combination” for additional details.
The Company performed a qualitative assessment of the goodwill byPatterning reporting unit, as$144.2 million was included in the Specialty Semiconductor Process reporting unit, and $112.5 million was included in the PCB and Display reporting unit.
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Table of November 30, 2016 during the three months ended December 31, 2016 and concluded that it was more likely than not that the fair value of each of the reporting units exceeded its carrying amount. In assessing the qualitative factors, the Company considered the impact of key factors including change in industry and competitive environment, market capitalization, stock price, earnings multiples, budgeted-to-actual revenue performance from prior year, gross margin and cash flow from operating activities. As such, it was not necessary to perform the two-step quantitative goodwill impairment test at that time. In addition, thereContents
There have been no significant events or circumstances affecting the valuation of goodwill subsequent to the qualitative assessment performed in the secondthird quarter of the fiscal year ended June 30, 2017.2022. The next annual assessment of goodwill by reporting unit is scheduled to be performed in the secondthird quarter of the fiscal year ending June 30, 2018.2023.
Purchased Intangible Assets
The components of purchased intangible assets as of the dates indicated below were as follows:
(In thousands)As of June 30, 2022As of June 30, 2021
CategoryRange of
Useful Lives
(in years)
Gross
Carrying
Amount
Accumulated
Amortization and Impairment
Net
Amount
Gross
Carrying
Amount
Accumulated
Amortization and Impairment
Net
Amount
Existing technology4-8$1,523,691 $668,175 $855,516 $1,382,612 $499,219 $883,393 
Customer relationships4-9366,567 167,819 198,748 305,817 131,386 174,431 
Trade name/trademark4-7121,083 68,194 52,889 117,383 53,493 63,890 
Order backlog and other<1-987,836 58,970 28,866 50,403 49,962 441 
Intangible assets subject to amortization2,099,177 963,158 1,136,019 1,856,215 734,060 1,122,155 
IPR&D64,457 6,062 58,395 63,256 100 63,156 
Total$2,163,634 $969,220 $1,194,414 $1,919,471 $734,160 $1,185,311 
(In thousands)  As of June 30, 2017 As of June 30, 2016
Category
Range of
Useful Lives
 
Gross
Carrying
Amount
 
Accumulated
Amortization and Impairment
 
Net
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization and Impairment
 
Net
Amount
Existing technology4-7 years $157,259
 $140,346
 $16,913
 $141,659
 $138,160
 $3,499
Trade name/Trademark7 years 20,993
 19,902
 1,091
 19,893
 19,743
 150
Customer relationships7-8 years 55,680
 54,959
 721
 54,980
 54,298
 682
Backlog<1 year 260
 22
 238
 
 
 
Total  $234,192
 $215,229
 $18,963
 $216,532
 $212,201
 $4,331
IntangiblePurchased intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be fully recoverable. Impairment indicators primarily include the declines in our operating cash flows from the use of these assets. If impairment indicators are present, we are required to perform a recoverability test by comparing the sum of the estimated undiscounted future cash flows attributable to these long-lived assets to their carrying value.

For the fiscal years endedAs of June 30, 2017, 20162022 and 2015, amortization2021, there were no impairment indicators for purchased intangible assets.
Amortization expense for purchased intangible assets for the periods indicated below was $3.0 million, $7.6 million and $15.8 million, respectively. The increase inas follows:
Year Ended June 30,
(In thousands)202220212020
Amortization expense - Cost of revenues$168,957 $156,596 $145,823 
Amortization expense - SG&A60,017 49,531 74,532 
Amortization expense - R&D124 125 224 
Total$229,098 $206,252 $220,579 
Based on the purchased intangible assets’ gross carrying value resulted from the acquisition of a privately-held company. See Note 5 “Business Combination” for additional details. Based on the intangible assets recorded as of June 30, 2017, and assuming no subsequent additions to, or impairment of, the underlying assets,2022, the remaining estimated annual amortization expense is expected to be as follows:
Fiscal Year Ending June 30:Amortization
(In thousands)
2023$260,161 
2024237,723 
2025221,421 
2026205,407 
2027127,861 
Thereafter83,446 
Total$1,136,019 
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Fiscal year ending June 30:
Amortization
(In thousands)
2018$4,172
20192,409
20202,409
20212,409
20222,409
Thereafter5,155
Total$18,963


Table of Contents
NOTE 78 — DEBT
The following table summarizes theour debt of the Company as of June 30, 20172022 and June 30, 2016:2021:
As of June 30, 2022As of June 30, 2021
Amount
(In thousands)
Effective
Interest Rate
Amount
(In thousands)
Effective
Interest Rate
Fixed-rate 4.650% Senior Notes due on November 1, 2024$1,250,000 4.682 %$1,250,000 4.682 %
Fixed-rate 5.650% Senior Notes due on November 1, 2034250,000 5.670 %250,000 5.670 %
Fixed-rate 4.100% Senior Notes due on March 15, 2029800,000 4.159 %800,000 4.159 %
Fixed-rate 5.000% Senior Notes due on March 15, 2049400,000 5.047 %400,000 5.047 %
Fixed-rate 3.300% Senior Notes due on March 1, 2050750,000 3.302 %750,000 3.302 %
Fixed-rate 4.650% Senior Notes due on July 15, 20321,000,000 4.657 %— — %
Fixed-rate 4.950% Senior Notes due on July 15, 20521,200,000 5.009 %— — %
Fixed-rate 5.250% Senior Notes due on July 15, 2062800,000 5.259 %— — %
Revolving Credit Facility275,000 2.258 %— — %
Fixed-rate 3.590% Note Payable due on February 20, 2022— — %20,000 2.300 %
Total6,725,000 3,470,000 
Unamortized discount/premium, net(19,304)(7,168)
Unamortized debt issuance costs(44,978)(20,065)
Total$6,660,718 $3,442,767 
Reported as:
Short-term debt— 20,000 
Long-term debt6,660,718 3,422,767 
Total$6,660,718 $3,442,767 
 As of June 30, 2017 As of June 30, 2016
 
Amount
(in thousands)
 
Effective
Interest Rate
 Amount
(in thousands)
 
Effective
Interest Rate
Fixed-rate 2.375% Senior notes due on November 1, 2017$250,000
 2.396% $250,000
 2.396%
Fixed-rate 3.375% Senior notes due on November 1, 2019250,000
 3.377% 250,000
 3.377%
Fixed-rate 4.125% Senior notes due on November 1, 2021500,000
 4.128% 500,000
 4.128%
Fixed-rate 4.650% Senior notes due on November 1, 2024(1)
1,250,000
 4.682% 1,250,000
 4.682%
Fixed-rate 5.650% Senior notes due on November 1, 2034250,000
 5.670% 250,000
 5.670%
Term loans446,250
 2.137% 576,250
 1.714%
Total debt2,946,250
   3,076,250
  
Unamortized discount(2,901)   (3,312)  
Unamortized debt issuance costs(12,892)   (15,002)  
Total debt$2,930,457
   $3,057,936
  
        
Reported as:       
Current portion of long-term debt$249,983
   $
  
Long-term debt2,680,474
   3,057,936
  
Total debt$2,930,457
   $3,057,936
  
__________________ 
(1)The effective interest rate disclosed above for this series of Senior Notes excludes the impact of the treasury rate lock hedge discussed below. The effective interest rate including the impact of the treasury rate lock hedge was 4.626%.

As of June 30, 2017, future principal payments for the long-term debt are summarized as follows.
Fiscal year ending June 30,
Amount
(In thousands)
2018$250,000
2019
2020696,250
2021
2022500,000
Thereafter1,500,000
Total payments$2,946,250
Senior Notes:Notes and Debt Redemption:
In November 2014, the CompanyJune 2022, we issued $2.50$3.00 billion aggregate principal amount of senior, unsecured long-term notes (collectively referred to(the “2022 Senior Notes”) as “Senior Notes”). The Company issuedfollows: $1.00 billion of 4.650% senior, unsecured notes due July 15, 2032; $1.20 billion of 4.950% senior, unsecured notes due July 15, 2052; and $800.0 million of 5.250% senior, unsecured notes due July 15, 2062. A portion of the net proceeds of the 2022 Senior Notes as partare intended to be used to purchase up to a maximum aggregate principal amount of $500.0 million of our 2014 Senior Notes due 2024; refer to Note 21 “Subsequent Events” to our Consolidated Financial Statements for more information on the purchase of a portion of our 2014 Senior Notes due 2024. The remainder of the leveraged recapitalization plan under whichnet proceeds were used for share repurchases and for general corporate purposes.
In February 2020, we issued $750.0 million aggregate principal amount of senior, unsecured notes (the “2020 Senior Notes”) and used the proceeds from theto redeem $500.0 million of our Senior Notes in conjunction with the proceeds from the term loans (described below) and cash on hand were used (x) to fund a special cash dividend of $16.50 per share, aggregating to approximately $2.76 billion, (y) to redeem $750.0 million of 2018 Senior Notes,due 2021, including associated redemption premiums, accrued interest and other fees and expenses, to repay borrowings of $200.0 million under the prior Revolving Credit Facility (the “Prior Revolving Credit Facility”), and (z) for other general corporate purposes, including repurchasespurposes. The redemption resulted in a pre-tax net loss on extinguishment of shares pursuantdebt of $22.5 million for the fiscal year ended June 30, 2020.
In March 2019 and November 2014, we issued $1.20 billion and $2.50 billion, respectively (the “2019 Senior Notes” and “2014 Senior Notes,” respectively, and, together with the 2020 Senior Notes and the 2022 Senior Notes, the “Senior Notes”), aggregate principal amount of senior, unsecured notes. In each of November 2017 and October 2019, we repaid $250.0 million of Senior Notes.
In February 2020, S&P Global Ratings (“S&P”) upgraded its credit rating of the Company to “BBB+” and revised its outlook to stable, which permanently eliminated interest rate adjustments and the Company’s stock repurchase program.interest rate on the 2014 Senior Notes became fixed. The interest rate specifiedrates for each series of the 2022 Senior Notes, will be2020 Senior Notes and 2019 Senior Notes are not subject to adjustments from time to time if Moody’s Investor Service, Inc. (“Moody’s”) or Standard & Poor’s Ratings Services (“S&P”) or, under certain circumstances, a substitute rating agency selected by us as a replacement for Moody’s or S&P, as the case may be (a “Substitute Rating Agency”), downgrades (or subsequently upgrades) its rating assigned to the respective seriescredit ratings-based rate adjustments.
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Table of Senior Notes such that the adjusted rating is below investment grade. If the adjusted rating of any series of Senior Notes from Moody’s (or, if applicable, any Substitute Rating Agency) is decreased to Ba1, Ba2, Ba3 or B1 or below, the stated interest rate on such series of Senior Notes as noted above will increase by 25 bps, 50 bps, 75 bps or 100 bps, respectively (“bps” refers to Basis Points and 1% is equal to 100 bps). If the rating of any series of Senior Notes from S&P (or, if applicable, any Substitute Rating Agency) with respect to such series of Senior Notes is decreased to BB+, BB, BB- or B+ or below, the stated interest rate on such series of Senior Notes as noted above will increase by 25 bps, 50 bps, 75 bps or 100 bps, respectively. The interest rates on any series of Senior Notes will permanently cease to be subject to any adjustment (notwithstanding any subsequent decrease in the ratings by any of Moody’s, S&P and, if applicable, any Substitute Rating Agency) if such series of Senior Notes becomes rated “Baa1” (or its equivalent) or higher by Moody’s (or, if applicable, any Substitute Rating Agency) and “BBB+” (or its equivalent) or higher by S&P (or, if applicable, any Substitute Rating Agency), or one of those ratings if rated by only one of Moody’s, S&P and, if applicable, any Substitute Rating Agency, in each case with a stable or positive outlook. In October 2014, the CompanyContents
Since fiscal 2015, we have entered into a series4 sets of forward contracts to lock the 10-year treasurybenchmark interest rate (“benchmark rate”) on a portionportions of our Senior Notes prior to issuance (“Rate Lock Agreements”). Upon issuance of the Senior Notes with a notional amountassociated debt, the Rate Lock Agreements were settled and their fair values were recorded within AOCI. The resulting gains and losses from these transactions are amortized to interest expense over the lives of $1.00 billion in aggregate.the associated debt. For additional details on the forward contracts, refer to Note 16,17 “Derivative Instruments and Hedging Activities.”
The original discountdiscounts on the 2022 Senior Notes, 2020 Senior Notes, the 2019 Senior Notes and the 2014 Senior Notes amounted to $12.8 million, $0.3 million, $6.7 million and $4.0 million, respectively and isare being amortized over the life of the debt. Interest is payable as follows: semi-annually on January 15 and July 15 of each year for the 2022 Senior Notes; semi-annually on March 1 and September 1 of each year for the 2020 Senior Notes; semi-annually on March 15 and September 15 of each year for the 2019 Senior Notes; and semi-annually on May 1 and November 1 of each year.year for the 2014 Senior Notes. The debt indenture (therelevant indentures for the Senior Notes (collectively, the “Indenture”) includesinclude covenants that limit the Company’sour ability to grant liens on itsour facilities and enter into sale and leaseback transactions, subject to certain allowances under which certain sale and leaseback transactions are not restricted. As of June 30, 2017, the Company was in compliance with all of its covenants under the Indenture associated with the Senior Notes.transactions.
In certain circumstances involving a change of control followed by a downgrade of the rating of a series of Senior Notes by at least two of Moody’s Investors Service, S&P and Fitch Inc., unless the Company haswe have exercised its rightour rights to redeem the Senior Notes of such series, the Companywe will be required to make an offer to repurchase all or, at the holder’s option, any part, of each holder’s Senior Notes of that series pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Companywe will be required to offer payment in cash equal to 101% of the aggregate principal amount of Senior Notes repurchased plus accrued and unpaid interest, if any, on the Senior Notes repurchased, up to, but not including, the date of repurchase.
Based on the trading prices of the Senior Notes on the applicable dates, theThe fair value of the Senior Notes as of June 30, 20172022 and June 30, 20162021 was approximately $2.67$6.39 billion and $2.68$3.98 billion, respectively. While the Senior Notes are recorded at cost, the fair value of the long-term debt was determined based on quoted prices in markets that are not active; accordingly, the long-term debt is categorized as Level 2 for purposes of the fair value measurement hierarchy.

