Cover Page
Cover Page - shares | 6 Months Ended | |
Dec. 31, 2022 | Jan. 17, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 000-09992 | |
Entity Registrant Name | KLA CORPORATION | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 04-2564110 | |
Entity Address, Address Line One | One Technology Drive, | |
Entity Address, City or Town | Milpitas, | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 95035 | |
City Area Code | 408 | |
Local Phone Number | 875-3000 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | KLAC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 138,479,764 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0000319201 | |
Current Fiscal Year End Date | --06-30 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Dec. 31, 2022 | Jun. 30, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 1,571,477 | $ 1,584,908 |
Marketable securities | 1,294,873 | 1,123,100 |
Accounts receivable, net | 2,282,925 | 1,811,877 |
Inventories | 2,535,375 | 2,146,889 |
Other current assets | 447,932 | 502,137 |
Total current assets | 8,132,582 | 7,168,911 |
Land, property and equipment, net | 964,813 | 849,929 |
Goodwill | 2,278,809 | 2,320,049 |
Deferred income taxes | 765,046 | 579,173 |
Purchased intangible assets, net | 1,065,091 | 1,194,414 |
Other non-current assets | 522,733 | 484,612 |
Total assets | 13,729,074 | 12,597,088 |
Current liabilities: | ||
Accounts payable | 530,407 | 443,338 |
Deferred system revenue | 535,556 | 500,969 |
Deferred service revenue | 372,555 | 381,737 |
Other current liabilities | 2,043,983 | 1,545,039 |
Total current liabilities | 3,482,501 | 2,871,083 |
Long-term debt | 6,113,745 | 6,660,718 |
Deferred tax liabilities | 559,346 | 658,937 |
Deferred service revenue | 162,768 | 124,618 |
Other non-current liabilities | 807,454 | 882,642 |
Total liabilities | 11,125,814 | 11,197,998 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock and capital in excess of par value | 1,982,360 | 1,061,940 |
Retained earnings | 670,002 | 366,882 |
Accumulated other comprehensive loss | (49,102) | (27,471) |
Total KLA stockholders’ equity | 2,603,260 | 1,401,351 |
Non-controlling interest in consolidated subsidiaries | 0 | (2,261) |
Total stockholders’ equity | 2,603,260 | 1,399,090 |
Total liabilities and stockholders’ equity | $ 13,729,074 | $ 12,597,088 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | ||||
Revenues | $ 2,983,887 | $ 2,352,630 | $ 5,708,311 | $ 4,436,468 |
Costs and expenses: | ||||
Costs of revenues | 1,208,786 | 908,162 | 2,250,012 | 1,721,786 |
Research and development | 332,826 | 265,031 | 651,341 | 523,184 |
Selling, general and administrative | 243,096 | 213,479 | 497,076 | 406,740 |
Interest expense | 74,280 | 37,852 | 148,675 | 76,164 |
Loss on extinguishment of debt | 0 | 0 | 13,286 | 0 |
Other expense (income), net | (18,074) | 1,201 | (65,080) | 15,341 |
Income before income taxes | 1,142,973 | 926,905 | 2,213,001 | 1,693,253 |
Provision (benefit) for income taxes | 164,178 | 209,388 | 208,141 | (92,749) |
Net income | 978,795 | 717,517 | 2,004,860 | 1,786,002 |
Less: Net income attributable to non-controlling interest | 0 | 73 | 74 | 141 |
Net income attributable to KLA | $ 978,795 | $ 717,444 | $ 2,004,786 | $ 1,785,861 |
Net income per share attributable to KLA | ||||
Basic (in dollars per share) | $ 6.93 | $ 4.74 | $ 14.16 | $ 11.77 |
Diluted (in dollars per share) | $ 6.89 | $ 4.71 | $ 14.09 | $ 11.68 |
Weighted-average number of shares: | ||||
Basic (in shares) | 141,299 | 151,251 | 141,564 | 151,791 |
Diluted (in shares) | 141,966 | 152,331 | 142,268 | 152,886 |
Product | ||||
Revenues: | ||||
Revenues | $ 2,463,408 | $ 1,895,769 | $ 4,659,017 | $ 3,525,657 |
Service | ||||
Revenues: | ||||
Revenues | $ 520,479 | $ 456,861 | $ 1,049,294 | $ 910,811 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 978,795 | $ 717,517 | $ 2,004,860 | $ 1,786,002 |
Currency translation adjustments: | ||||
Cumulative currency translation adjustments | 7,462 | (1,391) | (12,250) | (4,146) |
Income tax benefit | 279 | 78 | 279 | 395 |
Net change related to currency translation adjustments | 7,741 | (1,313) | (11,971) | (3,751) |
Cash flow hedges: | ||||
Net unrealized gains arising during the period | 8,239 | 6,741 | 10,007 | 7,593 |
Reclassification adjustments for net gains included in net income | (12,961) | (912) | (23,136) | (2,130) |
Income tax (provision) benefit | 3,275 | (963) | 4,463 | (1,024) |
Net change related to cash flow hedges | (1,447) | 4,866 | (8,666) | 4,439 |
Net change related to unrecognized losses and transition obligations in connection with defined benefit plans | (416) | 580 | 475 | 1,208 |
Available-for-sale securities: | ||||
Net unrealized gains (losses) arising during the period | 4,511 | (3,273) | (2,453) | (3,590) |
Reclassification adjustments for net losses included in net income | 407 | 3 | 581 | 2 |
Income tax benefit | (1,057) | 702 | 403 | 770 |
Net change related to available-for-sale securities | 3,861 | (2,568) | (1,469) | (2,818) |
Other comprehensive income (loss) | 9,739 | 1,565 | (21,631) | (922) |
Less: Comprehensive income attributable to non-controlling interest | 0 | 73 | 74 | 141 |
Total comprehensive income attributable to KLA | $ 988,534 | $ 719,009 | $ 1,983,155 | $ 1,784,939 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Total KLA Stockholders’ Equity | Common Stock and Capital in Excess of Par Value, Shares | Common Stock and Capital in Excess of Par Value, Amount | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non- Controlling Interest |
Beginning balance (in shares) at Jun. 30, 2021 | 152,776 | ||||||
Beginning balance at Jun. 30, 2021 | $ 3,375,642 | $ 3,377,554 | $ 2,175,988 | $ 1,277,123 | $ (75,557) | $ (1,912) | |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income attributable to KLA | 1,068,417 | 1,068,417 | 1,068,417 | ||||
Net income attributable to non-controlling interest | 68 | 68 | |||||
Other comprehensive income (loss) | (2,487) | (2,487) | (2,487) | ||||
Net issuance under employee stock plans (in shares) | 160 | ||||||
Net issuance under employee stock plans | (46,532) | (46,532) | (46,532) | ||||