As of June 30, 2022, we were in compliance with all of our covenants under the Indenture associated with the Senior Notes.
Revolving Credit Facility:
As of March 31, 2022, we had in place a Credit Agreement (the “Prior Credit Agreement”) providing for a $1.00 billion five-year unsecured Prior Revolving Credit Facility (Term Loanswith a maturity date of November 30, 2023. In the fourth quarter of fiscal 2022, we replaced the Prior Credit Agreement and UnfundedPrior Revolving Credit Facility):
In November 2014,Facility with a renegotiated Credit Facility (the “Credit Agreement”) and renegotiated unsecured Revolving Credit Facility (the “Revolving Credit Facility”) having a maturity date of June 8, 2027 that allows us to borrow up to $1.50 billion. Subject to the Company entered into $750.0 millionterms of five-year senior unsecured prepayable term loans and a $500.0 million unfunded revolving credit facility (collectively, the “Credit Facility”) under the Credit Agreement, (the “Credit Agreement”). The interestthe Revolving Credit Facility may be increased by an amount up to $250.0 million in the aggregate. As of June 30, 2021, we had no aggregate principal amount of borrowings under the Prior Revolving Credit Facility. During the fiscal year ended June 30, 2022, the Company borrowed $600.0 million under the Prior Revolving Credit Facility and made principal payments of $600.0 million. As of June 30, 2022, we had an aggregate principal amount of $275.0 million outstanding under the Revolving Credit Facility, which was borrowed in the fourth quarter of fiscal 2022.
We may borrow, repay and reborrow funds under the Revolving Credit Facility until the maturity date, at which time may exercise 2 one-year extension options with the consent of the lenders. We may prepay outstanding borrowings under the Revolving Credit Facility at any time without a prepayment penalty.
Borrowings under the Revolving Credit Facility can be made as Term Secured Overnight Financing (“SOFR”) Loans or Alternate Base Rate (“ABR”) Loans, at the Company's option. In the event that Term SOFR is unavailable, any Term SOFR elections will be payable onconverted to Daily Simple SOFR, as long as it is available. Each Term SOFR Loan will bear interest at a rate per annum equal to the borrowed amounts atapplicable Adjusted Term SOFR rate, which is equal to the London Interbank Offered Rate (“LIBOR”)applicable Term SOFR rate plus 10 bps that shall not be less than zero, plus a spread which is currentlyranging from 75 bps to 125 bps, and this spread is subject to adjustment in conjunction withas determined by the Company’s credit rating downgrades or upgrades. Theratings at the time. Each ABR Loan will bear interest at a rate per annum equal to the ABR plus a spread rangesranging from 1000 bps to 17525 bps, based onas determined by the Company’s then effective credit rating. The Company isratings at the time. We are also obligated to pay an annual commitment fee of 15 bps on the daily undrawn balance of the revolving credit facility,Revolving Credit Facility, which is alsoranges from 4.5 bps to 12.5 bps, subject to an adjustment in conjunction with changes to our credit rating. The applicable interest rates and commitment fees are also subject to adjustment based on the Company’s credit rating downgrades or upgrades by Moody’sperformance against certain environmental sustainability key performance indicators related to greenhouse gas emissions and S&P. The annualrenewable electricity usage. As of June 30, 2022, the all-in interest rate of the $275.0 million outstanding Term SOFR loans reflected the applicable Adjusted Term SOFR plus a spread of 100 bps and the applicable commitment fee ranges from 10 bps to 25 bps on the daily undrawn balance of the revolving credit facility, depending upon the then effective credit rating. Principal payments with respect to the term loans will be made on the last dayRevolving Credit Facility was 9 bps.
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Table of each calendar quarter, and any unpaid principal balance of the term loans, including accrued interest, shall be payable on November 14, 2019 (the “Maturity Date”). The Company may prepay the term loans and unfunded revolving credit facility at any time without a prepayment penalty. During the year ended June 30, 2017, the Company made term loan principal payments of $130.0 million. The remaining term loan balance of $446.3 million as of June 30, 2017 is due in the fiscal quarter ending December 31, 2019.Contents
The Prior Revolving Credit Facility requires the Companyrequired us to maintain an interest expense coverage ratio as described in the Prior Credit Agreement, on a quarterly basis, covering the trailing four4 consecutive fiscal quarters, of no less than 3.50 to 1.00. In addition, the Company is required to maintain theThe Revolving Credit Facility removed that requirement. The maximum leverage ratio as described in the Credit Agreement, on a quarterly basis, of 3.00is 3.50 to 1.00, covering the trailing four4 consecutive fiscal quarters for each fiscal quarter.quarter, which may be increased to 4.00 to 1.00 for a period of time in connection with a material acquisition or a series of material acquisitions. As of June 30, 2022, our maximum allowed leverage ratio was 3.50 to 1.00.
The Company wasWe were in compliance with the financialall covenants under the Credit Agreement as of June 30, 2017 and had no outstanding borrowings under the unfunded revolving credit facility.2022.
Debt Redemption:Notes Payable:
In December 2014,2020 we sold promissory notes to a financial institution, borrowing an aggregate of $40.0 million (“Notes Payable”). Of the Company redeemedaggregate amount borrowed, $20.0 million matured and was paid on February 20, 2021 and the $750.0balance of $20.0 million aggregate principal amountmatured and was paid on February 22, 2022. The premium of $0.3 million from the sale of the 2018 Senior Notes.Notes Payable was amortized over the life of the debt. The redemption resulted in a pre-tax net loss on extinguishmentproceeds from the sale of debtthe Notes Payable were used for general corporate purposes.
NOTE 9 — LEASES
We have operating leases for facilities, vehicles and other equipment. Our facility leases are primarily used for administrative functions, R&D, manufacturing, and storage and distribution. Our finance leases are not material.
Our existing leases do not contain significant restrictive provisions or residual value guarantees; however, certain leases contain provisions for the payment of $131.7maintenance, real estate taxes, or insurance costs by us. Our leases have remaining lease terms ranging from less than one year to 15 years, including periods covered by options to extend the lease when it is reasonably certain that the option will be exercised.
Lease expense was $36.6 million, $38.9 million and $35.1 million for the three monthsfiscal years ended December 31, 2014 after an offsetJune 30, 2022, 2021 and 2020, respectively. Expense related to short-term leases, which are not recorded on the Consolidated Balance Sheets, was not material for the fiscal years ended June 30, 2022 and 2021. As of a $1.2 million gain uponJune 30, 2022 and 2021, the terminationweighted-average remaining lease term was 4.8 years and 4.6 years, respectively and the weighted-average discount rate was 2.18% and 1.64%, respectively.
Supplemental cash flow information related to leases was as follows:
Year Ended June 30,
(In thousands)20222021
Operating cash outflows from operating leases$37,994 $38,118 
ROU assets obtained in exchange for new operating lease liabilities$55,886 $39,292 
Maturities of the non-designated forward contract entered by the Company in November 2014. The objectivelease liabilities as of entering into the non-designated forward contract was to lock the treasury rate used to determine the redemption amountJune 30, 2022 were as follows:
Fiscal Year Ending June 30:Amount
(In thousands)
2023$34,305 
202425,281 
202519,348 
202615,436 
202711,484 
2028 and thereafter14,850 
Total lease payments120,704 
Less imputed interest(7,117)
Total$113,587 
As of the 2018 Senior Notes. The notional amountJune 30, 2022, we did not have any material leases that had not yet commenced.
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Table of the non-designated forward contract was $750.0 million. Refer to Note 16, “Derivative Instruments and Hedging Activities.”Contents
NOTE 810 — EQUITY, AND LONG-TERM INCENTIVE COMPENSATION PLANS AND NON-CONTROLLING INTEREST
Equity Incentive Program
As of June 30, 2017, the Company had two plans under which the Company was2022, we were able to issue new equity incentive awards, such as restricted stock unitsRSUs and stock options, to itsour employees, consultants and members of itsour Board of Directors: theDirectors under our 2004 Equity Incentive Plan (the “2004 Plan”) and the 1998 Director Plan (the “Outside Director Plan”).
2004 Plan:
The 2004 Plan provides for the grant of options to purchase shares of the Company’s common stock, stock appreciation rights, restricted stock units, performance shares, performance units and deferred stock units to the Company’s employees, consultants and members of its Board of Directors. As of June 30, 2017, 3.1with 9.2 million shares were available for issuance under the 2004 Plan.issuance.
Any 2004 Plan awards of restricted stock units,RSUs, performance shares, performance units or deferred stock units with a per share or unit purchase price lower than 100% of fair market value on the grant date are counted against the total number of shares issuable under the 2004 Plan as follows, based on the grant date of the applicable award: (a) for any such awards granted before November 6, 2013, the awards counted against the 2004 Plan share reserve as 1.8 shares for every one share subject thereto; and (b) for any such awards granted on or after November 6, 2013, the awards count against the 2004 Plan share reserve as 2.02 shares for every one share subject thereto.
In addition, the plan administrator has the ability to grant “dividend equivalent” rights in connection with awards of restricted stock units,RSUs, performance shares, performance units and deferred stock units before they are fully vested. The plan administrator, at its discretion, may grant a right to receive dividends on the aforementioned awards which may be settled in cash or Companyour stock at the discretion of the plan administrator subject to meeting the vesting requirement of the underlying awards.

Assumed Equity Plans
Outside Director Plan
As of the Orbotech Ltd. (“Orbotech”) Acquisition on February 20, 2019 (“Acquisition Date”), we assumed outstanding equity incentive awards under Orbotech equity incentive plans (the “Assumed Equity Plans”). The Outside Director Plan only permitsawards under the issuanceAssumed Equity Plans, previously issued in the form of stock options and RSUs, were generally settled as follows:
a)Each award of Orbotech’s stock options and RSUs that was outstanding and vested immediately prior to the non-employee membersAcquisition Date (collectively, the “Vested Equity Awards”) was canceled and terminated and converted into the right to receive the purchase consideration in respect of such Vested Equity Awards as of the BoardAcquisition Date, and in the case of Directors.stock options, less the exercise price.
b)Each award of Orbotech’s stock options and RSUs that was outstanding and unvested immediately prior to the Acquisition Date was assumed by us (each, an “Assumed Option” and “Assumed RSU,” and collectively the “Assumed Equity Awards”) and converted to stock options and RSUs exercisable for the number of shares of our common stock based on the exchange ratio defined in the acquisition agreement. The Assumed Equity Awards generally retain all of the rights, terms and conditions of the respective plans under which they were originally granted, including the same service-based vesting schedule, applicable thereto.
As of the Acquisition Date, the estimated fair value of the Assumed Equity Awards was $55.0 million, of which $13.3 million was recognized as goodwill and the balance of $41.7 million is being recognized as stock-based compensation (“SBC”) expense over the remaining service period of the Assumed Equity Awards. The fair value of the Assumed Equity Awards for services rendered through the Acquisition Date was recognized as a component of the merger consideration, with the remaining fair value related to the post-combination services being recorded as SBC over the remaining vesting period.
A total of 14,558 and 518,971 shares of our common stock underlie the Assumed Options and RSUs and had an estimated weighted-average fair value at the Acquisition Date of $53.3 and $104.5 per share, respectively. All Assumed Options were fully exercised as of June 30, 2020. As of June 30, 2017, 1.7 million2022, there were 20,799 shares were available for grantof our common stock underlying the outstanding Assumed RSUs under the Outside Director Plan.Assumed Equity Plans.
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Equity Incentive Plans - General Information
The following table summarizes the combined activity under the Company’sour equity incentive plans for the indicated periods:
plans:
(In thousands)
Available
For Grant(1)(3)(5)
Balances as of June 30, 201420198,80411,613 
Restricted stock unitsRSUs granted(1)(3)(2)
(1,191(1,174))
Restricted stock units canceled(1)RSUs granted adjustment(4)
196103 
Options canceled/expired/forfeitedRSUs canceled11218 
Plan shares expired(2)
(10)
Balances as of June 30, 2015(4)
2020
7,81010,760 
Restricted stock unitsRSUs granted(1)(3)(2)
(1,541(761))
Restricted stock units canceled(1)RSUs granted adjustment(4)
509102 
RSUs canceled152 
Balances as of June 30, 201620216,77810,253 
Restricted stock unitsRSUs granted(1)(3)(2)
(2,169(1,152))
Restricted stock units canceled(1)RSUs granted adjustment(4)
10139 
RSUs canceled102 
Balances as of June 30, 201720224,7109,242 
__________________
(1)The number of restricted stock units reflects the application of the award multiplier as described above (1.8x or 2.0x depending on the grant date of the applicable award).
(2)Represents the portion of shares listed as “Options canceled/expired/forfeited” above that were issued under the Company’s equity incentive plans other than the 2004 Plan and the Outside Director Plan. Because the Company is only currently authorized to issue equity awards under the 2004 Plan and the Outside Director Plan, any equity awards that are canceled, expired or forfeited under any other Company equity incentive plan do not result in additional shares being available to the Company for future grant.
(3)Includes restricted stock units granted to senior management with performance-based vesting criteria (in addition to service-based vesting criteria for any of such restricted stock units that are deemed to have been earned). As of June 30, 2017, it had not yet been determined the extent to which (if at all) the performance-based vesting criteria had been satisfied. Therefore, this line item includes all performance-based restricted stock units granted during the fiscal year, reported at the maximum possible number of shares that may ultimately be issuable if all applicable performance-based criteria are achieved at their maximum levels and all applicable service-based criteria are fully satisfied (84 thousand shares, 0.7 million shares and 0.6 million shares for the fiscal years ended June 30, 2017, 2016 and 2015, respectively, after application of the 1.8x or 2.0x multiplier described above).
(4)During the fiscal year ended June 30, 2015, the Company adjusted the number of shares subject to outstanding options under the 2004 Plan by an aggregate of 4,245 shares pursuant to a proportionate and equitable adjustment for the effect of the special cash dividend, as required by the 2004 Plan. The total number of outstanding options under the 2004 Plan as well as the associated exercise prices were adjusted to ensure the aggregate intrinsic value remained the same after considering the effect of the special cash dividend. As the adjustment was required by the 2004 Plan, under the authoritative guidance, the adjustment to the outstanding awards did not result in any incremental compensation expense. Additionally, the adjustment did not have an impact on the shares available for future issuance under the 2004 Plan.
(1)The number of RSUs reflects the application of the award multiplier of 2.0x as described above.
(2)Includes RSUs granted to senior management with performance-based vesting criteria (in addition to service-based vesting criteria for any of such RSUs that are deemed to have been earned) (“performance-based RSU”). As of June 30, 2022, it had not yet been determined the extent to which (if at all) the performance-based vesting criteria had been satisfied. Therefore, this line item includes all such performance-based RSUs granted during the fiscal year, reported at the maximum possible number of shares that may ultimately be issuable if all applicable performance-based criteria are achieved at their maximum levels and all applicable service-based criteria are fully satisfied (0.2 million shares, 0.2 million shares and 0.4 million shares for the fiscal years ended June 30, 2022, 2021 and 2020, respectively, reflecting the application of the 2.0x multiplier described above).
(3)Includes RSUs granted to executive management during the fiscal year ended June 30, 2019 with both a market condition and a service condition (“market-based RSU”). Under the award agreements, the vesting of the market-based RSUs is contingent on achieving total stockholder return (including stock price appreciation and cash dividends) objectives on a per share basis of equal to or greater than 150%, 175% and 200% multiplied by the measurement price of $116.39 during the five-year period ending March 20, 2024. The awards are split into 3 tranches and, to the extent that total stockholder return targets have been met, one-third of the maximum number of shares available under these awards will vest on each of the third, fourth, and fifth anniversaries of the grant date. As of June 30, 2022, the market conditions were met, resulting in all three tranches being eligible to vest, subject to the service condition.
(4)Represents the portion of RSUs granted with performance-based vesting criteria and reported at the actual number of shares issued upon achievement of the performance vesting criteria during the fiscal years ended June 30, 2022, 2021, and 2020.
(5)No additional stock options, RSUs or other awards will be granted under the Assumed Equity Plans.
The fair value of stock-based awards is measured at the grant date and is recognized as an expense over the employee’s requisite service period. For restricted stock unitsRSUs granted without “dividend equivalent” rights, fair value is calculated using the closing price of the Company’sour common stock on the grant date, adjusted to exclude the present value of dividends which are not accrued on those restricted stock units.RSUs. The fair value for restricted stock unitsRSUs granted with “dividend equivalent” rights is determined using the closing price of the Company’sour common stock on the grant date. AsThe fair value for market-based RSUs is estimated on the grant date using a Monte Carlo simulation model with the following assumptions: expected volatilities ranging from 27.8% to 28.1%, based on a combination of June 30, 2017implied volatility from traded options on our common stock and the historical volatility of our common stock; dividend yield ranging from 2.4% to 2.5%, based on our current expectations for our anticipated dividend policy; risk-free interest rate ranging from 2.3% to 2.4%, based on the Company accrued $13.8 millionimplied yield available on U.S. Treasury zero-coupon issues with terms equal to the contractual terms of dividends payable,each tranche; and an expected term which included both a special cash dividendtakes into consideration the vesting term and quarterly cash dividends for the unvested restricted stock units outstanding ascontractual term of the dividend record date.market-based award. The awards are amortized over service periods of threefour, and five years, which is the longer of the explicit service period or the period in which the market target is expected to be met. The fair value for purchase rights under the Company’s Employee Stock Purchase Planour ESPP is determined using a Black-Scholes valuation model.

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The following table shows pre-tax stock-based compensationSBC expense for the indicated periods: 
Year Ended June 30,
(In thousands)202220212020
SBC expense by:
Costs of revenues$21,108 $17,355 $14,680 
R&D27,618 23,337 23,530 
SG&A78,192 71,144 73,171 
Total SBC expense$126,918 $111,836 $111,381 
 Year ended June 30,
(In thousands)2017 2016 2015
Stock-based compensation expense by:     
Costs of revenues$5,338
 $4,689
 $7,242
Research and development8,089
 8,618
 12,259
Selling, general and administrative37,516
 31,743
 35,801
Total stock-based compensation expense$50,943
 $45,050
 $55,302
As a result SBC capitalized as inventory as of the early adoption of the accounting standard update on accounting for share-based payment awards in the first quarter of its fiscal year ended June 30, 2017, the Company recorded excess tax benefits in the provision for income taxes of $6.6 million. See Note 1, “Description of Business2022 and Summary of Significant Accounting Policies” for additional details.2021 was $8.6 million and $8.0 million, respectively.

Restricted Stock Units
The following table shows stock-based compensation capitalized as inventory as of the dates indicated below:
(In thousands)As of June 30,
2017 2016
Inventory$2,820
 $2,685

Restricted Stock Units
The following table shows the applicable number of restricted stock unitsactivity and weighted-average grant date fair value for restricted stock units granted, vested and released, withheld for taxes, and forfeitedRSUs during the fiscal year ended June 30, 2017 and restricted stock units outstanding as of June 30, 2017 and 2016:2022: 
Shares
(In thousands) (1)
Weighted-Average
Grant Date
Fair Value
Restricted Stock Units
Shares
(In thousands) (1)
 
Weighted-Average
Grant Date
Fair Value
Outstanding restricted stock units as of June 30, 2016(2)
1,849
 $56.41
Outstanding RSUs as of June 30, 2021(2)
Outstanding RSUs as of June 30, 2021(2)
1,710 $133.76 
Granted(2)
1,085
 $78.83
Granted(2)
576 $353.27 
Granted adjustments(3)
Granted adjustments(3)
(19)$118.47 
Vested and released(383) $52.73
Vested and released(377)$121.36 
Withheld for taxes(259) $52.73
Withheld for taxes(240)$121.36 
Forfeited(51) $59.77
Forfeited(57)$164.11 
Outstanding restricted stock units as of June 30, 2017(2)
2,241
 $68.24
Outstanding RSUs as of June 30, 2022(2)
Outstanding RSUs as of June 30, 2022(2)
1,593 $218.03 
 __________________ 
(1)Share numbers reflect actual shares subject to awarded restricted stock units. As described above, under the terms of the 2004 Plan, the number of shares subject to each award reflected in this number is multiplied by either 1.8x or 2.0x (depending on the grant date of the award) to calculate the impact of the award on the share reserve under the 2004 Plan.
(2)Includes restricted stock units granted to senior management with performance-based vesting criteria (in addition to service-based vesting criteria for any of such restricted stock units that are deemed to have been earned). As of June 30, 2017, it had not yet been determined the extent to which (if at all) the performance-based vesting criteria had been satisfied. Therefore, this line item includes all performance-based restricted stock units, reported at the maximum possible number of shares (i.e., 42 thousand shares the fiscal years ended June 30, 2017 and 0.3 million shares for each of the fiscal years ended June 30, 2016 and 2015) that may ultimately be issuable if all applicable performance-based criteria are achieved at their maximum and all applicable service-based criteria are fully satisfied.
(1)Share numbers reflect actual shares subject to awarded RSUs. Under the terms of the 2004 Plan, the number of shares subject to each award reflected in this number is multiplied by 2.0x to calculate the impact of the award on the share reserve under the 2004 Plan.
(2)Includes performance-based RSUs. As of June 30, 2022, it had not yet been determined the extent to which (if at all) the performance-based criteria had been satisfied. Therefore, this line item includes all such RSUs, reported at the maximum possible number of shares (i.e., 0.1 million shares for the fiscal year ended June 30, 2022) that may ultimately be issuable if all applicable performance-based criteria are achieved at their maximum.
(3)Represents the portion of RSUs granted with performance-based vesting criteria and reported at the actual number of shares issued upon achievement of the performance vesting criteria during the fiscal year ended June 30, 2022.
The restricted stock unitsRSUs granted by the Companyus generally vest (a) with respect to awards with only service-based vesting criteria, in three orover periods ranging from two to four equal installmentsyears and (b) with respect to awards with both performance-based and service-based vesting criteria, in two2 equal installments on the third and fourth anniversaries of the grant date, and (c) with respect to awards with both market-based and service-based vesting criteria, in 3 equal installments on the third, fourth and fifth anniversaries of the grant date, in each case subject to the recipient remaining employed by the Companyus as of the applicable vesting date. The restricted stock unitsRSUs granted to the independent members of the boardBoard of directorsDirectors vest on the first anniversaryannually. 
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Table of the date of grant. Contents

The following table shows the weighted-average grant date fair value per unit for the restricted stock unitsRSUs granted, and the restricted stock units vested, and tax benefits realized by the Companyus in connection with vested and released restricted stock unitsRSUs for the indicated periods: 
(In thousands, except for weighted-average grant date fair value)Year Ended June 30,
202220212020
Weighted-average grant date fair value per unit$353.27 $222.86 $146.94 
Grant date fair value of vested RSUs$74,794 $80,887 $91,812 
Tax benefits realized by us in connection with vested and released RSUs$23,634 $26,416 $21,960 
(In thousands, except for weighted-average grant date fair value)Year ended June 30,
2017 2016 2015
Weighted-average grant date fair value per unit$78.83
 $51.12
 $74.48
Grant date fair value of vested restricted stock units$33,820
 $51,992
 $38,859
Tax benefits realized by the Company in connection with vested and released restricted stock units$15,829
 $27,412
 $26,250
As of June 30, 2017,2022, the unrecognized stock-based compensationSBC expense balance related to restricted stock unitsRSUs was $99.4$249.0 million, excluding the impact of estimated forfeitures, and will be recognized over a weighted-average remaining contractual term and an estimated weighted-average amortization period of 1.4 years. The intrinsic value of outstanding restricted stock unitsRSUs as of June 30, 20172022 was $205.1$508.4 million.
Cash-Based Long-Term IncentiveCash LTI Compensation
The Company has adopted a cash-based long-term incentive (“As part of our employee compensation program, we issue Cash LTI”) program forLTI awards to many of its employees as partour employees. Executives and non-employee members of the Company’s employee compensation program.Board of Directors do not participate in the Cash LTI Plan. During the fiscal years ended June 30, 20172022 and 2016, the Company2021, we approved Cash LTI awards of $96.7$60.9 million and $49.3$136.5 million, respectively, under the Company’s Cash Long-Term Incentive Plan (“Cash LTI Plan”).respectively. Cash LTI awards issued to employees under the Cash LTI Plan will vest in three3 or four4 equal installments, with one-third or one-fourth of the aggregate amount of the Cash LTI award vesting on each anniversary of the grant date over a three or four-year period. In order to receive payments under a Cash LTI award, participants must remain employed by the Companyus as of the applicable award vesting date. Executives and non-employee Board members are not participating in this program. During the fiscal years ended June 30, 2017, 20162022, 2021 and 2015, the Company2020, we recognized $48.8$85.3 million, $44.6$75.8 million and $39.6$64.0 million, respectively, in compensation expense under the Cash LTI Plan. As of June 30, 2017,2022, the unrecognized compensation balance (excluding the impact of estimated forfeitures) related to the Cash LTI Plan was $127.7$176.7 million.
Employee Stock Purchase Plan
KLA-Tencor’s Employee Stock Purchase Plan (“ESPP”)Our ESPP provides that eligible employees may contribute up to 10%15% of their eligible earnings toward the semi-annual purchase of KLA-Tencor’sour common stock. The ESPP is qualified under Section 423 of the Internal Revenue Code. The employee’s purchase price is derived from a formula based on the closing price of the common stock on the first day of the offering period versus the closing price on the date of purchase (or, if not a trading day, on the immediately preceding trading day).
The offering period (or length of the look-back period) under the ESPP has a duration of six months, and the purchase price with respect to each offering period beginning on or after such date is, until otherwise amended, equal to 85% of the lesser of (i) the fair market value of the Company’sour common stock at the commencement of the applicable six-month offering period or (ii) the fair market value of the Company’sour common stock on the purchase date. The Company estimatesWe estimate the fair value of purchase rights under the ESPP using a Black-Scholes valuation model.
The fair value of each purchase right under the ESPP was estimated on the date of grant using the Black-Scholes option valuation model and the straight-line attribution approach with the following weighted-average assumptions: 
 Year Ended June 30,
 202220212020
Stock purchase plan:
Expected stock price volatility38.2 %47.0 %34.3 %
Risk-free interest rate0.1 %0.4 %2.1 %
Dividend yield1.2 %1.6 %2.2 %
Expected life (in years)0.500.500.50
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 Year ended June 30,
 2017 2016 2015
Stock purchase plan:     
Expected stock price volatility23.4% 25.4% 24.5%
Risk-free interest rate0.5% 0.2% 0.1%
Dividend yield2.8% 3.3% 2.8%
Expected life (in years)0.50
 0.50
 0.50
Table of Contents

The following table shows total cash received from employees for the issuance of shares under the ESPP, the number of shares purchased by employees through the ESPP, the tax benefits realized by the Companyus in connection with the disqualifying dispositions of shares purchased under the ESPP and the weighted-average fair value per share for the indicated periods:
(In thousands, except for weighted-average fair value per share)Year Ended June 30,
202220212020
Total cash received from employees for the issuance of shares under the ESPP$113,015 $86,098 $74,849 
Number of shares purchased by employees through the ESPP419 431 561 
Tax benefits realized by us in connection with the disqualifying dispositions of shares purchased under the ESPP$1,853 $1,972 $3,237 
Weighted-average fair value per share based on Black-Scholes model$94.35 $59.84 $36.61 
(In thousands, except for weighted-average fair value per share)Year ended June 30,
2017 2016 2015
Total cash received from employees for the issuance of shares under the ESPP$45,358
 $38,295
 $41,116
Number of shares purchased by employees through the ESPP705
 735
 759
Tax benefits realized by the Company in connection with the disqualifying dispositions of shares purchased under the ESPP$1,999
 $2,194
 $1,741
Weighted-average fair value per share based on Black-Scholes model$15.16
 $12.48
 $14.55
The ESPP shares are replenished annually on the first day of each fiscal year by virtue of an evergreen provision. The provision allows for share replenishment equal to the lesser of 2.0 million shares or the number of shares which KLA-Tencor estimateswe estimate will be required to be issued under the ESPP during the forthcoming fiscal year. As of June 30, 2017,2022, a total of 684 thousand2.2 million shares were reserved and available for issuance under the ESPP.
Quarterly cash dividends
On May 4, 2017, the Company’s Board of Directors declaredJune 1, 2022, we paid a regular quarterly cash dividend of $0.54$1.05 per share on the outstanding shares of the Company’sour common stock which was paid on June 1, 2017 to the stockholders of record as of the close of business on May 15, 2017.16, 2022. The total amount of regular quarterly cash dividends and dividend equivalents paid by the Company during the fiscal years ended June 30, 20172022 and 20162021 was $335.4$638.5 million and $324.5$559.4 million, respectively. The amount of accrued dividendsdividend equivalents payable for regular quarterly cash dividends onrelated to unvested restricted stock unitsRSUs with dividend equivalent rights was $4.8$11.2 million and $2.7$10.3 million as of June 30, 20172022 and 2016,2021, respectively. These amounts will be paid upon vesting of the underlying restricted stock units.RSUs. Refer to Note 19,21 “Subsequent Events” to the Consolidated Financial Statements for additional information regarding the declaration of theour quarterly cash divideddividend announced subsequent to June 30, 2017.2022.
Special cash dividendNon-controlling Interests
On November 19, 2014,We have consolidated the Company’sresults of Orbograph, in which we own approximately 94% of the outstanding equity interest. Orbograph is engaged in the development and marketing of character recognition solutions to banks, financial and other payment processing institutions and healthcare providers. For information regarding our plan to sell Orbograph, refer to Note 6 “Business Combinations and Dispositions.”
During the fourth quarter of fiscal 2020, we entered into an Asset Purchase Agreement to sell certain core assets of Orbotech LT Solar, LLC (“OLTS”), which was engaged in the research, development and marketing of products for the deposition of thin film coating of various materials on crystalline silicon photovoltaic wafers for solar energy panels through plasma-enhanced chemical vapor deposition. The sale was completed in the first quarter of fiscal 2021 and the proceeds were not material. We consolidate the results of OLTS, which is considered a non-strategic business, of which we own 97% of the outstanding equity interest as of June 30, 2022.
In December 2020, we entered into a Share Purchase Agreement to sell our entire interest in PixCell, an Israeli company that is engaged in the development, marketing and sales of diagnostic equipment for point-of-care hematology applications, to a South Korean company. The sale was completed in February 2021 for total consideration of $20.2 million. We recognized a $4.4 million gain from the sale, which was recorded as part of other expense (income), net. Prior to the sale, we owned approximately 52% of PixCell’s outstanding equity interests.
NOTE 11 — STOCK REPURCHASE PROGRAM
Our Board of Directors declaredhas authorized a special cash dividendprogram that permits us to repurchase our common stock, including increases in the authorized repurchase amount of $16.50 per share, which was paid on December 9, 2014 to$2.00 billion in the stockholdersfirst quarter of record asfiscal 2022 and $6.00 billion in the fourth quarter of fiscal 2022. The stock repurchase program has no expiration date and may be suspended at any time. The intent of the close of business on December 1, 2014. Additionally,program is, in part, to mitigate the potential dilutive impact related to our equity incentive plans and shares issued in connection with our ESPP as well as to return excess cash to our stockholders. Any and all share repurchase transactions are subject to market conditions and applicable legal requirements.
On June 23, 2022, the special cash dividend,Company executed accelerated share repurchase agreements (“ASR Agreements”) with 2 financial institutions to repurchase shares of our common stock in exchange for an upfront payment of $3.00 billion. The Company received initial deliveries totaling approximately 6.5 million shares in the Company’s Boardfourth quarter of Directors and the Compensation Committeefiscal 2022, which represented 70% of the Boardprepayment amount at the then prevailing market price of Directors approved a proportionatethe Company's shares of stock. The initial
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shares delivered were retired immediately upon settlement and equitable adjustmenttreated as repurchases of the Company's common stock for purposes of earnings per share calculations. The value of the shares yet to outstanding equity awards (restricted stock units and stock options),be delivered to the Company for the remainder of the upfront payment of $0.90 billion was recorded as requiredan unsettled forward contract, classified within stockholders’ equity. The delivery of any remaining shares would occur at the final settlement of the transactions under the 2004 Plan,ASR Agreements, which is scheduled for the second quarter of fiscal 2023, subject to earlier termination under certain limited circumstances, as set forth in the vesting requirementsASR Agreements. The total number of shares received under the ASR Agreements will be based on the volume-weighted average prices of the underlying awards. AsCompany's stock during the adjustment was required byterm of the 2004 Plan, the adjustmentASR Agreements, less an agreed-upon discount and subject to adjustments pursuant to the outstanding awards did not result in any incremental compensation expense due to modificationterms and conditions of such awards, under the authoritative guidance. ASR Agreements.
Under the authoritative guidance, the dividend when declared isshare repurchases are recognized as a reduction ofto retained earnings to the extent available, with any shortfallexcess recognized as a reduction of additional paid-in-capital. The special cash dividend reduced the retained earnings by $2.11 billion ascapital in excess of the special cash dividend declaration date, reducing the retained earnings amount to zero and the excess amount of the special cash dividend of $646.5 million was charged against additional paid-in capital. The declaration and payment of the special cash dividend were part of the Company’s leveraged recapitalization transaction under which the special cash dividend was financed through a combination of existing cash and proceeds from the debt financing disclosed in Note 7, “Debt” that was completed during the three months ended December 31, 2014. The total amount of the special cash dividend accrued by the Company during the three months ended December 31, 2014 was approximately $2.76 billion, substantially all of which was paid out during the three months ended December 31, 2014, except for the aggregate special cash dividend of $43.0 million that was accrued for the unvested restricted stock units. par value.
As of June 30, 2017 and 2016, the Company had a total of $9.0 million and $16.9 million, respectively, of accrued dividends payable for the special cash dividend with respect to outstanding unvested restricted stock units, which will be paid when such underlying unvested restricted stock units vest. The Company paid a special cash dividend with respect to vested restricted stock units during the fiscal years ended June 30, 2017 and 2016 of $8.6 million and $21.8 million respectively. Other than the special cash dividend declared during the three months ended December 31, 2014, the Company historically has not declared any special cash dividend.

NOTE 9 — STOCK REPURCHASE PROGRAM
The Company’s Board of Directors has authorized a program for the Company to repurchase shares of the Company’s common stock. The intent of this program is to offset the dilution from KLA-Tencor’s equity incentive plans and employee stock purchase plan, as well as to return excess cash to the Company’s stockholders. Subject to market conditions, applicable legal requirements and other factors, the repurchases were made in the open market in compliance with applicable securities laws, including the Securities Exchange Act of 1934 and the rules promulgated thereunder such as Rule 10b-18. As of June 30, 2017,2022, an aggregate of approximately 5.7 million shares were$3.23 billion was available for repurchase under the Company’sour stock repurchase program.
Share repurchasesrepurchase transactions for the indicated periods (based on the trade date of the applicable repurchase), excluding the $0.90 billion portion of the ASR upfront payment that was recorded as an unsettled forward contract in fiscal 2022, were as follows: 
(In thousands)Year Ended June 30,
202220212020
Number of shares of common stock repurchased11,768 3,658 5,327 
Total cost of repurchases$3,962,267 $944,607 $821,083 
(In thousands)Year ended June 30,
2017 2016 2015
Number of shares of common stock repurchased243
 3,445
 9,255
Total cost of repurchases$25,002
 $175,743
 $608,856

NOTE 1012 — NET INCOME PER SHARE
Basic net income per share is calculated by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income per share is calculated by using the weighted-average number of common shares outstanding during the period, increased to include the number of additional shares of common stock that would have been outstanding if the shares of common stock underlying the Company’sour outstanding dilutive restricted stock units and stock optionsRSUs had been issued. The dilutive effect of outstanding restricted stock units and optionsRSUs is reflected in diluted net income per share by application of the treasury stock method. In addition, the shares delivered under the ASR Agreements discussed in Note 11 “Stock Repurchase Program” resulted in a reduction of outstanding shares used to determine our weighted-average common shares outstanding for purposes of calculating basic and diluted earnings per share.
The following table sets forth the computation of basic and diluted net income per share:share attributable to KLA:
(In thousands, except per share amounts)Year Ended June 30,
202220212020
Numerator:
Net income attributable to KLA$3,321,807 $2,078,292 $1,216,785 
Denominator:
Weighted-average shares-basic, excluding unvested RSUs150,494 154,086 156,797 
Effect of dilutive RSUs and options1,061 1,351 1,208 
Weighted-average shares-diluted151,555 155,437 158,005 
Basic net income per share attributable to KLA$22.07 $13.49 $7.76 
Diluted net income per share attributable to KLA$21.92 $13.37 $7.70 
Anti-dilutive securities excluded from the computation of diluted net income per share71122
(In thousands, except per share amounts)Year ended June 30,
2017 2016 2015
Numerator:     
Net income$926,076
 $704,422
 $366,158
Denominator:     
Weighted-average shares-basic, excluding unvested restricted stock units156,468
 155,869
 162,282
Effect of dilutive restricted stock units and options (1)
1,013
 910
 1,419
Weighted-average shares-diluted157,481
 156,779
 163,701
Basic net income per share$5.92
 $4.52
 $2.26
Diluted net income per share$5.88
 $4.49
 $2.24
Anti-dilutive securities excluded from the computation of diluted net income per share46
 9
 36
_________________  
(1) The Company has not had any outstanding stock options since August 2016.
NOTE 1113 — EMPLOYEE BENEFIT PLANS
KLA-Tencor hasWe have a profit sharing program for eligible employees, which distributes a percentage of our pre-tax profits on a quarterly basis, a percentage of the Company’s pre-tax profits.basis. In addition, the Company haswe have an employee savings plan that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Since AprilJanuary 1, 2011,2019, the employer match amount was is the greater of 50% of the first $8,000$8,000 of an eligible employee’s contribution (i.e., a maximumcontributions or 50% of $4,000) during each fiscal year.the first 5% of eligible compensation contributed plus 25% of the next 5% of compensation contributed.
The total expenses under the profit sharing and 401(k) programs aggregated $15.3$33.3 million, $15.3$27.0 million, and $14.2 $24.6
89

million in the fiscal years ended June 30, 2017, 20162022, 2021 and 2015,2020, respectively. The Company hasWe have no defined benefit plans in the United States.U.S. In addition to the profit sharing plan and the United StatesU.S. 401(k), several of the Company’sour foreign subsidiaries have retirement plans for their full-time employees, several of which are defined benefit plans. Consistent with the requirements of local law, the Company depositsour deposited funds for certain of these plans are held with insurance companies, with third-party

trustees or intoin government-managed accounts and/or accrues for the unfunded portion of the obligation.accounts. The assumptions used in calculating the obligation for the foreign plans depend on the local economic environment.
The Company appliesWe apply authoritative guidance that requires an employer to recognize the funded status of each of itsour defined benefit pension and post-retirement benefit plans as a net asset or liability on its balance sheets. Additionally, the authoritative guidance requires an employer to measure the funded status of each of its plans as of the date of its year-end statement of financial position. The benefit obligations and related assets under the Company’sour plans have been measured as of June 30, 20172022 and 2016.2021.
Summary data relating to the Company’sour foreign defined benefit pension plans, including key weighted-average assumptions used, is provided in the following tables:
 Year Ended June 30,
(In thousands)20222021
Change in projected benefit obligation:
Projected benefit obligation as of the beginning of the fiscal year$134,305 $119,870 
Service cost5,054 4,649 
Interest cost1,003 1,187 
Contributions by plan participants78 72 
Actuarial loss3,029 7,912 
Benefit payments(2,164)(2,629)
Plan amendment impact670 — 
Settlements impact(1,010)— 
Foreign currency exchange rate changes and others, net(16,380)3,244 
Projected benefit obligation as of the end of the fiscal year$124,585 $134,305 
 Year Ended June 30,
(In thousands)20222021
Change in fair value of plan assets:
Fair value of plan assets as of the beginning of the fiscal year$44,726 $37,928 
Actual return on plan assets(1,087)1,074 
Employer contributions6,955 6,103 
Benefit and expense payments(2,160)(2,626)
Settlements impact(1,010)— 
Foreign currency exchange rate changes and others, net(3,831)2,247 
Fair value of plan assets as of the end of the fiscal year$43,593 $44,726 
 Year ended June 30,
(In thousands)2017 2016
Change in projected benefit obligation:   
Projected benefit obligation as of the beginning of the fiscal year$89,923
 $75,928
Service cost4,015
 3,349
Interest cost1,117
 1,322
Contributions by plan participants76
 163
Actuarial loss2,991
 9,029
Benefit payments(1,363) (2,517)
Foreign currency exchange rate changes and others, net506
 2,649
Projected benefit obligation as of the end of the fiscal year$97,265
 $89,923
    