Repurchase of common stock (in shares) | (1,190) | ||||||
Repurchase of common stock | (399,677) | (399,677) | (16,966) | (382,711) | |||
Cash dividends and dividend equivalents declared | (161,561) | (161,561) | (161,561) | ||||
Stock-based compensation expense | 25,216 | 25,216 | 25,216 | ||||
Ending balance (in shares) at Sep. 30, 2021 | 151,746 | ||||||
Ending balance at Sep. 30, 2021 | 3,859,086 | 3,860,930 | 2,137,706 | 1,801,268 | (78,044) | (1,844) | |
Beginning balance (in shares) at Jun. 30, 2021 | 152,776 | ||||||
Beginning balance at Jun. 30, 2021 | 3,375,642 | 3,377,554 | 2,175,988 | 1,277,123 | (75,557) | (1,912) | |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income attributable to KLA | 1,785,861 | ||||||
Net income attributable to non-controlling interest | 141 | ||||||
Other comprehensive income (loss) | (922) | ||||||
Repurchase of common stock (in shares) | (2,294) | ||||||
Repurchase of common stock | (829,551) | ||||||
Ending balance (in shares) at Dec. 31, 2021 | 150,847 | ||||||
Ending balance at Dec. 31, 2021 | 4,046,756 | 4,048,527 | 2,181,025 | 1,943,981 | (76,479) | (1,771) | |
Beginning balance (in shares) at Sep. 30, 2021 | 151,746 | ||||||
Beginning balance at Sep. 30, 2021 | 3,859,086 | 3,860,930 | 2,137,706 | 1,801,268 | (78,044) | (1,844) | |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income attributable to KLA | 717,444 | 717,444 | 717,444 | ||||
Net income attributable to non-controlling interest | 73 | 73 | |||||
Other comprehensive income (loss) | 1,565 | 1,565 | 1,565 | ||||
Net issuance under employee stock plans (in shares) | 205 | ||||||
Net issuance under employee stock plans | 31,157 | 31,157 | 31,157 | ||||
Repurchase of common stock (in shares) | (1,104) | ||||||
Repurchase of common stock | (429,874) | (429,874) | (15,604) | (414,270) | |||
Cash dividends and dividend equivalents declared | (160,461) | (160,461) | (160,461) | ||||
Stock-based compensation expense | 27,766 | 27,766 | 27,766 | 0 | |||
Ending balance (in shares) at Dec. 31, 2021 | 150,847 | ||||||
Ending balance at Dec. 31, 2021 | 4,046,756 | 4,048,527 | 2,181,025 | 1,943,981 | (76,479) | (1,771) | |
Beginning balance (in shares) at Jun. 30, 2022 | 141,804 | ||||||
Beginning balance at Jun. 30, 2022 | 1,399,090 | 1,401,351 | 1,061,940 | 366,882 | (27,471) | (2,261) | |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income attributable to KLA | 1,025,991 | 1,025,991 | 1,025,991 | ||||
Net income attributable to non-controlling interest | 74 | 74 | |||||
Other comprehensive income (loss) | (31,370) | (31,370) | (31,370) | ||||
Net issuance under employee stock plans (in shares) | 171 | ||||||
Net issuance under employee stock plans | (54,950) | (54,950) | (54,950) | ||||
Repurchase of common stock (in shares) | (257) | ||||||
Repurchase of common stock | (89,616) | (89,616) | (1,926) | (87,690) | |||
Cash dividends and dividend equivalents declared | (186,216) | (186,216) | (186,216) | ||||
Stock-based compensation expense | 34,982 | 34,982 | 34,982 | ||||
Purchase of non-controlling interest | (4,294) | 1,902 | 1,902 | (6,196) | |||
Disposal of non-controlling interest | 8,383 | ||||||
Ending balance (in shares) at Sep. 30, 2022 | 141,718 | ||||||
Ending balance at Sep. 30, 2022 | 2,102,074 | 2,102,074 | 1,041,948 | 1,118,967 | (58,841) | 0 | |
Beginning balance (in shares) at Jun. 30, 2022 | 141,804 | ||||||
Beginning balance at Jun. 30, 2022 | 1,399,090 | 1,401,351 | 1,061,940 | 366,882 | (27,471) | (2,261) | |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income attributable to KLA | 2,004,786 | ||||||
Net income attributable to non-controlling interest | 74 | ||||||
Other comprehensive income (loss) | (21,631) | ||||||
Repurchase of common stock (in shares) | (3,686) | ||||||
Repurchase of common stock | (460,598) | ||||||
Ending balance (in shares) at Dec. 31, 2022 | 138,459 | ||||||
Ending balance at Dec. 31, 2022 | 2,603,260 | 2,603,260 | 1,982,360 | 670,002 | (49,102) | 0 | |
Beginning balance (in shares) at Sep. 30, 2022 | 141,718 | ||||||
Beginning balance at Sep. 30, 2022 | 2,102,074 | 2,102,074 | 1,041,948 | 1,118,967 | (58,841) | 0 | |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income attributable to KLA | 978,795 | 978,795 | 978,795 | ||||
Net income attributable to non-controlling interest | 0 | ||||||
Other comprehensive income (loss) | 9,739 | 9,739 | 9,739 | ||||
Net issuance under employee stock plans (in shares) | 170 | ||||||
Net issuance under employee stock plans | 31,196 | 31,196 | 31,196 | ||||
Repurchase of common stock (in shares) | (3,429) | ||||||
Repurchase of common stock | (370,982) | (370,982) | 870,811 | (1,241,793) | |||
Cash dividends and dividend equivalents declared | (185,967) | (185,967) | (185,967) | ||||
Stock-based compensation expense | 38,405 | 38,405 | 38,405 | ||||
Ending balance (in shares) at Dec. 31, 2022 | 138,459 | ||||||
Ending balance at Dec. 31, 2022 | $ 2,603,260 | $ 2,603,260 | $ 1,982,360 | $ 670,002 | $ (49,102) | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | |||
Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||||
Cash dividends declared (in dollars per share) | $ 1.30 | $ 1.30 | $ 1.05 | $ 1.05 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 2,004,860 | $ 1,786,002 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 205,446 | 170,369 |
Loss on extinguishment of debt | 13,286 | 0 |
Unrealized foreign exchange (gain) loss and other | (18,896) | 21,728 |
Asset impairment charges | 9,905 | 5,962 |
Disposal of non-controlling interest | 8,270 | 0 |
Stock-based compensation expense | 73,387 | 52,982 |
Gain on sale of business | (29,687) | 0 |
Deferred income taxes | (255,116) | (371,228) |
Changes in assets and liabilities, net of assets acquired and liabilities assumed in business acquisitions: | ||
Accounts receivable | (495,720) | (444,685) |
Inventories | (393,177) | (239,890) |
Other assets | 30,546 | 2,243 |
Accounts payable | 80,789 | 40,579 |
Deferred system revenue | 34,587 | 145,856 |
Deferred service revenue | 30,219 | 33,468 |
Other liabilities | 401,136 | 471,209 |
Net cash provided by operating activities | 1,699,835 | 1,674,595 |
Cash flows from investing activities: | ||