 Year ended June 30,
(In thousands)2017 2016
Change in fair value of plan assets:   
Fair value of plan assets as of the beginning of the fiscal year$18,894
 $17,038
Actual return on plan assets241
 588
Employer contributions3,330
 4,330
Benefit and expense payments(1,363) (2,517)
Foreign currency exchange rate changes and others, net678
 (545)
Fair value of plan assets as of the end of the fiscal year$21,780
 $18,894
As of June 30,
(In thousands)20222021
Underfunded status$80,992 $89,579 
 As of June 30,
(In thousands)20222021
Plans with accumulated benefit obligations in excess of plan assets:
Accumulated benefit obligation$77,697 $81,924 
Projected benefit obligation$124,585 $134,305 
Plan assets at fair value$43,593 $44,726 
 
90

 As of June 30,
(In thousands)2017 2016
Underfunded status$75,485
 $71,029
    
 As of June 30,
(In thousands)2017 2016
Plans with accumulated benefit obligations in excess of plan assets:   
Accumulated benefit obligation$56,967
 $53,198
Projected benefit obligation$97,265
 $89,923
Plan assets at fair value$21,780
 $18,894
 Year Ended June 30,
 202220212020
Weighted-average assumptions(1):
Discount rate0.9% - 3.0%0.5% - 1.7%0.6% - 1.7%
Expected rate of return on assets0.9% - 3.0%0.6% - 2.9%0.8% - 2.9%
Rate of compensation increases2.3% - 5.0%2.3% - 5.0%1.8% - 4.5%
__________________
 Year ended June 30,
 2017
2016
2015
Weighted-average assumptions:     
Discount rate0.8%-1.9% 0.5%-2.0% 1.3%-2.0%
Expected rate of return on assets1.5%-2.9% 1.8%-2.5% 1.8%-2.5%
Rate of compensation increases3.0%-5.8% 3.0%-5.8% 3.0%-5.5%

(1)Represents the weighted-average assumptions used to determine the benefit obligation.
The assumptions for expected rate of return on assets were developed by considering the historical returns and expectations of future returns relevant to the country in which each plan is in effect and the investments applicable to the corresponding plan. The discount rate for each plan was derived by reference to appropriate benchmark yields on high quality corporate bonds, allowing for the approximate duration of both plan obligations and the relevant benchmark index.
The following table presents losses recognized in accumulated other comprehensive income (loss)AOCI before tax related to the Company’sour foreign defined benefit pension plans: 
 As of June 30,
(In thousands)20222021
Unrecognized prior service cost$12,414 $— 
Unrealized net loss19,400 30,375 
Amount of losses recognized$31,814 $30,375 
 Year ended June 30,
(In thousands)2017 2016
Unrecognized transition obligation$190
 $108
Unrecognized prior service cost51
 113
Unrealized net loss33,477
 31,739
Amount of losses recognized$33,718
 $31,960
Losses in accumulated other comprehensive income (loss) related to the Company’s foreign defined benefit pension plans expected to be recognized as components of net periodic benefit cost over the fiscal year ending June 30, 2018 are as follows:
(In thousands)
Year ending
June 30, 2018
Unrecognized transition obligation$
Unrecognized prior service cost26
Unrealized net loss1,436
Amount of losses expected to be recognized$1,462
The components of the Company’sour net periodic cost relating to itsour foreign subsidiaries’ defined benefit pension plans are as follows: 
 Year Ended June 30,
(In thousands)202220212020
Components of net periodic pension cost:
Service cost(1)
$5,054 $4,649 $4,823 
Interest cost1,003 1,187 1,086 
Return on plan assets(528)(549)(475)
Amortization of prior service cost671 — 
Amortization of net loss1,406 1,071 1,214 
Loss due to settlement/curtailment38 130 — 
Foreign currency exchange rate changes(19)— — 
Net periodic pension cost$7,625 $6,488 $6,651 
 Year ended June 30,
(In thousands)2017 2016 2015
Components of net periodic pension cost:     
Service cost$4,015
 $3,349
 $3,905
Interest cost1,117
 1,322
 1,562
Return on plan assets(393) (406) (450)
Amortization of transitional obligation251
 249
 259
Amortization of prior service cost46
 46
 46
Amortization of net loss1,617
 1,132
 1,014
Adjustment
 
 (177)
Net periodic pension cost$6,653
 $5,692
 $6,159
__________________
(1)Service cost is reported in cost of revenues, R&D and SG&A expenses. All other components of net periodic pension cost are reported in other expense (income), net in the Consolidated Statements of Operations.
Fair Value of Plan Assets
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three levels of inputs used to measure fair value of plan assets are described in Note 2,3 “Fair Value Measurements.”
The foreign plans’ investments are managed by third-party trustees consistent with the regulations or market practice of the country where the assets are invested. The Company isWe are not actively involved in the investment strategy, nor does itdo we have control over the target allocation of these investments. These investments made up 100% of total foreign plan assets in the fiscal years ended June 30, 20172022 and 2016.2021.
The expected aggregate employer contribution for the foreign plans during the fiscal year ending June 30, 20182023 is $2.1$7.8 million.
The total benefits to be paid from the foreign pension plans are not expected to exceed $3.0$6.6 million in any year through the fiscal year ending June 30, 2027.2032.

91

Foreign plan assets measured at fair value on a recurring basis consisted of the following investment categories as of June 30, 20172022 and 2016,2021, respectively:
As of June 30, 2022 (In thousands)TotalQuoted Prices in
Active Markets
for Identical
Assets (Level 1)
Significant Other
Observable Inputs
(Level 2)
Cash and cash equivalents$27,543 $27,543 $— 
Bonds, equity securities and other investments16,050 — 16,050 
Total assets measured at fair value$43,593 $27,543 $16,050 
As of June 30, 2021 (In thousands)TotalQuoted Prices in
Active Markets
for Identical
Assets (Level 1)
Significant Other
Observable Inputs
(Level 2)
Cash and cash equivalents$25,458 $25,458 $— 
Bonds, equity securities and other investments19,268 — 19,268 
Total assets measured at fair value$44,726 $25,458 $19,268 
As of June 30, 2017 (In thousands)Total 
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
 
Significant Other
Observable Inputs
(Level 2)
Cash and cash equivalents$13,784
 $13,784
 $
Bonds, equity securities and other investments7,996
 
 7,996
Total assets measured at fair value$21,780
 $13,784
 $7,996
      
As of June 30, 2016 (In thousands)Total Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
 Significant Other
Observable Inputs
(Level 2)

Cash and cash equivalents$11,950
 $11,950
 $
Bonds, equity securities and other investments6,944
 
 6,944
Total assets measured at fair value$18,894
 $11,950
 $6,944
Concentration of Risk
The Company managesWe manage a variety of risks, including market, credit and liquidity risks, across itsour plan assets through itsour investment managers. The Company definesWe define a concentration of risk as an undiversified exposure to one of the above-mentioned risks that increases the exposure of the loss of plan assets unnecessarily. The Company monitorsWe monitor exposure to such risks in the foreign plans by monitoring the magnitude of the risk in each plan and diversifying the Company’sour exposure to such risks across a variety of instruments, markets and counterparties. As of June 30, 2017, the Company2022, we did not have concentrations of plan asset investment risk in any single entity, manager, counterparty, sector, industry or country.
NOTE 1214 — INCOME TAXES
The components of income before income taxes arewere as follows: 
 Year Ended June 30,
(In thousands)202220212020
Domestic income before income taxes$1,909,699 $1,251,820 $752,844 
Foreign income before income taxes1,579,538 1,108,634 563,867 
Total income before income taxes$3,489,237 $2,360,454 $1,316,711 
 Year ended June 30,
(In thousands)2017 2016 2015
Domestic income before income taxes$615,906
 $417,803
 $157,251
Foreign income before income taxes557,340
 440,389
 276,880
Total income before income taxes$1,173,246
 $858,192
 $434,131
The provision for income taxes iswas comprised of the following:
(In thousands)Year Ended June 30,
202220212020
Current:
Federal$341,614 $201,413 $108,136 
State14,149 6,164 518 
Foreign165,194 121,146 86,374 
520,957 328,723 195,028 
Deferred:
Federal11,564 (31,989)(26,743)
State(311)(1,155)(1,174)
Foreign(365,033)(12,478)(65,425)
(353,780)(45,622)(93,342)
Provision for income taxes$167,177 $283,101 $101,686 
92

(In thousands)Year ended June 30,
2017 2016 2015
Current:     
Federal$200,831
 $94,088
 $63,123
State4,660
 6,123
 3,655
Foreign38,208
 37,680
 25,438
 243,699
 137,891
 92,216
Deferred:     
Federal444
 15,645
 (22,390)
State2,852
 3,583
 409
Foreign175
 (3,349) (2,262)
 3,471
 15,879
 (24,243)
Provision for income taxes$247,170
 $153,770
 $67,973
Table of Contents


The significant components of deferred income tax assets and liabilities arewere as follows:
(In thousands)As of June 30,
20222021
Deferred tax assets:
Tax credits and net operating losses$268,416 $237,480 
Inventory reserves86,059 81,224 
Employee benefits accrual78,021 82,055 
Non-deductible reserves53,426 36,267 
Unearned revenue11,843 15,712 
SBC9,864 7,284 
Depreciation and amortization1,760 — 
Unrealized loss on investments— 5,384 
Other56,911 54,615 
Gross deferred tax assets566,300 520,021 
Valuation allowance(244,429)(204,433)
Net deferred tax assets$321,871 $315,588 
Deferred tax liabilities:
Unremitted earnings of foreign subsidiaries not indefinitely reinvested$(358,374)$(278,014)
Deferred profit(30,268)(10,044)
Unrealized gain on investments(12,993)— 
Depreciation and amortization— (407,692)
Total deferred tax liabilities(401,635)(695,750)
Total net deferred tax liabilities$(79,764)$(380,162)
(In thousands)As of June 30,
2017 2016
Deferred tax assets:   
Tax credits and net operating losses$134,052
 $116,277
Employee benefits accrual106,637
 109,524
Stock-based compensation15,252
 13,607
Inventory reserves95,200
 94,783
Non-deductible reserves43,140
 34,484
Depreciation and amortization3,415
 15,857
Unearned revenue15,757
 14,375
Other26,538
 26,877
Gross deferred tax assets439,991
 425,784
Valuation allowance(120,708) (104,968)
Net deferred tax assets$319,283
 $320,816
Deferred tax liabilities:   
Unremitted earnings of foreign subsidiaries not indefinitely reinvested$(13,213) $(11,571)
Deferred profit(13,657) (10,346)
Unrealized gain on investments(2,707) (604)
Total deferred tax liabilities(29,577) (22,521)
Total net deferred tax assets$289,706
 $298,295
As of June 30, 2017, the Company2022, we, excluding Orbotech, had U.S. federal, state and foreign net operating loss (“NOL”) carry-forwards of approximately $29.4$11 million, $49.4$12 million and $41.9$14 million, respectively. Orbotech had U.S. federal, state, and foreign NOLs of approximately $24 million, $13 million and $219 million, respectively. Orbotech also had capital loss carry-forwards of approximately $35 million as of June 30, 2022. The U.S. federal NOL carry-forwards will expire at various dates beginning in 2023 through 2029.2033. The utilization of NOLs created by acquired companies is subject to annual limitations under Section 382 of the Internal Revenue Code. However, it is not expected that such annual limitation will significantly impair the realization of these NOLs. The state NOLs will beginbegan to expire in 2018.2022. Foreign NOLs and capital loss carry-forwards will be carried forward indefinitely. State credits of $167.6$301.0 million for us, including Orbotech, will also be carried overforward indefinitely. The foreign NOL carry-forwards will begin to expire in 2018.
The net deferred tax asset valuation allowance was $120.7$244.4 million and $105.0$204.4 million as of June 30, 20172022 and June 30, 2016,2021, respectively. The change was primarily due to an increase in the valuation allowance related to U.S. federal and state credit carry-forwards generated in the fiscal year ended June 30, 2017.2022. The valuation allowance is based on the Company’sour assessment that it is more likely than not that certain deferred tax assets will not be realized in the foreseeable future. Of the valuation allowance as of June 30, 2017, $103.82022, $231.2 million relateswas related to federal and state credit carry-forwards. The remainder of the valuation allowance relates primarilywas related to state and foreign NOL carry-forwards.
 As of June 30, 2017, U.S. income taxes were not provided for on a2022, we intend to indefinitely reinvest $185.9 million of cumulative total of approximately $2.60 billion of undistributed earnings forheld by certain non-U.S. subsidiaries. If these undistributed earnings were repatriated to the United States, they would generate foreign tax credits to reduce the federal tax liability associated with the foreign dividend. Assuming full utilization of the foreign tax credits,U.S., the potential deferred tax liability associated with the undistributed earnings would be approximately $866.0$39 million.
KLA-Tencor benefitsWe benefit from tax holidays in Israel and Singapore where it manufactureswe manufacture certain of itsour products. These tax holidays are on approved investments and are scheduled to expire at varying times in the next onesix to fournine years. The Company wasWe are in compliance with all the terms and conditions of the tax holidays as of June 30, 2017.2022. The net impact of these tax holidays was to decrease the Company’sour tax expense by approximately $32.6$544 million, $19.5$12 million and $20.4$33 million in the fiscal years ended June 30, 2017, 20162022, 2021 and 2015,2020, respectively. The benefits of the tax holidays on diluted net income per share were $0.21, $0.12$3.83, $0.08 and $0.13$0.21 for the fiscal years ended June 30, 2017, 20162022, 2021 and 2015,2020, respectively. The benefits during the fiscal year ended June 30, 2022 include a one-time deferred tax benefit of approximately $398 million due to a tax basis step-up from a restructuring.
One
93