Net proceeds from sale of business | 75,358 | 0 |
Business acquisitions, net of cash acquired | (27,144) | (37,986) |
Capital expenditures | (177,994) | (133,856) |
Purchases of available-for-sale securities | (558,165) | (525,840) |
Proceeds from sale of available-for-sale securities | 36,755 | 40,792 |
Proceeds from maturity of available-for-sale securities | 353,391 | 372,953 |
Purchases of trading securities | (37,583) | (58,342) |
Proceeds from sale of trading securities | 39,482 | 59,914 |
Proceeds from other investments | 1,020 | 795 |
Net cash used in investing activities | (294,880) | (281,570) |
Cash flows from financing activities: | ||
Payment of debt issuance costs | (6,515) | 0 |
Proceeds from revolving credit facility | 300,000 | 300,000 |
Repayment of debt | (862,250) | (300,000) |
Common stock repurchases | (444,853) | (829,551) |
Payment of dividends to stockholders | (372,192) | (321,950) |
Issuance of common stock | 33,908 | 36,912 |
Tax withholding payments related to vested and released restricted stock units | (57,550) | (52,287) |
Contingent consideration payable and other, net | (2,500) | 0 |
Purchase of non-controlling interest | (4,295) | 0 |
Net cash used in financing activities | (1,416,247) | (1,166,876) |
Effect of exchange rate changes on cash and cash equivalents | (2,139) | (3,702) |
Net increase (decrease) in cash and cash equivalents | (13,431) | 222,447 |
Cash and cash equivalents at beginning of period | 1,584,908 | 1,434,610 |
Cash and cash equivalents at end of period | 1,571,477 | 1,657,057 |
Supplemental cash flow disclosures: | ||
Income taxes paid, net | 394,464 | 226,943 |
Interest paid | 73,851 | 76,771 |
Non-cash activities: | ||
Contingent consideration payable - financing activities | (1,774) | 14,663 |
Dividends payable - financing activities | 3,941 | 3,737 |
Unsettled common stock repurchase - financing activities | 15,975 | 5,999 |
Accrued purchases of land, property and equipment - investing activities | $ 30,590 | $ 18,504 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION Basis of Presentation. For purposes of this report, “KLA,” the “Company,” “we,” “our,” “us” or similar references mean KLA Corporation and its majority-owned subsidiaries unless the context requires otherwise. The Condensed Consolidated Financial Statements have been prepared by us pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The unaudited interim Condensed Consolidated Financial Statements do not include all of the information and footnotes required by GAAP for audited financial statements. The balance sheet as of June 30, 2022 was derived from the Company’s audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022 but does not include all disclosures required by GAAP for audited financial statements. The unaudited interim Condensed Consolidated Financial Statements reflect all adjustments (consisting only of normal, recurring adjustments) necessary for a fair statement of the financial position, results of operations, comprehensive income, stockholders’ equity and cash flows for the periods indicated. These Condensed Consolidated Financial Statements and notes, however, should be read in conjunction with Item 8 “Financial Statements and Supplementary Data” included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022. The Condensed Consolidated Financial Statements include the accounts of KLA and its majority-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. The results of operations for the six months ended December 31, 2022 are not necessarily indicative of the results that may be expected for any other interim period or for the full fiscal year ending June 30, 2023. Management Estimates. The preparation of the Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions in applying our accounting policies that affect the reported amounts of assets and liabilities (and related disclosure of contingent assets and liabilities) at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant Accounting Policies. There have been no material changes to our significant accounting policies summarized in Note 1 “Description of Business and Summary of Significant Accounting Policies” to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022. Recent Accounting Pronouncements Recently Adopted None Updates Not Yet Effective In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. |
REVENUE
REVENUE | 6 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Contract Balances The following table represents the opening and closing balances of accounts receivable, net, contract assets and contract liabilities as of the indicated dates. As of As of (Dollar amounts in thousands) December 31, 2022 June 30, 2022 $ Change % Change Accounts receivable, net $ 2,282,925 $ 1,811,877 $ 471,048 26 % Contract assets $ 119,734 $ 114,747 $ 4,987 4 % Contract liabilities $ 1,070,879 $ 1,007,324 $ 63,555 6 % Our payment terms and conditions vary by contract type, although the terms generally include a requirement of payment of 70% to 90% of total contract consideration within 30 to 60 days of product shipment, with the remainder payable within 30 days of acceptance. The change in contract assets during the six months ended December 31, 2022 was mainly due to $84.1 million of revenue recognized for which the payment is subject to conditions other than passage of time, largely offset by $79.3 million of contract assets reclassified to net accounts receivable as our right to consideration for these contract assets became unconditional. Contract assets are included in other current assets on our Condensed Consolidated Balance Sheets. The change in contract liabilities during the six months ended December 31, 2022 was mainly due to an increase in 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 recognition in revenue of $656.5 million that was included in contract liabilities as of June 30, 2022. The change in contract liabilities during the six months ended December 31, 2021 was mainly due to an increase in 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 revenue of $424.4 million that was included in contract liabilities as of June 30, 