The reconciliation of the United StatesU.S. federal statutory income tax rate to KLA-Tencor’sour effective income tax rate iswas as follows:
 Year ended June 30,
 202220212020
Federal statutory rate21.0 %21.0 %21.0 %
GILTI2.0 %2.6 %3.0 %
Net change in tax reserves2.0 %(1.1)%1.5 %
State income taxes, net of federal benefit0.3 %0.2 %0.2 %
Tax rate change on deferred tax liability on purchased intangibles— %1.7 %— %
Non-deductible impairment of goodwill— %— %4.1 %
Effect of SBC(0.2)%(0.3)%(0.3)%
R&D tax credit(1.1)%(1.1)%(1.8)%
Foreign derived intangible income(4.0)%(4.3)%(5.0)%
Effect of foreign operations taxed at various rates(4.2)%(6.6)%(12.1)%
Restructuring(11.2)%— %(2.6)%
Other0.2 %(0.1)%(0.3)%
Effective income tax rate4.8 %12.0 %7.7 %
 Year ended June 30,
 2017 2016 2015
Federal statutory rate35.0 % 35.0 % 35.0 %
State income taxes, net of federal benefit0.4 % 0.9 % 0.7 %
Effect of foreign operations taxed at various rates(12.2)% (13.0)% (15.3)%
Research and development tax credit(1.1)% (1.9)% (3.7)%
Net change in tax reserves1.3 % (2.2)% 1.5 %
Domestic manufacturing benefit(1.5)% (1.5)% (2.1)%
Effect of stock-based compensation(0.2)% 0.3 % 0.8 %
Other(0.6)% 0.3 % (1.2)%
Effective income tax rate21.1 % 17.9 % 15.7 %
A reconciliation of gross unrecognized tax benefits iswas as follows: 
Year ended June 30, Year Ended June 30,
(In thousands)2017 2016 2015(In thousands)202220212020
Unrecognized tax benefits at the beginning of the year$50,365
 $69,018
 $59,575
Unrecognized tax benefits at the beginning of the year$149,642 $172,443 $146,426 
Increases for tax positions taken in current yearIncreases for tax positions taken in current year49,311 31,113 34,278 
Increases for tax positions taken in prior years6,788
 4,245
 1,245
Increases for tax positions taken in prior years20,917 6,557 6,826 
Decreases for settlements with taxing authoritiesDecreases for settlements with taxing authorities— (28,651)— 
Decreases for tax positions taken in prior years(246) (1,209) (7)Decreases for tax positions taken in prior years(267)(19,360)(518)
Increases for tax positions taken in current year14,696
 13,636
 11,634
Decreases for settlements with taxing authorities
 (8,762) 
Decreases for lapsing of statutes of limitations(3,164) (26,563) (3,429)Decreases for lapsing of statutes of limitations(1,676)(12,460)(14,569)
Unrecognized tax benefits at the end of the year$68,439
 $50,365
 $69,018
Unrecognized tax benefits at the end of the year$217,927 $149,642 $172,443 
The amountamounts of unrecognized tax benefits that would impact the effective tax rate was $68.4were $205.0 million, $50.4$137.8 million and $69.0$161.5 million as of June 30, 2017, 20162022, 2021 and 20152020, respectively. The amountamounts of interest and penalties recognized during the years ended June 30, 2017, 2016,2022, 2021 and 2015 was expense2020 were expenses of $2.2$11.5 million, income of $4.3$2.8 million as a result of a release of unrecognized tax benefits, and expense of $1.2$4.6 million, respectively. KLA-Tencor’sOur policy is to include interest and penalties related to unrecognized tax benefits within other expense (income), net. The amountamounts of interest and penalties accrued as of June 30, 20172022 and 2016 was2021 were approximately $5.9$52 million and $3.7$42 million, respectively.
The Company isIn the normal course of business, we are subject to examination by tax authorities throughout the world. We are subject to U.S. federal income tax examinations for all years beginning from the fiscal year ended June 30, 2014. The Company is2018 and are under U.S. federal income tax examination for the fiscal years ended June 30, 2018, 2019 and 2020. We are subject to state income tax examinations for all years beginning from the fiscal year ended June 30, 2013. The Company is2018. We are also subject to examinations in other major foreign jurisdictions, including Singapore and Israel, for all years beginning from the fiscalcalendar year ended JuneDecember 31, 2012. We are under audit in Germany related to Orbotech for the years ended December 31, 2013 to December 31, 2015.
In May 2017, Orbotech received an assessment from the Israel Tax Authority (“ITA”) with respect to its fiscal years 2012 through 2014 (the “Assessment”), for an aggregate amount of tax, after offsetting all NOLs available through the end of 2014, of approximately NIS 229 million (equivalent to approximately $66 million which includes related interest and linkage differentials to the Israeli consumer price index as of the date of the issuance of the Tax Decrees, as defined below).
On August 31, 2018, Orbotech filed an objection in respect of the Assessment (the “Objection”). The ITA completed the second stage of the audit, in which the claims Orbotech raised in the Objection were examined by different personnel at the ITA. In addition, the ITA examined additional items during this second stage of the audit. As Orbotech and the ITA did not reach an agreement during the second stage, the ITA issued Tax Decrees to Orbotech on August 28, 2019 (“Tax Decrees”) for an aggregate amount of tax, after offsetting all NOLs available through the end of 2014, of approximately NIS 257 million (equivalent to approximately $73 million which includes related interest and linkage differentials to the Israeli consumer price index as of the date of the issuance of the Tax Decrees). These Tax Decrees replaced the Assessment. We believe that our recorded unrecognized tax benefits are sufficient to cover the resolution of these Tax Decrees.
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Orbotech filed a notice of appeal with respect to the above Tax Decrees with the District Court of Tel Aviv on September 26, 2019. On February 27, 2020 the ITA filed its arguments in support of the Tax Decrees. Orbotech filed the grounds of appeal with respect to the above Tax Decrees on July 30, 2013. 2020. We are currently in the pre-trial hearing stage of the process. The Company is under income tax examinationITA and Orbotech are continuing discussions in an effort to resolve this matter in a mutually agreeable manner.
In connection with the above, there was an ongoing criminal investigation in Israel against Orbotech, certain of its employees and a tax consultant. On April 11, 2018, Orbotech received a “suspect notification letter” (dated March 28, 2018) from the Tel Aviv District Attorney’s Office (Fiscal and Financial). In the letter, it was noted that the investigation file was transferred from the Assessment Investigation Officer to the District Attorney’s Office. The letter further stated that the District Attorney’s Office had not yet made a decision regarding submission of an indictment against Orbotech; and that if after studying the case, a decision is made to consider prosecuting Orbotech, Orbotech will receive an additional letter, and within 30 days, Orbotech may present its arguments to the District Attorney’s Office as to why it should not be indicted. On October 27, 2019, we received a request for additional information from the District Attorney’s Office. On March 23, 2022, Orbotech received a letter from the Assessment Investigation Officer that the investigation was closed due to lack of evidence. In addition, the Orbotech employees and its tax consultant also received letters in March 2022 noting the investigation against them had been closed.
In December 2020, Orbotech received an assessment from the ITA with respect to its fiscal years ended June 30, 20132015 through June 30, 2015.2018 (the “Second Assessment”), for an aggregate amount of tax, after offsetting all NOLs available through the end of 2018, of approximately NIS 227 million (equivalent to approximately $68 million which includes related interest and linkage differentials to the Israeli consumer price index as of the date of the issuance of the Second Assessment). We filed an objection to the Second Assessment with the ITA in March 2021. The Company believes that adequate amounts have been reservedobjection moved the 2015-2018 audit to the second stage, in which the ITA reviews the objections. The ITA has completed the second stage review for any adjustments that may ultimately result from any future examinations2015 and 2016 of these years.
It is possible that certain examinations may be concludedthe Second Assessment and issued Tax Decrees to Orbotech on March 3, 2022 for 2015-2016 in the next twelve months.amount of approximately NIS 63 million (equivalent to approximately $19 million which includes related interest and linkage differentials to the Israeli consumer price index as of the date of the issuance of the Tax Decrees). These Tax Decrees replaced the Second Assessment for 2015 and 2016. The Company believes it is possiblesecond stage review for 2017 and 2018 has not been completed. The Second Assessment for 2017 and 2018 remains at approximately NIS 114 million (equivalent to approximately $34 million which includes related interest and linkage differentials to the Israeli consumer price index as of the date of the issuance of the Second Assessment). We believe that itour recorded unrecognized tax benefits are sufficient to cover the resolution of the Second Assessment.
We believe that we may recognize up to $15.3$1.3 million of itsour existing unrecognized tax benefits within the next 12 months as a result of the lapse of statutes of limitations andlimitations. It is possible that certain income tax examinations may be concluded in the next 12 months. Given the uncertainty around the timing of the resolution of these ongoing examinations, with variouswe are unable to estimate the full range of possible adjustments to our unrecognized tax authorities.
NOTE 13 — COMMITMENTS AND CONTINGENCIES
Employee Retention Commitments. In connection with the retention program adopted at the time the Company entered into the Merger Agreement with Lam Research, the Company has an estimated $20.8 million of employee-related retention commitments as of June 30, 2017 which are expected to be paid during the quarter ending December 31, 2017.
Factoring. KLA-Tencor has agreements (referred to as “factoring agreements”) with financial institutions to sell certain of its trade receivables and promissory notes from customers without recourse. The Company does not believe it is at risk for any material losses as a result of these agreements. In addition, the Company periodically sells certain letters of credit (“LCs”), without recourse, received from customers in payment for goods and services.

The following table shows total receivables sold under factoring agreements and proceeds from sales of LCs for the indicated periods:
 Year ended June 30,
(In thousands)2017 2016 2015
Receivables sold under factoring agreements$152,509
 $205,790
 $137,285
Proceeds from sales of LCs$48,780
 $21,904
 $6,920
Factoring and LC fees for the sale of certain trade receivables were recorded in other expense (income), net and were not material for the periods presented.
Facilities. KLA-Tencor leases certain of its facilities under arrangements that are accounted for as operating leases. Rent expense was $9.6 million, $8.7 million and $9.1 million for the fiscal years ended June 30, 2017, 2016 and 2015, respectively.
The following is a schedule of expected operating lease payments:
Fiscal year ending June 30,
Amount
(In thousands)
2018$9,073
20195,768
20204,341
20212,486
20221,358
2023 and thereafter2,489
Total minimum lease payments$25,515
Purchase Commitments. KLA-Tencor maintains commitments to purchase inventory from its suppliers as well as goods and services in the ordinary course of business. The Company’s liability under these purchase commitments is generally restricted to a forecasted time-horizon as mutually agreed upon between the parties. This forecasted time-horizon can vary among different suppliers. The Company’s estimate of its significant purchase commitments is approximately $432.8 million as of June 30, 2017 which are primarily duebenefits within the next 12 months. Actual expenditures will vary based upon the volume of the transactions and length of contractual service provided. In addition, the amounts paid under these arrangements may be less in the event that the arrangements are renegotiated or canceled. Certain agreements provide for potential cancellation penalties.
Cash Long-Term Incentive Plan. As of June 30, 2017, the Company had committed $163.1 million for future payment obligations under its Cash LTI Plan. The calculation of compensation expense related to the Cash LTI Plan includes estimated forfeiture rate assumptions. Cash LTI awards issued to employees under the Cash LTI Plan vest in to three or four equal installments, with one-third or one-fourth of the aggregate amount of the Cash LTI award vesting on each yearly anniversary of the grant date over a three or four-year period. In order to receive payments under a Cash LTI award, participants must remain employed by the Company as of the applicable award vesting date.
Warranties, Guarantees and Contingencies. KLA-Tencor provides standard warranty coverage on its systems for 40 hours per week for 12 months, providing labor and parts necessary to repair and maintain the systems during the warranty period. The Company accounts for the estimated warranty cost as a charge to costs of revenues when revenue is recognized. The estimated warranty cost is based on historical product performance and field expenses. Utilizing actual service records, the Company calculates the average service hours and parts expense per system and applies the actual labor and overhead rates to determine the estimated warranty charge. The Company updates these estimated charges on a regular basis. The actual product performance and/or field expense profiles may differ, and in those cases the Company adjusts its warranty accruals accordingly.

The following table provides the changes in the product warranty accrual for the indicated periods:
 Year ended June 30,
(In thousands)2017 2016
Beginning balance$34,773
 $36,413
Accruals for warranties issued during the period50,616
 39,175
Changes in liability related to pre-existing warranties(5,133) (9,146)
Settlements made during the period(34,798) (31,669)
Ending balance$45,458
 $34,773
The Company maintains guarantee arrangements available through various financial institutions for up to $25.3 million, of which $22.1 million had been issued as of June 30, 2017, primarily to fund guarantees to customs authorities for value-added tax (“VAT”) and other operating requirements of the Company’s subsidiaries in Europe and Asia.
KLA-Tencor is a party to a variety of agreements pursuant to which it may be obligated to indemnify the other party with respect to certain matters. Typically, these obligations arise in connection with contracts and license agreements or the sale of assets, under which the Company customarily agrees to hold the other party harmless against losses arising from, or provides customers with other remedies to protect against, bodily injury or damage to personal property caused by the Company’s products, non-compliance with the Company’s product performance specifications, infringement by the Company’s products of third-party intellectual property rights and a breach of warranties, representations and covenants related to matters such as title to assets sold, validity of certain intellectual property rights, non-infringement of third-party rights, and certain income tax-related matters. In each of these circumstances, payment by the Company is typically subject to the other party making a claim to and cooperating with the Company pursuant to the procedures specified in the particular contract.
This usually allows the Company to challenge the other party’s claims or, in case of breach of intellectual property representations or covenants, to control the defense or settlement of any third-party claims brought against the other party. Further, the Company’s obligations under these agreements may be limited in terms of amounts, activity (typically at the Company’s option to replace or correct the products or terminate the agreement with a refund to the other party), and duration. In some instances, the Company may have recourse against third parties and/or insurance covering certain payments made by the Company.
Subject to certain limitations, the Company is obligated to indemnify its current and former directors, officers and employees with respect to certain litigation matters and investigations that arise in connection with their service to the Company. These obligations arise under the terms of the Company’s certificate of incorporation, its bylaws, applicable contracts, and Delaware and California law. The obligation to indemnify generally means that the Company is required to pay or reimburse the individuals’ reasonable legal expenses and possibly damages and other liabilities incurred in connection with these matters.
In addition, the Company may in limited circumstances enter into agreements that contain customer-specific commitments on pricing, tool reliability, spare parts stocking levels, response time and other commitments. Furthermore, the Company may give these customers limited audit or inspection rights to enable them to confirm that the Company is complying with these commitments. If a customer elects to exercise its audit or inspection rights, the Company may be required to expend significant resources to support the audit or inspection, as well as to defend or settle any dispute with a customer that could potentially arise out of such audit or inspection. To date, the Company has made no significant accruals in its consolidated financial statements for this contingency. While the Company has not in the past incurred significant expenses for resolving disputes regarding these types of commitments, the Company cannot make any assurance that it will not incur any such liabilities in the future.
It is not possible to predict the maximum potential amount of future payments under these or similar agreements due to the conditional nature of the Company’s obligations and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the Company under these agreements have not had a material effect on its business, financial condition, results of operations or cash flows.