2021. Contract liabilities are included in current and non-current liabilities on our Condensed Consolidated Balance Sheets. Remaining Performance Obligations As of December 31, 2022, we had $12.54 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 $1.07 billion as described above. We expect to recognize approximately 45% to 55% of these performance obligations as revenue beyond the next 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. In October 2022, the U.S. government issued new regulations that imposed new export licensing requirements for certain U.S. semiconductor and high-performance computing technology (including wafer fab equipment), for the use of such technology for certain end uses in the People’s Republic of China (“China”), and for the provision of support by U.S. Persons to certain advanced integrated circuit (“IC”) fabs located in China. The regulations impose export license requirements effectively on all KLA products and services to customers located in China that fabricate certain advanced logic, NAND and DRAM ICs. KLA is also restricted from providing certain U.S. origin tools, software and technology to certain wafer fab equipment manufacturers and maskshops located in China, absent an export license. These regulations are complex, and we continue to assess their potential impact. We are taking appropriate measures to comply with these regulations and are applying for export licenses, when required, to avoid disruption to our customers’ operations. While some export licenses have been obtained by us or our customers, there can be no assurance that export licenses applied for by either us or our customers will be granted. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTSOur financial assets and liabilities are measured and recorded at fair value, except for our debt and certain equity investments in privately held companies. Equity investments without a readily available fair value are accounted for using the measurement alternative. The measurement alternative is calculated as cost minus impairment, if any, plus or minus changes resulting from observable price changes. See Note 8 “Debt” to our Condensed Consolidated Financial Statements for disclosure of the fair value of our Senior Notes, as defined in that Note. Our non-financial assets, such as goodwill, intangible assets, and land, property and equipment, 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. 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 our 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 1 Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. Level 2 Valuations 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 3 Valuations 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. There were no transfers between Level 1, Level 2 and Level 3 fair value measurements during the six months ended December 31, 2022. The types of instruments valued based on quoted market prices in active markets include money market funds, certain U.S. Treasury securities, U.S. Government agency securities and equity securities. Such instruments are generally classified within Level 1 of the fair value hierarchy. The types of instruments valued based on other observable inputs include corporate debt securities, sovereign securities, municipal securities and certain U.S. Treasury securities. 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 we 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. Our 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” to our Condensed Consolidated Financial Statements for additional information. 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 our Condensed Consolidated Balance Sheets as follows: Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Little or No Market Activity Inputs As of December 31, 2022 (In thousands) Total (Level 1) (Level 2) (Level 3) Assets Cash equivalents: Money market funds and other $ 839,867 $ 839,867 $ — $ — Marketable securities: Corporate debt securities 484,293 — 484,293 — Municipal securities 37,793 — 37,793 — Sovereign securities 6,004 — 6,004 — U.S. Government agency securities 87,522 87,522 — — U.S. Treasury securities 440,403 410,713 29,690 — Equity securities 19,324 19,324 — — Total cash equivalents and marketable securities (1) 1,915,206 1,357,426 557,780 — Other current assets: Derivative assets 19,474 — 19,474 — Other non-current assets: Executive Deferred Savings Plan 223,235 176,792 46,443 — Total financial assets (1) $ 2,157,915 $ 1,534,218 $ 623,697 $ — Liabilities Derivative liabilities $ (26,912) $ — $ (26,912) $ — Contingent consideration payable (21,900) — — (21,900) Total financial liabilities $ (48,812) $ — $ (26,912) $ (21,900) ________________ (1) Excludes cash of $610.1 million held in operating accounts and time deposits of $341.0 million (of which $121.5 million were cash equivalents) as of December 31, 2022. 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 our Condensed Consolidated Balance Sheets as follows: Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Little or No Market Activity Inputs As of June 30, 2022 (In thousands) Total (Level 1) (Level 2) (Level 3) Assets Cash equivalents: Corporate debt securities $ 922 $ — $ 922 $ — Money market funds and other 948,027 948,027 — — U.S. Treasury securities 22,485 — 22,485 — Marketable securities: Corporate debt securities 472,047 — 472,047 — Municipal securities 60,724 — 60,724 — Sovereign securities 5,990 — 5,990 — U.S. Government agency securities 91,116 91,116 — — U.S. Treasury securities 348,026 344,559 3,467 — Equity securities 11,035 11,035 — — Total cash equivalents and marketable securities (1) 1,960,372 1,394,737 565,635 — Other current assets: Derivative assets 40,311 — 40,311 — Other non-current assets: Executive Deferred Savings Plan 224,188 176,928 47,260 — Total financial assets (1) $ 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) Excludes cash of $472.8 million held in operating accounts and time deposits of $274.9 million (of which $140.7 million were cash equivalents) as of June 30, 2022. |
FINANCIAL STATEMENT COMPONENTS
FINANCIAL STATEMENT COMPONENTS | 6 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
FINANCIAL STATEMENT COMPONENTS | FINANCIAL STATEMENT COMPONENTS Condensed Consolidated Balance Sheets As of As of (In thousands) December 31, 2022 June 30, 2022 Accounts receivable, net: Accounts receivable, gross $ 2,317,402 $ 1,832,508 Allowance for credit losses (34,477) (20,631) $ 2,282,925 $ 1,811,877 Inventories: Customer service parts $ 453,124 $ 402,121 Raw materials 1,418,136 1,042,916 Work-in-process 477,588 451,782 Finished goods 186,527 250,070 $ 2,535,375 $ 2,146,889 Other current assets: Prepaid expenses $ 130,624 $ 108,942 Contract assets 119,734 114,747 Deferred costs of revenues 112,026 124,487 Prepaid income and other taxes 32,555 89,713 Other current assets 52,993 64,248 $ 447,932 $ 502,137 Land, property and equipment, net: Land $ 72,285 $ 67,846 Buildings and leasehold improvements 774,698 712,751 Machinery and equipment 944,703 819,191 Office furniture and fixtures 53,429 44,957 Construction-in-process 159,551 110,079 2,004,666 1,754,824 Less: accumulated depreciation (1,039,853) (904,895) $ 964,813 $ 849,929 Other non-current assets: Executive Deferred Savings Plan (1) $ 223,235 $ 224,188 Operating lease right of use assets 131,920 126,444 Other non-current assets 167,578 133,980 $ 522,733 $ 484,612 Other current liabilities: Customer credits and advances $ 628,522 $ 515,118 Compensation and benefits 501,894 351,924 Other accrued expenses 322,187 253,265 Executive Deferred Savings Plan (1) 225,254 225,867 Income taxes payable 225,011 126,964 Interest payable 109,524 39,683 Operating lease liabilities 31,591 32,218 $ 2,043,983 $ 1,545,039 Other non-current liabilities: Income taxes payable $ 309,293 $ 367,052 Customer credits and advances 216,000 204,914 Operating lease liabilities 81,020 81,369 Pension liabilities 76,542 78,525 Other non-current liabilities 124,599 150,782 $ 807,454 $ 882,642 ________________ (1) We have a non-qualified deferred compensation plan (known as “Executive Deferred Savings Plan” or “EDSP”) under which certain employees and non-employee directors may defer a portion of their compensation. The expense associated with changes in the EDSP liability included in selling, general and administrative (“SG&A”) expense was $11.9 million and $12.0 million in the three months ended December 31, 2022 and 2021, respectively, and was $1.6 million and $11.0 million during the six months ended December 31, 2022 and 2021, respectively. The amount of net gains associated with changes in the EDSP assets included in SG&A expense was $11.9 million and $11.8 million in the three months ended December 31, 2022 and 2021, respectively, and was $1.6 million and $10.7 million during the six months ended December 31, 2022 and 2021, respectively. For additional details, refer to Note 1 “Description of Business and Summary of Significant Accounting Policies” to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022. Accumulated Other Comprehensive Income (Loss) The components of Accumulated Other Comprehensive Income (Loss) (“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 Derivatives Unrealized Gains (Losses) on Defined Benefit Plans Total Balance as of December 31, 2022 $ (55,857) $ (16,955) $ 48,170 $ (24,460) $ (49,102) Balance as of June 30, 2022 $ (43,886) $ (15,486) $ 56,836 $ (24,935) $ (27,471) The effects on net income of amounts reclassified from AOCI to the Condensed Consolidated Statements of Operations for the indicated periods were as follows (in thousands; amounts in parentheses indicate debits or reductions to earnings): AOCI Components Three Months Ended Six Months Ended Location in the Condensed Consolidated Statement of Operations December 31, December 31, 2022 2021 2022 2021 Unrealized gains (losses) on cash flow hedges from foreign exchange and interest rate contracts Revenues $ 15,928 $ 1,539 $ 30,533 $ 3,268 Costs of revenues and operating expenses (3,904) (348) (9,271) (580) Interest expense 937 (279) 1,874 (558) Net gains reclassified from AOCI $ 12,961 $ 912 $ 23,136 $ 2,130 Unrealized gains (losses) on available-for-sale securities Other expense (income), net $ (407) $ (3) $ (581) $ (2) The amount reclassified out of AOCI related to our defined benefit pension plans that was recognized as a component of net periodic cost for the three months ended December 31, 2022 and 2021 was $0.4 million in both periods, and for the six months ended December 31, 2022 and 2021 was $0.8 million and $0.7 million, respectively. For additional details, refer to Note 13 “Employee Benefit Plans” to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022. |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 6 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
MARKETABLE SECURITIES | MARKETABLE SECURITIES The amortized cost and fair value of marketable securities as of the dates indicated below were as follows: As of December 31, 2022 (In thousands) Amortized Gross Gross Fair Corporate debt securities $ 492,548 $ 133 $ (8,388) $ 484,293 Money market funds and other 839,867 — — 839,867 Municipal securities 38,909 — (1,116) 37,793 Sovereign securities 6,034 — (30) 6,004 U.S. Government agency securities 88,752 8 (1,238) 87,522 U.S. Treasury securities 451,374 43 (11,014) 440,403 Equity securities (1) 3,211 16,113 — 19,324 Subtotal 1,920,695 16,297 (21,786) 1,915,206 Add: Time deposits (2) 341,003 — — 341,003 Less: Cash equivalents 961,336 — — 961,336 Marketable securities $ 1,300,362 $ 16,297 $ (21,786) $ 1,294,873 As of June 30, 2022 (In thousands) Amortized Gross Gross Fair Corporate debt securities $ 481,881 $ 3 $ (8,915) $ 472,969 Money market funds and other 948,027 — — 948,027 Municipal securities 61,973 — (1,249) 60,724 Sovereign securities 6,041 2 (53) 5,990 U.S. Government agency securities 92,273 26 (1,183) 91,116 U.S. Treasury securities 378,871 18 (8,378) 370,511 Equity securities (1) 3,211 7,824 — 11,035 Subtotal 1,972,277 7,873 (19,778) 1,960,372 Add: Time deposits (2) 274,873 — — 274,873 Less: Cash equivalents 1,112,146 — (1) 1,112,145 Marketable securities $ 1,135,004 $ 7,873 $ (19,777) $ 1,123,100 ________________ (1) Unrealized gains on equity securities included in our portfolio include the initial fair value