NOTE 1415 — LITIGATION AND OTHER LEGAL MATTERS
Litigation Related to Terminated Merger with Lam Research.
In connection with the previously announced Merger transaction with Lam Research, four purported KLA-Tencor stockholders filed putative class actions on behalf of all KLA-Tencor stockholders. In January 2017, all four actions were dismissed with prejudice.
Other Legal Matters.
The Company isWe are named from time to time as a party to lawsuits and other types of legal proceedings and claims in the normal course of itsour business. Actions filed against the Companyus include commercial, intellectual property, customer, and labor and employment related claims, including complaints of alleged wrongful termination and potential class action lawsuits regarding alleged violations of federal and state wage and hour and other laws. In general, legal proceedings and claims, regardless of their merit, and associated internal investigations (especially those relating to intellectual property or confidential information disputes) are often expensive to prosecute, defend or conduct and may divert management’s attention and other company resources. Moreover, the results of legal proceedings are difficult to predict, and the costs incurred in litigation can be substantial, regardless of outcome. The Company believesWe believe the amounts provided in its consolidated financial statementsour Consolidated Financial Statements are adequate in light of the probable and estimated liabilities. However, because such matters are subject to many uncertainties and the ultimate outcomes are not predictable, and there can be no assurances that the actual amounts required to satisfy alleged liabilities from the matters described above will not exceed the amounts reflected in the Company’s consolidated financial statementsour Consolidated Financial Statements or will not have a material adverse effect on itsour results of operations, financial condition or cash flows.
NOTE 1516RESTRUCTURING CHARGESCOMMITMENTS AND CONTINGENCIES
The Company hasFactoring. We have agreements (referred to as “factoring agreements”) with financial institutions to sell certain of our trade receivables and promissory notes from customers without recourse. We do not believe we are at risk for any material losses as a result of these agreements. In addition, we periodically sell certain LC, without recourse, received from customers in recent years undertaken a numberpayment for goods and services.
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Table of cost reduction activities, including workforce reductions, in an effort to lower its ongoing expense run rate. The program in the United States is accounted for in accordance with the authoritative guidance related to compensation for non-retirement post-employment benefits, whereas the programs in the Company’s international locations are accounted for in accordance with the authoritative guidance for contingencies.Contents
During the fourth quarter of fiscal year ended 2015, the Company implemented a plan to reduce its global employee workforce to streamline the organization and business processes in response to changing customer requirements in the industry. The goals of this reduction were to enable continued innovation, direct the Company’s resources toward its best opportunities and lower its ongoing expense run rate. The Company substantially completed its global workforce reduction during the fiscal year ended June 30, 2016. Restructuring charges for the year ended June 30, 2016 were $8.9 million, of which $3.6 million was recorded to costs of revenues, $1.6 million to research and development expense and $3.7 million to selling, general and administrative expense lines of the consolidated statements of operations. Restructuring charges for the year ended June 30, 2015 were $31.6 million, of which $8.0 million was recorded to costs of revenues, $11.1 million to research and development expense and $12.5 million to selling, general and administrative expense lines of the consolidated statements of operations.
The following table shows total receivables sold under factoring agreements and proceeds from sales of LC for the activityindicated periods:
Year Ended June 30,
(In thousands)202220212020
Receivables sold under factoring agreements$250,983 $305,565 $293,006 
Proceeds from sales of LC$151,924 $133,679 $59,036 
Factoring and LC fees for the sale of certain trade receivables were recorded in other expense (income), net and were not material for the periods presented.
Purchase Commitments. We maintain commitments to purchase inventory from our suppliers as well as goods, services, and other assets in the ordinary course of business. Our liability under these purchase commitments is generally restricted to a forecasted time-horizon as mutually agreed between the parties. This forecasted time-horizon can vary among different suppliers. Our estimate of our significant purchase commitments primarily for material, services, supplies and asset purchases is $3.75 billion as of June 30, 2022, a majority of which is primarilywill be due within the next 12 months. Actual expenditures will vary based upon the volume of the transactions and length of contractual service provided. In addition, the amounts paid under these arrangements may be less in the event that the arrangements are renegotiated or canceled. Certain agreements provide for potential cancellation penalties.
Cash LTI Plan. As of June 30, 2022, we have committed $198.8 million for future payment obligations under our Cash LTI Plan. The calculation of compensation expense related to accrued severancethe Cash LTI Plan includes estimated forfeiture rate assumptions. Cash LTI awards issued to employees under the Cash LTI Plan vest in 3 or 4 equal installments, with one-third or one-fourth of the aggregate amount of the Cash LTI award vesting on each anniversary of the grant date over a three or four-year period. In order to receive payments under a Cash LTI award, participants must be employed by us as of the applicable award vesting date.
Guarantees and benefitsContingencies. We maintain guarantee arrangements available through various financial institutions for the fiscal years endedup to $92.1 million, of which $59.6 million had been issued as of June 30, 2017, 20162022, primarily to fund guarantees to customs authorities for value-added tax and 2015:other operating requirements of our consolidated subsidiaries in Europe, Israel and Asia.
Indemnification Obligations. Subject to certain limitations, we are obligated to indemnify our current and former directors, officers and employees with respect to certain litigation matters and investigations that arise in connection with their service to us. These obligations arise under the terms of our certificate of incorporation, its bylaws, applicable contracts, and Delaware and California law. The obligation to indemnify generally means that we are required to pay or reimburse the individuals’ reasonable legal expenses and possibly damages and other liabilities incurred by several of our current and former directors, officers and employees in connection with these matters. For example, we have paid or reimbursed legal expenses incurred in connection with the investigation of our historical stock option practices and the related litigation and government inquiries. Although the maximum potential amount of future payments we could be required to make under the indemnification obligations generally described in this paragraph is theoretically unlimited, we believe the fair value of this liability, to the extent estimable, is appropriately considered within the reserve we have established for currently pending legal proceedings.
We are a party to a variety of agreements pursuant to which we may be obligated to indemnify the other party with respect to certain matters. Typically, these obligations arise in connection with contracts and license agreements or the sale of assets, under which we customarily agree to hold the other party harmless against losses arising therefrom, or provide customers with other remedies to protect against, bodily injury or damage to personal property caused by our products, non-compliance with our product performance specifications, infringement by our products of third-party intellectual property rights and a breach of warranties, representations and covenants related to matters such as title to assets sold, validity of certain intellectual property rights, non-infringement of third-party rights, and certain income tax-related matters. In each of these circumstances, payment by us is typically subject to the other party making a claim to and cooperating with us pursuant to the procedures specified in the particular contract. This usually allows us to challenge the other party’s claims or, in case of breach of intellectual property representations or covenants, to control the defense or settlement of any third-party claims brought against the other party. Further, our obligations under these agreements may be limited in terms of amounts, activity (typically at our option to replace or correct the products or terminate the agreement with a refund to the other party), and duration. In some instances, we may have recourse against third parties and/or insurance covering certain payments made by us.
In addition, we may in limited circumstances enter into agreements that contain customer-specific commitments on pricing, tool reliability, spare parts stocking levels, response time and other commitments. Furthermore, we may give these customers limited audit or inspection rights to enable them to confirm that we are complying with these commitments. If a customer elects to exercise its audit or inspection rights, we may be required to expend significant resources to support the audit
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 Year ended June 30,
(In thousands)2017 2016 2015
Beginning balance$587
 $24,887
 $2,329
Restructuring costs
 8,926
 31,569
Adjustments(147) (142) 1,177
Cash payments(440) (33,084) (10,188)
Ending balance$
 $587
 $24,887
or inspection, as well as to defend or settle any dispute with a customer that could potentially arise out of such audit or inspection. To date, we have made no significant accruals in our Consolidated Financial Statements for this contingency. While we have not in the past incurred significant expenses for resolving disputes regarding these types of commitments, we cannot make any assurance that it will not incur any such liabilities in the future.

It is not possible to predict the maximum potential amount of future payments under these or similar agreements due to the conditional nature of our obligations and the unique facts and circumstances involved in each particular agreement. Historically, payments made by us under these agreements have not had a material effect on our business, financial condition, results of operations or cash flows.

NOTE 1617 — DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The authoritative guidance requires companies to recognize all derivative instruments, and hedging activities, including foreign currency exchange contracts and rate lock agreements (collectively “derivatives”) as either assets or liabilities at fair value on the balance sheet. Changes in the fair value of derivatives that do not qualify for hedge treatment, as well as the ineffective portion of any hedges, are recognized in other expense (income), net in the consolidated statements of operations.Consolidated Balance Sheets. In accordance with the accounting guidance, the Company designateswe designate foreign currency forward exchangetransactions and optionoptions contracts and interest rate forward transactions as cash flow hedgeshedges. In accordance with the accounting guidance, we also designate certain foreign currency exchange contracts as net investment hedge transactions intended to mitigate the variability of the value of certain forecastedinvestments in foreign currency denominated sales and purchase transactions.subsidiaries.
KLA-Tencor’sOur foreign subsidiaries operate and sell KLA-Tencor’sour products in various global markets. As a result, KLA-Tencor iswe are exposed to risks relating to changes in foreign currency exchange rates. KLA-Tencor utilizesWe utilize foreign currency forward exchange contracts and option contracts to hedge against future movements in foreign currency exchange rates that affect certain existing and forecasted foreign currency denominated sales and purchase transactions, such as the Japanese yen, the euro, the New Taiwan dollarpound sterling and the Israeli new shekel. The CompanyWe routinely hedges itshedge our exposures to certain foreign currencies with various financial institutions in an effort to minimize the impact of certain currency exchange rate fluctuations. These currency forwardforeign exchange contracts, and options, designated as cash flow hedges, generally have maturities of less than 18 months. Cash flow hedges are evaluated for effectiveness monthly, based on changes in total fair value of the derivatives. If a financial counterparty to any of the Company’sour hedging arrangements experiences financial difficulties or is otherwise unable to honor the terms of the foreign currency hedge, the Companywe may experience material losses.
Since fiscal 2015, we have entered into 4 sets of Rate Lock Agreements to hedge the benchmark interest rate on portions of our Senior Notes prior to issuance. Upon issuance of the associated debt, the Rate Lock Agreements were settled and their fair values were recorded within AOCI. The resulting gains and losses from these transactions are amortized to interest expense over the lives of the associated debt. We recognized a net expense of $1.0 million, $1.1 million and $0.6 million for the fiscal years ended June 30, 2022, 2021 and 2020, respectively, for the amortization of the net of the 4 sets of Rate Lock Agreements that had been recognized in AOCI, which increased the interest expense on a net basis. As of June 30, 2022, the aggregate unamortized portion of the fair value of the Rate Lock Agreements was a $54.8 million net gain.
For derivative instrumentsderivatives that are designated and qualify as cash flow hedges, the effective portion of the gains or losses on the derivative is reported as a component of accumulated other comprehensive income (loss) (“OCI”)in AOCI and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. ChangesFor derivative contracts executed after adopting the new accounting guidance in fiscal 2019, the election to include time value for the assessment of effectiveness is made on all forward contracts designated as cash flow hedges. The change in fair value of currency forward exchange and option contracts due to changesthe derivative is recorded in time value are excluded fromAOCI until the hedged item is recognized in earnings. The assessment of effectiveness. Gains and losses oneffectiveness of options contracts designated as cash flow hedges exclude time value. The initial value of the derivative representing either hedge ineffectiveness or hedge componentscomponent excluded from the assessment of effectiveness areis recognized in current earnings.earnings over the life of the derivative contract. Any difference between change in the fair value of the excluded components and the amounts recognized in earnings are recorded in AOCI.
For derivativederivatives that are designated and qualify as a net investment hedge in a foreign operation and that meet the effectiveness requirements, the net gains or losses attributable to changes in spot exchange rates are recorded in cumulative translation within AOCI. The remainder of the change in value of such instruments is recorded in earnings using the mark-to-market approach. Recognition in earnings of amounts previously recorded in cumulative translation is limited to circumstances such as complete or substantially complete liquidation or sale of the net investment in the hedged foreign operations.
For derivatives that are not designated as accounting hedges, gains and losses are recognized in other expense (income), net. The Company usesWe use foreign currency forwardexchange contracts to hedge certain foreign currency denominated assets or liabilities. The gains and losses on these derivativesderivative instruments are largely offset by the changes in the fair value of the assets or liabilities being hedged.
In October 2014, in anticipation of the issuance of the Senior Notes, the Company entered into a series of forward contracts (“Rate Lock Agreements”) to lock the benchmark rate on a portion of the Senior Notes. The objective of the Rate Lock Agreements was to hedge the risk associated with the variability in interest rates due to the changes in the benchmark rate leading up to the closing of the intended financing, on the notional amount being hedged. The Rate Lock Agreements had a notional amount of $1.00 billion in aggregate which matured in the second quarter of the fiscal year ended June 30, 2015. The Company designated each of the Rate Lock Agreements as a qualifying hedging instrument and accounted for as a cash flow hedge, under which the effective portion of the gain or loss on the close out of the Rate Lock Agreements was initially recognized in accumulated other comprehensive income (loss) as a reduction of total stockholders’ equity and subsequently amortized into earnings as a component of interest expense over the term of the underlying debt. The ineffective portion, if any, was recognized in earnings immediately. The Rate Lock Agreements were terminated on the date of pricing of the $1.25 billion of 4.650% Senior Notes due in 2024 and the Company recorded the fair value of $7.5 million as a gain within accumulated other comprehensive income (loss) as of December 31, 2014. For the fiscal years ended June 30, 2017, 2016 and 2015, the Company recognized $0.8 million, $0.8 million and $0.5 million, respectively, for the amortization of the gain recognized in accumulated other comprehensive income (loss), which amount reduced the interest expense. As of June 30, 2017, the unamortized portion of the fair value of the forward contracts for the rate lock agreements was $5.5 million. The cash proceeds of $7.5 million from the settlement of the Rate Lock Agreements were included in the cash flows from operating activities in the consolidated statements of cash flows for the fiscal year ended June 30, 2015 because the designated hedged item was classified as interest expense in the cash flows from operating activities in the consolidated statements of cash flows.
In addition, in November 2014, the Company entered into a non-designated forward contract to lock the treasury rate used to determine the redemption amount of the 2018 Senior Notes. The objective of the forward contract was to hedge the risk associated with the variability of the redemption amount due to changes in interest rates through the redemption of the existing 2018 Senior Notes. The forward contract had a notional amount of $750.0 million. The forward contract was terminated in December 2014 and the resulting fair value of $1.2 million was included in the loss on extinguishment of debt and other, net line in the consolidated statements of operations, partially offsetting the loss on redemption of the debt during the three months ended December 31, 2014. The cash proceeds from the forward contract were included in the cash flows from financing activities in the consolidated statements of cash flows for the fiscal year ended June 30, 2015, partially offsetting the cash outflows for the redemption of the 2018 Senior Notes.

Derivatives in Cash Flow Hedging Relationships: Foreign Exchange Contracts and Interest Rate ContractsLock Agreements
The gains (losses) on derivatives in cash flow and net investment hedging relationships recognized in OCI for the indicated periods were as follows:
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Year Ended June 30,
(In thousands)202220212020
Derivatives Designated as Cash Flow Hedging Instruments:
Rate lock agreements:
Amounts included in the assessment of effectiveness$82,969 $— $— 
Foreign exchange contracts:
Amounts included in the assessment of effectiveness$21,940 $3,897 $(16,649)
Amounts excluded from the assessment of effectiveness$43 $(115)$(90)
Derivatives Designated as Net Investment Hedging Instruments:
Foreign exchange contracts(1)
$3,815 $(191)$— 
________________
(1)No amounts were reclassified from AOCI into earnings related to the sale of a subsidiary.
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The locations and amounts of designated and non-designated derivative instruments’derivatives’ gains and losses reported in the consolidated financial statementsConsolidated Statements of Operations for the indicated periods were as follows:
(In thousands)Location in Financial StatementsYear ended June 30,
2017 2016
Derivatives Designated as Hedging Instruments    
Gains (losses) in accumulated OCI on derivatives (effective portion)Accumulated OCI$10,138
 $(9,622)
Gains (losses) reclassified from accumulated OCI into income (effective portion):Revenues$2,846
 $(2,926)
 Costs of revenues(378) (1,551)
 Interest expense754
 755
 Net gains (losses) reclassified from accumulated OCI into income (effective portion)$3,222
 $(3,722)
Net losses recognized in income on derivatives (ineffective portion and amount excluded from effectiveness testing)Other expense (income), net$(929) $(989)
Derivatives Not Designated as Hedging Instruments    
Gains (losses) recognized in incomeOther expense (income), net$7,318
 $(21,430)
(In thousands)RevenuesCosts of Revenues and Operating ExpenseInterest ExpenseOther Expense (Income), Net
For the year ended June 30, 2020
Total amounts presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded$5,806,424 $4,304,223 $160,274 $2,678 
Gains (Losses) on Derivatives Designated as Hedging Instruments:
Rate lock agreements:
Amount of gains (losses) reclassified from AOCI to earnings$— $— $(637)$— 
Foreign exchange contracts:
Amount of gains (losses) reclassified from AOCI to earnings$4,473 $(1,377)$— $— 
Amount excluded from the assessment of effectiveness recognized in earnings$(387)$— $— $— 
Gains (Losses) on Derivatives Not Designated as Hedging Instruments:
Amount of gains (losses) recognized in earnings$— $— $— $1,990 
For the year ended June 30, 2021
Total amounts presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded$6,918,734 $4,430,254 $157,328 $(29,302)
Gains (Losses) on Derivatives Designated as Hedging Instruments:
Rate lock agreements:
Amount of gains (losses) reclassified from AOCI to earnings$— $— $(1,116)$— 
Foreign exchange contracts:
Amount of gains (losses) reclassified from AOCI to earnings$920 $551 $— $— 
Amount excluded from the assessment of effectiveness recognized in earnings$(536)$— $— $1,216 
Gains (Losses) on Derivatives Not Designated as Hedging Instruments:
Amount of gains (losses) recognized in earnings$— $— $— $670 
For the year ended June 30, 2022
Total amounts presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded$9,211,883 $5,557,702 $160,339 $4,605 
Gains (Losses) on Derivatives Designated as Hedging Instruments:
Rate lock agreements:
Amount of gains (losses) reclassified from AOCI to earnings$— $— $(1,007)$— 
Foreign exchange contracts:
Amount of gains (losses) reclassified from AOCI to earnings$11,219 $(3,762)$— $— 
Amount excluded from the assessment of effectiveness recognized in earnings$(531)$— $— $2,333 
Gains (Losses) on Derivatives Not Designated as Hedging Instruments:
Amount of gains (losses) recognized in earnings$— $— $— $(10,665)
The U.S. dollar equivalent of all outstanding notional amounts of foreign currency hedge contracts, with maximum remaining maturities of approximately ten months and seven11 months as of June 30, 20172022 and 2016, respectively,10 months as of June 30, 2021, were as follows:
99

(In thousands)As of
June 30, 2017
 As of
June 30, 2016
Cash flow hedge contracts   
Purchase$19,305
 $7,591
Sell$128,672
 $91,793
Other foreign currency hedge contracts   
Purchase$165,563
 $122,275
Sell$118,504
 $115,087

(In thousands)As of June 30, 2022As of June 30, 2021
Cash flow hedge contracts - foreign currency
Purchase$124,641 $12,550 
Sell$176,259 $134,845 
Net Investment hedge contracts - foreign currency
Sell$66,436 $66,848 
Other foreign currency hedge contracts
Purchase$565,586 $264,292 
Sell$389,368 $278,635 
The locations and fair value amounts of the Company’s derivative instrumentsour derivatives reported in itsour Consolidated Balance Sheets as of the dates indicated below were as follows:
Asset DerivativesLiability Derivatives
Asset Derivatives Liability Derivatives Balance Sheet 
Location
As of June 30, 2022As of June 30, 2021Balance Sheet 
Location
As of June 30, 2022As of June 30, 2021
Balance Sheet 
Location
 As of
June 30, 2017
 As of
June 30, 2016
 
Balance Sheet 
Location
 As of
June 30, 2017
 As of
June 30, 2016
(In thousands)Fair Value Fair Value(In thousands)Fair ValueFair Value
Derivatives designated as hedging instruments        Derivatives designated as hedging instruments
Foreign exchange contractsOther current assets $2,198
 $342
 Other current liabilities $72
 $4,736
Foreign exchange contractsOther current assets20,595 3,940 Other current liabilities8,406 272 
Total derivatives designated as hedging instruments 2,198
 342
 72
 4,736
Total derivatives designated as hedging instruments20,595 3,940 8,406 272 
Derivatives not designated as hedging instruments        Derivatives not designated as hedging instruments
Foreign exchange contractsOther current assets 3,733
 753
 Other current liabilities 1,203
 6,911
Foreign exchange contractsOther current assets19,716 4,312 Other current liabilities25,909 2,535 
Total derivatives not designated as hedging instruments 3,733
 753
 1,203
 6,911
Total derivatives not designated as hedging instruments19,716 4,312 25,909 2,535 
Total derivatives $5,931
 $1,095
 $1,275
 $11,647
Total derivatives$40,311 $8,252 $34,315 $2,807 
The following table provides the balances and changes in accumulated OCI,AOCI, before taxes, related to derivative instrumentsderivatives for the indicated periods:periods were as follows:
 Year ended June 30,Year Ended June 30,
(In thousands) 2017 2016(In thousands)202220212020
Beginning balance $1,210
 $7,110
Beginning balance$(25,830)$(29,602)$(10,791)
Amount reclassified to income (3,222) 3,722
Net change in unrealized gains or losses 10,138
 (9,622)
Amount reclassified to earnings as net (gains) lossesAmount reclassified to earnings as net (gains) losses(5,919)181 (2,072)
Net change in unrealized gains (losses)Net change in unrealized gains (losses)108,767 3,591 (16,739)
Ending balance $8,126
 $1,210
Ending balance$77,018 $(25,830)$(29,602)
Offsetting of Derivative Assets and Liabilities
KLA-Tencor presentsWe present derivatives at gross fair values in the Consolidated Balance Sheets. The Company hasWe have entered into arrangements with each of itsour counterparties, which reduce credit risk by permitting net settlement of transactions with the same counterparty under certain conditions. As of June 30, 2017 and 2016,The information related to the offsetting arrangements for the periods indicated was as follows (in thousands):follows:
As of June 30, 2022Gross Amounts of Derivatives Not Offset in the Consolidated Balance Sheets
(In thousands)Gross Amounts of DerivativesGross Amounts of Derivatives Offset in the Consolidated Balance SheetsNet Amount of Derivatives Presented in the Consolidated Balance SheetsFinancial InstrumentsCash Collateral ReceivedNet Amount
Derivatives - assets$40,311 $— $40,311 $(12,291)$— $28,020 
Derivatives - liabilities$(34,315)$— $(34,315)$12,291 $— $(22,024)
As of June 30, 2017     Gross Amounts of Derivatives Not Offset in the Consolidated Balance Sheets  
Description Gross Amounts of Derivatives Gross Amounts of Derivatives Offset in the Consolidated Balance Sheets Net Amount of Derivatives Presented in the Consolidated Balance Sheets Financial Instruments Cash Collateral Received Net Amount
Derivatives - Assets $5,931
 $
 $5,931
 $(1,275) $
 $4,656
Derivatives - Liabilities $(1,275) $
 $(1,275) $1,275
 $
 $
100

As of June 30, 2016     Gross Amounts of Derivatives Not Offset in the Consolidated Balance Sheets  
Description Gross Amounts of Derivatives Gross Amounts of Derivatives Offset in the Consolidated Balance Sheets Net Amount of Derivatives Presented in the Consolidated Balance Sheets Financial Instruments Cash Collateral Received Net Amount
Derivatives - Assets $1,095
 $
 $1,095
 $(843) $
 $252
Derivatives - Liabilities $(11,647) $
 $(11,647) $843
 $
 $(10,804)
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As of June 30, 2021Gross Amounts of Derivatives Not Offset in the Consolidated Balance Sheets
(In thousands)Gross Amounts of DerivativesGross Amounts of Derivatives Offset in the Consolidated Balance SheetsNet Amount of Derivatives Presented in the Consolidated Balance SheetsFinancial InstrumentsCash Collateral ReceivedNet Amount
Derivatives - assets$8,252 $— $8,252 $(2,492)$— $5,760 
Derivatives - liabilities$(2,807)$— $(2,807)$2,492 $— $(315)
NOTE 1718 — RELATED PARTY TRANSACTIONS
During the fiscal years ended June 30, 2022, 2021 and 2020, we purchased from, or sold to, several entities, where one or more of our executive officers or members of our Board of Directors, or their immediate family members were, during the periods presented, an executive officer or a board member of a subsidiary, including Ansys, Inc., Citrix Systems, Inc., HP Inc. and Keysight Technologies, Inc. Proofpoint, Inc. was a related party only during the fiscal years ended June 30, 2021 and 2020. Anaplan, Inc.was a related party only during fiscal year ended June 30, 2020. The following table provides the transactions with these parties for the indicated periods (for the portion of such period that they were considered related):
Year Ended June 30,
(In thousands)202220212020
Total revenues$2,334 $1,276 $4,237 
Total purchases$1,082 $1,347 $2,414 
Our receivable balance was $1.1 million and $1.1 million and payable balances were immaterial from these parties as of June 30, 2022 and 2021, respectively.
NOTE 19 — SEGMENT REPORTING AND GEOGRAPHIC INFORMATION
KLA-Tencor reports one reportable segment in accordance with the provisions of the authoritative guidanceASC 280, Segment Reporting, establishes standards for segment reporting.reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. KLA-Tencor’s chief operating decision makerOur CODM is itsour Chief Executive Officer.
We have 4 reportable segments: Semiconductor Process Control; Specialty Semiconductor Process; PCB, Display and Component Inspection; and Other. The Company is engaged primarily in designing, manufacturingreportable segments are determined based on several factors including, but not limited to, customer base, homogeneity of products, technology, delivery channels and marketing process controlsimilar economic characteristics.
Semiconductor Process Control
The Semiconductor Process Control segment offers a comprehensive portfolio of inspection, metrology and yield management solutions for the semiconductordata analytics products, and related nanoelectronics industries.
All operating segments have been aggregated dueservices, which helps IC manufacturers achieve target yield throughout the entire semiconductor fabrication process, from R&D to their inter-dependencies, commonality of long-term economic characteristics,final volume production. Our differentiated products and services theare designed to provide comprehensive solutions that help our customers accelerate development and production processes, class of customerramp cycles, achieve higher and distribution processes. The Company’s service products are an extension of the system product portfoliomore stable semiconductor die yields and provide customers with spare parts and fab management services (including system preventive maintenance and optimization services) to improve yield, increase production uptime and throughput, and lower the cost of ownership. Since the Company operates in onetheir overall profitability. This reportable segment all financialis comprised of 2 operating segments, Wafer Inspection and Patterning and GSS.
Specialty Semiconductor Process
The Specialty Semiconductor Manufacturing segment information requireddevelops and sells advanced vacuum deposition and etching process tools, which are used by a broad range of specialty semiconductor customers, including manufacturers of MEMS, radio frequency communication chips, and power semiconductors for automotive and industrial applications. This reportable segment is comprised of 1 operating segment.
PCB, Display and Component Inspection
The PCB, Display and Component Inspection segment enables electronic device manufacturers to inspect, test and measure PCBs, FPDs and ICs to verify their quality, pattern the authoritative guidance can be founddesired electronic circuitry on the relevant substrate and perform three-dimensional shaping of metalized circuits on multiple surfaces. This segment also engages in the consolidateddevelopment and marketing of character recognition solutions to banks, financial statements.and other payment processing institutions and healthcare providers. This reportable segment is comprised of 2 operating segments, PCB and Display and Component Inspection.
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Other
The Company’sOther segment is comprised of one operating segment. During the fourth quarter of fiscal 2020, we entered into an Asset Purchase Agreement to sell certain core assets of our non-strategic solar energy business, OLTS, which accounted for the majority of our Other reportable segment. The sale was completed in the first quarter of fiscal 2021 with an insignificant amount of proceeds. This business was engaged in the research, development and marketing of products for the deposition of thin film coating of various materials on crystalline silicon photovoltaic wafers for solar energy panels.
The CODM assesses the performance of each operating segment and allocates resources to those segments based on total revenue and segment gross profit and does not evaluate the segments using discrete asset information. Segment gross profit excludes corporate allocations and effects of changes in foreign currency exchange rates, amortization of intangible assets, amortization of inventory fair value adjustments, and transaction costs associated with our acquisitions related to costs of revenues.
The following is a summary of results for each of our 4 reportable segments for the indicated periods:
 Year Ended June 30,
(In thousands)202220212020
Semiconductor Process Control:
Revenues$7,924,822 $5,734,825 $4,745,446 
Segment gross profit$5,167,679 $3,705,222 $3,028,167 
Specialty Semiconductor Process:
Revenues$456,579 $369,216 $329,700 
Segment gross profit$242,520 $206,706 $183,641 
PCB, Display and Component Inspection:
Revenues$832,176 $812,620 $727,451 
Segment gross profit$378,964 $390,571 $315,723 
Other:
Revenues$— $739 $3,614 
Segment gross profit$— $(68)$(63)
Totals:
Revenues for reportable segments$9,213,577 $6,917,400 $5,806,211 
Segment gross profit$5,789,163 $4,302,431 $3,527,468 
The following table reconciles total reportable segment revenue to total revenue for the indicated periods:
 Year Ended June 30,
(In thousands)202220212020
Total revenues for reportable segments$9,213,577 $6,917,400 $5,806,211 
Corporate allocations and effects of foreign exchange rates(1,694)1,334 213 
Total revenues$9,211,883 $6,918,734 $5,806,424 
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The following table reconciles total segment gross profit to total income before income taxes for the indicated periods:
 Year Ended June 30,
(In thousands)202220212020
Total segment gross profit$5,789,163 $4,302,431 $3,527,468 
Acquisition-related charges, corporate allocations and effects of foreign exchange rates(1)
169,721 155,862 170,605 
R&D1,105,254 928,487 863,864 
SG&A860,007 729,602 734,149 
Goodwill impairment— — 256,649 
Interest expense160,339 157,328 160,274 
Loss on extinguishment of debt— — 22,538 
Other expense (income), net4,605 (29,302)2,678 
Income before income taxes$3,489,237 $2,360,454 $1,316,711 
__________________
(1)Acquisition-related charges primarily include amortization of intangible assets, amortization of inventory fair value adjustments, and other acquisition-related costs classified or presented as part of costs of revenues.
Our significant operations outside the United StatesU.S. include manufacturing facilities in China, Germany, Israel and Singapore and sales, marketing and service offices in Japan, the rest of the Asia Pacific region and Europe. For geographical revenue reporting, revenues are attributed to the geographic location in which the customer is located. Long-lived assets consist of land, property and equipment, net, and are attributed to the geographic region in which they are located.
The following is a summary of revenues by geographic region, based on ship-to location, for the indicated periods (as a percentage of total revenues):periods:
(Dollar amounts in thousands)Year ended June 30,(Dollar amounts in thousands)Year Ended June 30,
2017 2016 2015202220212020
Revenues:           Revenues:
ChinaChina$2,660,438 29 %$1,831,446 26 %$1,495,977 26 %
Taiwan$1,104,307
 32% $894,557
 30% $691,482
 25%Taiwan2,528,482 27 %1,690,558 25 %1,598,201 27 %
Korea688,094
 20% 367,905
 12% 405,320
 14%Korea1,430,495 16 %1,343,473 19 %911,848 16 %
North America523,024
 14% 521,335
 18% 815,914
 29%North America928,043 10 %765,974 11 %651,328 11 %
China412,098
 12% 430,074
 14% 162,669
 6%
Japan351,202
 10% 444,216
 15% 426,963
 15%Japan724,773 %639,381 %660,772 11 %
Europe & Israel263,789
 8% 167,936
 6% 194,670
 7%
Europe and IsraelEurope and Israel636,664 %396,422 %322,085 %
Rest of Asia137,500
 4% 158,470
 5% 117,031
 4%Rest of Asia302,988 %251,480 %166,213 %
Total$3,480,014
 100% $2,984,493
 100% $2,814,049
 100%Total$9,211,883 100 %$6,918,734 100 %$5,806,424 100 %
The following is a summary of revenues by major products for the indicated periods (as a percentage of total revenues):periods:
(Dollar amounts in thousands)Year ended June 30,
202220212020
Revenues:
Wafer Inspection$4,014,726 44 %$2,661,167 39 %$2,080,484 36 %
Patterning2,050,025 22 %1,505,990 22 %1,278,382 22 %
Specialty Semiconductor Process414,811 %304,627 %269,667 %
PCB, Display and Component Inspection562,464 %562,104 %497,026 %
Services1,910,455 21 %1,678,418 24 %1,477,699 25 %
Other259,402 %206,428 %203,166 %
Total$9,211,883 100 %$6,918,734 100 %$5,806,424 100 %
(Dollar amounts in thousands)Year ended June 30,
2017 2016 2015
Revenues:           
Wafer Inspection$1,601,190
 46% $1,293,922
 43% $1,224,858
 44%
Patterning917,178
 26% 772,045
 26% 736,959
 26%
Global Service and Support (1)
897,794
 26% 852,151
 29% 790,971
 28%
Other63,852
 2% 66,375
 2% 61,261
 2%
Total$3,480,014
 100% $2,984,493
 100% $2,814,049
 100%
__________________ 
(1) The Global ServiceWafer Inspection and Support revenues includes service revenues as presentedPatterning products are offered in the consolidated statementsSemiconductor Process Control segment. Services are offered in multiple segments. Other includes primarily refurbished systems, remanufactured legacy systems, and enhancements and upgrades for previous-generation products that are part of operations as well as certain product revenues, primarily revenues from the Company’s K-T Pro business.Semiconductor Process Control segment.
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In the fiscal year ended June 30, 2017,2022, two customers accounted for approximately 23%20% and 16%12% of total revenues. In the fiscal year ended June 30, 2016,2021, two customers accounted for approximately 18%17% and 10%15% of total revenues. In the fiscal year ended June 30, 2015, three2020, two customers accounted for approximately 15%, 12%20% and 11%14% of total revenues.

Long-lived assetsLand, property and equipment, net by geographic region as of the dates indicated below were as follows:
 As of June 30,
(In thousands)20222021
Land, property and equipment, net:
U.S.$547,454 $447,359 
Singapore146,057 76,882 
Israel72,791 57,403 
Europe55,370 56,895 
Rest of Asia28,257 24,488 
Total$849,929 $663,027 
 As of June 30,
(In thousands)2017 2016
Long-lived assets:   
United States$191,096
 $182,597
Singapore39,118
 41,658
Israel30,182
 30,844
Europe13,300
 13,347
Rest of Asia10,279
 9,568
Total$283,975
 $278,014

NOTE 1820RELATED PARTY TRANSACTIONSRESTRUCTURING CHARGES
DuringOver the last few years, management approved plans to streamline our organization and business processes, which included reductions of workforce.
Restructuring charges were $1.0 million for fiscal yearsyear ended June 30, 2017, 2016 and 2015, the Company purchased from, or sold to, several entities, where one or more executive officers of the Company or members of the Company’s Board of Directors, or their immediate family members2022. Restructuring charges were during the periods presented, an executive officer or a board member or a board member of a subsidiary, including Broadcom Limited, Cisco Systems, Inc., Citrix Systems, Inc., Juniper Networks, Inc., Keysight Technologies, Inc., MetLife, and NetApp, Inc. The following table provides the transactions with these parties$12.4 million for the indicated periods (for the portion of such period that they were considered related):
 Year ended June 30,
(In thousands)2017 2016 2015
Total revenues$16
 $8
 $1,856
Total purchases$1,048
 $983
 $1,098
The Company’s receivable and payable balances from these parties were immaterial atyear ended, June 30, 20172021 and 2016. Management believes that such transactions are at arm’s lengthincluded $3.9 million of non-cash charges for accelerated depreciation related to certain ROU assets and on similar termsfixed assets to be abandoned. Restructuring charges were $7.7 million for the year ended June 30, 2020. The amounts of restructuring charges accrued were $2.1 million and $3.3 million as would have been obtained from unaffiliated third parties.of June 30, 2022 and 2021, respectively.
NOTE 1921 — SUBSEQUENT EVENTS
On August 3, 2017, the Company4, 2022, we announced that itsour Board of Directors had declared a quarterly cash dividend of $0.59$1.30 per share to be paid on September 1, 20172022 to stockholders of record as of the close of business on August 15, 2017.2022.
On July 7, 2022 we borrowed $300.0 million from the Revolving Credit Facility, of which $75.0 million was repaid on July 29, 2022.
NOTE 20 — QUARTERLY CONSOLIDATED RESULTS OF OPERATIONS (UNAUDITED)
The following isOn July 7, 2022, the Company completed a summary of the Company’s quarterly consolidated results of operations (unaudited)tender offer for the fiscal years ended June 30, 2017purchase of $500.0 million of our $1.25 billion outstanding 4.650% 2014 Senior Notes due in 2024 and 2016.recognized a loss of approximately $13 million as a result of this early extinguishment.

104
(In thousands, except per share data)
First quarter
ended
September 30, 2016
 
Second quarter
ended
December 31, 2016
 
Third quarter
ended
March 31, 2017
 
Fourth quarter
ended
June 30, 2017
Total revenues$750,673
 $876,885
 $913,809
 $938,647
Gross margin$472,837
 $558,378
 $570,535
 $590,717
Net income$178,101
 $238,251
 $253,562
 $256,162
Net income per share:       
Basic(1)
$1.14
 $1.52
 $1.62
 $1.64
Diluted(1)
$1.13
 $1.52
 $1.61
 $1.62


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(In thousands, except per share data)
First quarter
ended
September 30, 2015
 
Second quarter
ended
December 31, 2015
 
Third quarter
ended
March 31, 2016
 
Fourth quarter
ended
June 30, 2016
Total revenues$642,644
 $710,245
 $712,433
 $919,171
Gross margin$372,400
 $429,265
 $437,834
 $581,603
Net income$104,897
 $152,207
 $175,777
 $271,541
Net income per share:       
Basic(1)
$0.67
 $0.98
 $1.13
 $1.74
Diluted(1)
$0.66
 $0.98
 $1.12
 $1.73
Report of Independent Registered Public Accounting Firm
 __________________ 
(1)Basic and diluted net income per share are computed independently for each of the quarters presented based on the weighted-average basic and fully diluted shares outstanding for each quarter. Therefore, the sum of quarterly basic and diluted net income per share information may not equal annual basic and diluted net income per share.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of KLA-Tencor Corporation:KLA Corporation
In our opinion,Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial positionbalance sheets of KLA-TencorKLA Corporation and its subsidiaries at (the “Company”) as of June 30, 20172022 and June 30, 2016,2021, and the resultsrelated consolidated statements of their operations, comprehensive income, stockholders’ equity and their cash flows for each of the three years in the period ended June 30, 20172022, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of June 30, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2022 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 20172022, based on criteria established in Internal Control—Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations ofCOSO.