adjustment recorded upon a security becoming marketable. (2) Time deposits excluded from fair value measurements. Our investment portfolio includes 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. Most of our unrealized losses are due to changes in market interest rates and bond yields. We believe that we have the ability to realize the full value of all these investments upon maturity. As of December 31, 2022, we had 509 investments in a gross unrealized loss position. The following table summarizes the fair value and gross unrealized losses of our investments that were in an unrealized loss position as of the dates indicated below. As of December 31, 2022 Less than 12 Months 12 Months or Greater Total (In thousands) Fair Value Gross Fair Value Gross Fair Value Gross Corporate debt securities $ 226,806 $ (3,852) $ 216,074 $ (4,536) $ 442,880 $ (8,388) Municipal securities 6,879 (183) 30,914 (933) 37,793 (1,116) Sovereign securities 1,006 (3) 1,974 (27) 2,980 (30) U.S. Government agency securities 30,398 (140) 36,268 (1,098) 66,666 (1,238) U.S. Treasury securities 216,402 (5,024) 197,099 (5,990) 413,501 (11,014) Total $ 481,491 $ (9,202) $ 482,329 $ (12,584) $ 963,820 $ (21,786) As of June 30, 2022 (In thousands) Fair Value (1) Gross Unrealized Losses (1) Corporate debt securities $ 458,699 $ (8,915) Municipal securities 58,722 (1,249) Sovereign securities 2,963 (53) U.S. Government agency securities 60,285 (1,183) U.S. Treasury securities 336,819 (8,378) Total $ 917,488 $ (19,778) ________________ (1) As of June 30, 2022, 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. The contractual maturities of securities classified as available-for-sale, regardless of their classification on our Condensed Consolidated Balance Sheets, as of the date indicated below were as follows: As of December 31, 2022 (In thousands) Amortized Cost Fair Value Due within one year $ 810,100 $ 816,047 Due after one year through three years 490,262 478,826 Total $ 1,300,362 $ 1,294,873 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 and losses on available-for-sale securities for the three and six months ended December 31, 2022 and 2021 were immaterial. |
BUSINESS COMBINATIONS AND DISPO
BUSINESS COMBINATIONS AND DISPOSITIONS | 6 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS AND DISPOSITIONS | BUSINESS COMBINATIONS AND DISPOSITIONS Business Combinations On August 9, 2022, we acquired a privately held company, primarily to secure the supply of materials for existing products, for aggregate purchase consideration of $32.7 million, payable in cash. The purchase consideration was allocated as follows: $30.0 million to identifiable intangible assets, $2.3 million to net tangible assets, $6.5 million to deferred tax liabilities and $6.8 million to goodwill. The purchase consideration allocation is preliminary, and as additional information becomes available, we may further revise it during the remainder of the measurement period, which will not exceed 12 months from the closing of the acquisition. The goodwill was assigned to the Wafer Inspection and Patterning reporting unit. On May 1, 2022, we acquired the outstanding 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 identifiable 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. On February 28, 2022, we completed the acquisition of 100% of the outstanding shares of ECI Technology, Inc. (“ECI”), a privately held company, for aggregate purchase consideration of $431.5 million, paid in cash, including a post-closing adjustment in the quarter ended September 30, 2022. KLA acquired ECI to extend and enhance our portfolio of products and services. The purchase consideration was allocated as follows: $208.4 million to identifiable intangible assets, $2.9 million to net tangible liabilities, $40.5 million to deferred tax liabilities and $266.4 million to goodwill. The purchase consideration allocation is preliminary, and as additional information becomes available, we may further revise it during the remainder of the measurement period, which will not exceed 12 months from the closing of the acquisition. The goodwill was assigned to the Wafer Inspection and Patterning reporting unit. We have included the financial results of the acquisitions in our Condensed Consolidated Financial Statements from their respective acquisition dates, and these results were not material to our Condensed Consolidated Financial Statements. The goodwill recorded as a result of the above acquisitions was not deductible for tax purposes. As of December 31, 2022, we had $21.9 million of contingent consideration recorded for the acquisitions completed during fiscal years ended June 30, 2022 and 2019, of which $18.0 million is classified as a current liability and $3.9 million as a non-current liability on the Condensed Consolidated Balance Sheet. Business Dispositions As of June 30, 2022, we owned approximately 94% of the outstanding equity interest in 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. On August 9, 2022, we acquired the non-controlling interest in Orbograph. On August 11, 2022, we sold our entire interest in Orbograph to a portfolio company of a private equity firm for total consideration of $110.0 million and net cash proceeds from the transaction of $75.4 million. We recognized a pre-tax gain from the sale of $29.7 million, which was recorded as part of other expense (income), net. Included in the sale were $26.5 million in tangible assets, $30.5 million in liabilities and $61.2 million in goodwill and intangible assets. For additional details of business combinations and assets held for sale, refer to Note 6 “Business Combinations and Dispositions” to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022. |
GOODWILL AND PURCHASED INTANGIB