Change in Accounting Principle

As discussed in Note 1 to the Treadway Commission (COSO). consolidated financial statements, the Company changed the manner in which it accounts for current expected credit losses in 2021.

Basis for Opinions

The Company’sCompany's management is responsible for these consolidated financial statements, and financial statement schedule, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on thesethe Company’s consolidated financial statements on the financial statement schedule, and on the Company’sCompany's internal control over financial reporting based on our integrated audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, andas well as evaluating the overall presentation of the consolidated financial statement presentation.statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
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dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Uncertain Tax Position Related to the Ongoing Israeli Tax Authority Matter

As described in Notes 1 and 14 to the consolidated financial statements, the Company has recorded liabilities for uncertain tax positions of $217.9 million as of June 30, 2022, which includes a liability for an uncertain tax position arising from a tax assessment and subsequent Tax Decrees received from the Israel Tax Authority (“ITA”). The calculation of the Company’s tax liability associated with the ongoing ITA matter involves dealing with uncertainties in the application of complex tax regulations. Management recognizes liabilities for uncertain tax positions based on the two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained in audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. Management re-evaluates uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to changes in facts or circumstances, changes in tax law, effectively settled issues under audit and new audit activity.

The principal considerations for our determination that performing procedures relating to the uncertain tax position related to the ongoing ITA matter is a critical audit matter are (i) the significant judgment by management when determining the uncertain tax position and the application of complex tax regulations; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s timely identification and accurate measurement of the uncertain tax position; and (iii) the evaluation of audit evidence available to support the tax liability for the uncertain tax position is complex and resulted in significant auditor judgment as the nature of the evidence is often highly subjective.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the identification and recognition of the liability for the uncertain tax position, controls addressing completeness of the uncertain tax position, and controls over measurement of the liability. These procedures also included, among others (i) testing the information used in the calculation of the liability for the uncertain tax position related to the ongoing ITA matter, including evaluating international filing positions, the related final tax returns, and communications between the Company and the tax authorities; (ii) testing the calculation of the liability, including management’s assessment of the technical merits of tax position related to the ITA matter and estimates of the amount of tax benefit expected to be sustained for the matter; and (iii) testing the completeness of management’s assessment of both the identification of the uncertain tax position and possible outcomes of each uncertain tax position.

/s/ PricewaterhouseCoopers LLP

San Jose, California
August 4, 20175, 2022

We have served as the Company’s auditor since 1977.
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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Table of Contents
SCHEDULE II
Valuation and Qualifying Accounts
(In thousands)Balance at
Beginning
of Period
Charged to
Expense
Deductions/
Adjustments
Balance
at End
of Period
Fiscal Year Ended June 30, 2020:
Allowance for Credit Losses$12,001 $(189)$10 $11,822 
Allowance for Deferred Tax Assets$166,571 $— $15,275 $181,846 
Fiscal Year Ended June 30, 2021:
Allowance for Credit Losses$11,822 $2,246 $3,968 $18,036 
Allowance for Deferred Tax Assets$181,846 $2,650 $19,937 $204,433 
Fiscal Year Ended June 30, 2022:
Allowance for Credit Losses$18,036 $5,710 $(3,115)$20,631 
Allowance for Deferred Tax Assets$204,433 $8,096 $31,900 $244,429 
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A.CONTROLS AND PROCEDURES
ITEM 9A.CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The CompanyWe conducted an evaluation of the effectiveness of the design and operation of itsour disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (“Disclosure Controls”) as of the end of the period covered by this Annual Report on Form 10-K (this “Report”) required by Exchange Act Rules 13a-15(b) or 15d-15(b). The evaluation of our disclosure controls evaluationand procedures was conducted under the supervision and with the participation of the Company’sour management, including the Company’sour Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based on this evaluation, the CEO and CFO have concluded that as of June 30, 2022, the end of the period covered by this Report, the Company’sour Disclosure Controls were effective at a reasonable assurance level.
Attached as exhibits to this Report are certifications of the CEO and CFO, which are required in accordance with Rule 13a-14 of the Exchange Act. This Controls and Procedures section includes the information concerning the controls evaluation referred to in the certifications, and it should be read in conjunction with the certifications for a more complete understanding of the topics presented.
Definition of Disclosure Controls
Disclosure Controls are controls and procedures designed to reasonably assure that information required to be disclosed in the Company’sour reports filed or submitted under the Exchange Act, such as this Report, is recorded, processed, summarized and reported within the time periods specified in the SEC’sSecurities and Exchange Commission’s rules and forms. Disclosure Controls are also designed to reasonably assure that such information is accumulated and communicated to the Company’sour management, including theour CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. The Company’sOur Disclosure Controls include components of itsour internal control over financial reporting, which consists of control processes designed to provide reasonable assurance regarding the reliability of itsour financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the United States. To the extent that components of the Company’sour internal control over financial reporting are included within itsour Disclosure Controls, they are included in the scope of the Company’sour annual controls evaluation.
Management’s Report on Internal Control over Financial Reporting
The Company’sOur management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of the Company’sour management, including theour CEO and CFO, the Companywe conducted an evaluation of the effectiveness of itsour internal control over financial reporting based on criteria established in the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, the Company’sour management concluded that the Company’sour internal control over financial reporting was effective as of June 30, 2017.2022.
107

The effectiveness of the Company’sour internal control over financial reporting as of June 30, 20172022 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Item 8, “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

Limitations on the Effectiveness of Controls
The Company’sOur management, including theour CEO and CFO, does not expect that the Company’sour Disclosure Controls or internal control over financial reporting will prevent all errorserror and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving itsour stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’sour internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fourth quarter of the fiscal year 2017ended June 30, 2022 that have materially affected, or areis reasonably likely to materially affect, the Company’sour internal control over financial reporting.

ITEM 9B.OTHER INFORMATION
ITEM 9B.OTHER INFORMATION
None.

ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III


ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
For the information required by this Item, see “Information About the Board of Directors and the Nominees,its Committees,” “Information About Executive Officers,” “Our Corporate Governance Practices - Standards of Business Conduct; Whistleblower Hotline and Website,” “Report of the Audit Committee,” and, if applicable, “Security Ownership of Certain Beneficial Owners and Management—Management - Delinquent Section 16(a) Beneficial Ownership Reporting Compliance,Reports, “Our Corporate Governance Practices—Standards of Business Conduct; Whistleblower Hotline and Website” and “Information About the Board of Directors and Its Committees—Audit Committee” in the Proxy Statement, which is incorporated herein by reference.

ITEM 11.EXECUTIVE COMPENSATION
ITEM 11.EXECUTIVE COMPENSATION
For the information required by this Item, see “Executive Compensation and Other Matters,” “Director Compensation”“Information About the Board of Directors and Its Committees - Director Compensation,” “Our Corporate Governance Practices - Compensation and Talent Committee Interlocks and Insider Participation,” “Compensation and Talent Committee Report,” and “Information About the Board of Directors and Its Committees—Committees - Compensation Committee—and Talent Committee - Risk Considerations in Our Compensation Programs” in the Proxy Statement, which is incorporated herein by reference.

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
For the information required by this Item, see “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the Proxy Statement, which is incorporated herein by reference.
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Table of Contents
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
For the information required by this Item, see “Certain Relationships and Related Transactions” and “Information About the Board of Directors and Its Committees —The- The Board of Directors” in the Proxy Statement, which is incorporated herein by reference.
ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES
ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES
For the information required by this Item, see “Proposal Two: Ratification of Appointment of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending June 30, 20182023” in the Proxy Statement, which is incorporated herein by reference.

PART IV

ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this Annual Report on Form 10-K:
1. Financial Statements:
The following financial statements and schedules of the Registrant are contained in Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K:
2. Financial Statement Schedule:
The following financial statement schedule of the Registrant is filed as part of this Annual Report on Form 10-K and should be read in conjunction with the financial statements:
All other schedules are omitted because they are either not applicable or the required information is shown in the Consolidated Financial Statements or notes thereto.
3. Exhibits

The information required by this Itemitem is set forth in the Exhibit Index following Schedule II included in this Annual Report.below.

109



Exhibit
Number
Exhibit DescriptionIncorporated by Reference
FormFile No.Exhibit
Number
Filing Date
10-KNo. 000-099923.1August 16, 2019
8-KNo. 000-099923.1May 7, 2021
8-KNo. 000-099924.1November 7, 2014
8-KNo. 000-099924.2November 7, 2014
8-KNo. 000-099924.1June 24, 2022
8-KNo. 000-099924.2June 24, 2022
8-KNo. 000-099924.2March 20, 2019
8-KNo. 000-099924.2March 3, 2020
10-QNo. 000-099924.1October 30, 2020
S-8No. 22828310.1November 8, 2018
10-KNo. 000-0999210.2August 6, 2021
10-KNo. 000-0999210.3August 6, 2021
8-KNo. 000-0999210.1June 24, 2022
10-KNo. 000-0999210.9August 16, 2019
8-KNo. 000-0999210.1June 8, 2022
8-KNo. 000-0999210.1October 20, 2016
10-QNo. 000-0999210.45October 22, 2015
10-QNo. 000-0999210.1April 29, 2022
110

Exhibit
Number
Exhibit DescriptionIncorporated by Reference
FormFile No.Exhibit
Number
Filing Date
101.INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
__________________
*Denotes a management contract, plan or arrangement.
+Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10).
^Furnished herewith
ITEM 16.     FORM 10-K SUMMARY
None.

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 Corporation
KLA-Tencor Corporation
August 4, 20172022By:
/S/    RICHARD P. WALLACE
(Date)Richard P. Wallace
President and Chief Executive Officer

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Table of Contents
Each person whose signature appears below constitutes and appoints Richard P. Wallace and Bren D. Higgins, and each or any of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this Report, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
SignatureTitleDate
/s/    RICHARD P. WALLACE
President, Chief Executive Officer and Director (principal executive officer)August 4, 2022
Richard P. Wallace
SignatureTitleDate
/s/    RICHARD P. WALLACE    
President, Chief Executive Officer and Director (principal executive officer)August 4, 2017
Richard P. Wallace
/s/     BREN D. HIGGINS
Executive Vice President and Chief Financial Officer (principal financial officer)August 4, 20172, 2022
Bren D. Higgins
/s/    VIRENDRA A. KIRLOSKAR
Senior Vice President and Chief Accounting Officer (principal accounting officer)August 4, 20173, 2022
Virendra A. Kirloskar
/s/    EDWARD W. BARNHOLT
Chairman of the Board and DirectorAugust 4, 20172, 2022
Edward W. Barnholt
/s/    ROBERT M. CALDERONI
DirectorAugust 4, 20172, 2022
Robert M. Calderoni
/s/    JOHN T. DICKSON  ENEANNE HANLEY
DirectorAugust 4, 20172022
John T. DicksonJeneanne Hanley
/s/    EMIKO HIGASHI
DirectorAugust 4, 20172, 2022
Emiko Higashi
/s/    KEVIN J. KENNEDY
DirectorAugust 4, 20172, 2022
Kevin J. Kennedy
/s/ GARYGARY B. MOORE
MOORE
DirectorAugust 4, 20172, 2022
Gary B. Moore
/s/    MARIE MYERSDirectorAugust 2, 2022
Marie Myers
/s/    KIRAN M. PATEL
DirectorAugust 4, 20172, 2022
Kiran M. Patel
/s/ VICTOR PENGDirectorAugust 2, 2022
Victor Peng
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Table of Contents
/s/    ROBERT A. RANGO
DirectorAugust 4, 20172, 2022
Robert A. Rango
/s/    DAVID C. WANG    
DirectorAugust 4, 2017
David C. Wang

SCHEDULE II
Valuation and Qualifying Accounts
(In thousands)
Balance at
Beginning
of Period
 
Charged to
Expense
 
Deductions/
Adjustments
 
Balance
at End
of Period
Fiscal Year Ended June 30, 2015:       
Allowance for Doubtful Accounts$21,827
 $
 $(164) $21,663
Allowance for Deferred Tax Assets$76,328
 $
 $15,022
 $91,350
Fiscal Year Ended June 30, 2016:       
Allowance for Doubtful Accounts$21,663
 $
 $9
 $21,672
Allowance for Deferred Tax Assets$91,350
 $1,763
 $11,855
 $104,968
Fiscal Year Ended June 30, 2017:

      
Allowance for Doubtful Accounts$21,672
 $
 $(36) $21,636
Allowance for Deferred Tax Assets$104,968
 $
 $15,740
 $120,708

KLA-TENCOR CORPORATION
EXHIBIT INDEX
Exhibit
Number
 Exhibit Description Incorporated by Reference
Form File No. 
Exhibit
Number
 Filing Date
2.1 Agreement and Plan of Merger and Reorganization, dated as of October 20, 2015, by and among Lam Research Corporation, Topeka Merger Sub 1, Inc., Topeka Merger sub 2, Inc. and KLA-Tencor Corporation 8-K No. 000-09992 2.1 October 21, 2015
2.2 Termination Agreement with Lam Research Corporation 8-K No. 000-09992 2.1 October 6, 2016
3.1 Amended and Restated Certificate of Incorporation 10-Q No. 000-09992 3.1 May 14, 1997
3.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation 10-Q No. 000-09992 3.1 February 14, 2001
3.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company effective as of November 8, 2012 8-K No. 000-09992 3.1 November 13, 2012
3.4 Amended and Restated Bylaws of the Company effective as of May 7, 2015 8-K No. 000-09992 3.1 May 8, 2015
4.1 Indenture dated November 6, 2014 between KLA-Tencor Corporation and Wells Fargo Bank, National Association, as trustee 8-K No. 000-09992 4.1 November 7, 2014
4.2 Form of Officer’s Certificate setting forth the terms of the Notes (with form of Notes attached) 8-K No. 000-09992 4.2 November 7, 2014
10.1 2004 Equity Incentive Plan (as amended and restated (as of August 7, 2014))* 8-K No. 000-09992 10.45 August 12, 2014
10.2 Notice of Grant of Restricted Stock Units* 10-Q No. 000-09992 10.18 May 4, 2006
10.3 Form of Restricted Stock Unit Award Notification (Performance-Vesting) (approved August 2014)* 8-K No. 000-09992 10.49 August 12, 2014
10.4 Form of Restricted Stock Unit Award Notification (Service-Vesting) (approved August 2012)* 8-K No. 000-09992 10.1 August 2, 2012
10.5 Form of Restricted Stock Unit Award Notification (Service-Vesting; 25% Annual Vesting) (approved August 2014)* 8-K No. 000-09992 10.50 August 12, 2014
10.6 Form of Restricted Stock Unit Award Notification (Service-Vesting; 50% Vesting Year Two, 50% Vesting Year Four) (approved August 2014)* 8-K No. 000-09992 10.51 August 12, 2014
10.7 Form of Restricted Stock Unit Agreement for U.S. Employees (with Dividend Equivalents) (approved August 2014)* 8-K No. 000-09992 10.46 August 12, 2014
10.8 Form of Restricted Stock Unit Agreement for Non-U.S. Employees (with Dividend Equivalents) (approved August 2014)* 8-K No. 000-09992 10.48 August 12, 2014
10.9 KLA-Tencor Corporation Performance Bonus Plan* DEF 14A No. 000-09992 App. B September 26, 2013
10.10 Fiscal Year 2015 Executive Incentive Plan*+ 10-Q No. 000-09992 10.53 October 24, 2014
10.11 Fiscal Year 2016 Executive Incentive Plan*+ 10-Q No. 000-09992 10.44 October 22, 2015
10.12 Executive Deferred Savings Plan (as amended and restated effective November 7, 2012)* 10-Q No. 000-09992 10.42 January 25, 2013

Exhibit
Number
 Exhibit Description Incorporated by Reference
Form File No. 
Exhibit
Number
 Filing Date
10.13 Credit Agreement dated November 14, 2014 among KLA-Tencor Corporation, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent 8-K No. 000-09992 10.54 November 17, 2014
10.14 Fiscal year 2017 6-Month Executive Incentive Plan*+ 10-Q No. 000-09992 10.1 October 20, 2016
10.15 Amended and Restated Executive Severance Plan* 8-K No. 000-09992 10.1 October 20, 2016
10.16 Amended and Restated 2010 Executive Severance Plan 10-Q No. 000-09992 10.45 October 22, 2015
10.17 Calendar Year 2017 Executive Incentive Plan*+ 10-Q No. 000-09992 10.1 April 28, 2017
12.1 Computation of Ratio of Earnings to Fixed Charges        
21.1 List of Subsidiaries        
23.1 Consent of Independent Registered Public Accounting Firm        
31.1 Certification of Chief Executive Officer under Rule 13a-14(a) of the Securities Exchange Act of 1934        
31.2 Certification of Chief Financial Officer under Rule 13a-14(a) of the Securities Exchange Act of 1934        
32 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350        
99.1 Risks related to the Merger with Lam Research        
101.INS XBRL Instance Document        
101.SCH XBRL Taxonomy Extension Schema Document        
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document        
101.DEF XBRL Taxonomy Extension Definition Linkbase Document        
101.LAB XBRL Taxonomy Extension Label Linkbase Document        
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document        
__________________
*Denotes a management contract, plan or arrangement.
113
+Confidential treatment has been requested as to a portion of this exhibit.



ITEM 16.     FORM 10-K SUMMARY
None.


112