GOODWILL AND PURCHASED INTANGIBLE ASSETS | 6 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND PURCHASED INTANGIBLE ASSETS | 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 business combinations. We have three reportable segments and five operating segments. The operating segments are determined to be the same as reporting units. For additional details, refer to Note 18 “Segment Reporting and Geographic Information” to our Condensed Consolidated Financial Statements. The following table presents changes in goodwill carrying value during the six months ended December 31, 2022: (In thousands) Wafer Inspection and Patterning Global Service and Support ( “ GSS ” ) Specialty Semiconductor Process Printed Circuit Board (“PCB”) and Display Component Inspection Total Balance as of June 30, 2022 $ 725,737 $ 25,908 $ 681,858 $ 872,971 $ 13,575 $ 2,320,049 Acquired goodwill 6,776 — — — — 6,776 Goodwill disposal from sale of business (1) — — — (42,622) — (42,622) Goodwill adjustments (5,337) — — — — (5,337) Foreign currency adjustments (57) — — — — (57) Balance as of December 31, 2022 $ 727,119 $ 25,908 $ 681,858 $ 830,349 $ 13,575 $ 2,278,809 (1) Refer to the “Business Dispositions” section of Note 6 “Business Combinations and Dispositions” for more information on the sale of Orbograph. 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 completed the required annual testing of goodwill for impairment for all reporting units as of February 28, 2022 and concluded there was no goodwill impairment as a result of that assessment. There have been no significant events or circumstances affecting the valuation of goodwill subsequent to the annual assessment performed in the third quarter of the fiscal year ended June 30, 2022. Purchased Intangible Assets The components of purchased intangible assets as of the dates indicated below were as follows: (In thousands) As of December 31, 2022 As of June 30, 2022 Category Range of Useful Lives (in years) Gross Accumulated Net Gross Accumulated Net Existing technology 4-8 $ 1,536,826 $ 750,923 $ 785,903 $ 1,523,691 $ 668,175 $ 855,516 Customer relationships 4-9 358,567 185,462 173,105 366,567 167,819 198,748 Trade name / Trademark 4-7 116,583 71,281 45,302 121,083 68,194 52,889 Order backlog and other <1-9 85,836 70,411 15,425 87,836 58,970 28,866 Intangible assets subject to amortization (1) 2,097,812 1,078,077 1,019,735 2,099,177 963,158 1,136,019 In-process research and development 61,322 15,966 45,356 64,457 6,062 58,395 Total $ 2,159,134 $ 1,094,043 $ 1,065,091 $ 2,163,634 $ 969,220 $ 1,194,414 (1) The disposition of Orbograph during the three months ended September 30, 2022 resulted in a decrease in the gross amount of intangible assets subject to amortization of $34.5 million, a decrease in accumulated amortization of $15.9 million, and a decrease in the net amount of $18.6 million. Refer to the “Business Dispositions” section of Note 6 “Business Combinations and Dispositions” for more information on the sale of Orbograph. Purchased 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. As of December 31, 2022, there were no impairment indicators for purchased intangible assets. Amortization expense for purchased intangible assets for the periods indicated below was as follows: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2022 2021 2022 2021 Amortization expense - Costs of revenues $ 45,446 $ 41,124 $ 90,512 $ 82,248 Amortization expense - SG&A 20,128 12,389 40,256 24,778 Amortization expense - Research and development 31 31 62 62 Total $ 65,605 $ 53,544 $ 130,830 $ 107,088 Based on the purchased intangible assets gross carrying amount recorded as of December 31, 2022, the remaining estimated annual amortization expense is expected to be as follows: Fiscal year ending June 30: Amortization (In thousands) 2023 (remaining six months) $ 129,787 2024 238,575 2025 222,123 2026 206,211 2027 129,630 2028 and thereafter 93,409 Total $ 1,019,735 |
DEBT
DEBT | 6 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The following table summarizes our debt as of December 31, 2022 and June 30, 2022: As of December 31, 2022 As of June 30, 2022 Amount Effective Amount Effective Fixed-rate 4.650% Senior Notes due on November 1, 2024 $ 750,000 4.682 % $ 1,250,000 4.682 % Fixed-rate 5.650% Senior Notes due on November 1, 2034 250,000 5.670 % 250,000 5.670 % Fixed-rate 4.100% Senior Notes due on March 15, 2029 800,000 4.159 % 800,000 4.159 % Fixed-rate 5.000% Senior Notes due on March 15, 2049 400,000 5.047 % 400,000 5.047 % Fixed-rate 3.300% Senior Notes due on March 1, 2050 750,000 3.302 % 750,000 3.302 % Fixed-rate 4.650% Senior Notes due on July 15, 2032 1,000,000 4.657 % 1,000,000 4.657 % Fixed-rate 4.950% Senior Notes due on July 15, 2052 1,200,000 5.009 % 1,200,000 5.009 % Fixed-rate 5.250% Senior Notes due on July 15, 2062 800,000 5.259 % 800,000 5.259 % Revolving Credit Facility 225,000 5.423 % 275,000 2.258 % Total 6,175,000 6,725,000 Unamortized discount/premium, net (18,429) (19,304) Unamortized debt issuance costs (42,826) (44,978) Total $ 6,113,745 $ 6,660,718 Reported as: Long-term debt $ 6,113,745 $ 6,660,718 Total $ 6,113,745 $ 6,660,718 Senior Notes and Debt Redemption In June 2022, we issued $3.00 billion aggregate principal amount of senior, unsecured notes (the “2022 Senior Notes”) as 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 was used to complete a tender offer in July 2022 for $500.0 million of our Senior Notes due November 1, 2024 including associated redemption premiums, accrued interest and other fees and expenses. The transaction resulted in pre-tax net loss on extinguishment of debt of $13.3 million for the three months ended September 30, 2022. The remainder of the net proceeds were used for share repurchases and for general corporate purposes. Prior to June 2022, the following aggregate principal amounts of senior, unsecured long-term notes were issued in the following periods: $750.0 million in February 2020 (the “2020 Senior Notes”), $1.20 billion in March 2019 (the “2019 Senior Notes”) and $2.50 billion in November 2014 (the “2014 Senior Notes”). These, along with the 2022 Senior Notes, are collectively referred to as the “Senior Notes.” The original discounts on the Senior Notes are 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 for the 2014 Senior Notes. The relevant indentures for the Senior Notes (collectively, the “Indenture”) include covenants that limit our ability to grant liens on our facilities and enter into sale and leaseback 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 Global Ratings and Fitch Inc., unless we have exercised our rights to redeem 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 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 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, the fair value of the Senior Notes as of December 31, 2022 and June 30, 2022 was $5.58 billion and $6.39 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 December 31, 2022, we were in compliance with all of our covenants under the Indenture associated with the Senior Notes. Revolving Credit Facility As of December 31, 2022, we have in place a renegotiated Credit Facility (“Credit Agreement”) and unsecured Revolving Credit Facility (“Revolving Credit Facility”) having a maturity date 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. During the six months ended December 31, 2022, we borrow ed $300.0 million from the Revolving Credit Facility and repaid $350.0 million. As of December 31, 2022, we had outstanding $225.0 million aggregate principal amount of borrowings. 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. Borrowings under the Revolving Credit Facility can be made as Term Secured Overnight Financing Rate (“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 converted to Daily Simple SOFR, if available. 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. Each ABR Loan will bear interest at a rate per annum equal to the ABR plus a spread ranging from 0 bps to 25 bps , as determined by the Company’s credit ratings at the time. We are also obligated to pay an annual commitment fee on the daily undrawn balance of the Revolving Credit Facility, which ranges 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 performance against certain environmental sustainability key performance indicators related to greenhouse gas emissions and renewable electricity usage. As of December 31, 2022, the all-in interest rate of the $225.0 million outstanding Term SOFR loans reflected the applicable Adjusted Term SOFR rate plus a spread of 100 bps and the applicable commitment fee on the daily undrawn balance of the Revolving Credit Facility was 9 bps. Under the Credit Agreement, the maximum leverage ratio on a quarterly basis is 3.50 to 1.00, covering the trailing four consecutive fiscal quarters for each fiscal 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 December 31, 2022, our maximum allowed leverage ratio was 3.50 to 1.00. We were in compliance with all covenants under the Credit Agreement as of December 31, 2022. For additional details, refer to Note 8 “Debt” to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022. |
LEASES
LEASES | 6 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | LEASES We have operating leases for facilities, vehicles and other equipment. Our facility leases are primarily used for administrative functions, research and development (“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 maintenance, 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 $9.6 million and $19.1 million for the three and six months ended December 31, 2022, respectively, and $9.1 million and $18.3 million for the three and six months ended December 31, 2021, respectively. Expense related to short-term leases, which are not recorded on the Condensed Consolidated Balance Sheets, was not material for the three and six months ended December 31, 2022 and 2021. As of December 31, 2022 and June 30, 2022, the weighted-average remaining lease term was 4.6 and 4.8 years, respectively, and the weighted-average discount rate for operating leases was 2.46% and 2.18%, respectively. Supplemental cash flow information related to leases was as follows: Six Months Ended December 31, In thousands 2022 2021 Operating cash outflows from operating leases $ 19,363 $ 19,050 Right of use assets obtained in exchange for new operating lease liabilities $ 18,760 $ 11,389 Maturities of lease liabilities as of December 31, 2022 were as follows: Fiscal Year Ending June 30: (In thousands) 2023 (remaining six months) $ 18,598 2024 30,471 2025 23,729 2026 17,984 2027 13,366 2028 and thereafter 15,733 Total lease payments 119,881 Less imputed interest (7,270) Total $ 112,611 |
EQUITY, LONG-TERM INCENTIVE COM
EQUITY, LONG-TERM INCENTIVE COMPENSATION PLANS AND NON-CONTROLLING INTEREST | 6 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
EQUITY, LONG-TERM INCENTIVE COMPENSATION PLANS AND NON-CONTROLLING INTEREST | EQUITY, LONG-TERM INCENTIVE COMPENSATION PLANS AND NON-CONTROLLING INTEREST Equity Incentive Program As of December 31, 2022, 8.4 million shares remained available for issuance under our 2004 Equity Incentive Plan (the “2004 Plan”). For details of the 2004 Plan refer to Note 10 “Equity, Long-Term Incentive Compensation Plans and Non-Controlling Interest” to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022. Assumed Equity Plans As part of the acquisition of Orbotech Ltd. (“Orbotech”) in February 2019, we assumed outstanding equity incentive awards under the following Orbotech equity incentive plans: (i) Equity Remuneration Plan for Key Employees of Orbotech and its Affiliates and Subsidiaries (as Amended and Restated in 2005), (ii) 2010 Equity-Based Incentive Plan, and (iii) 2015 Equity-Based Incentive Plan (the “Assumed Equity Plans”). As of December 31, 2022, there were no shares of our common stock underlying the outstanding assumed restricted stock units (“RSUs”) under the Assumed Equity Plans. For details on the Assumed Equity Plans, refer to Note 10 “Equity, Long-Term Incentive Compensation Plans and Non-Controlling Interest” to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022. Equity Incentive Plans - General Information The following table summarizes the combined activity under our equity incentive plans: (In thousands) Available For Grant (1) (2) Balance as of June 30, 2022 9,242 RSUs granted (3) (971) RSUs canceled 80 Balance as of December 31, 2022 8,351 __________________ (1) The number of RSUs reflects the application of the award multiplier of 2.0x to calculate the impact of the award on the shares reserved under the 2004 Plan. (2) No additional stock options, RSUs or other awards will be granted under the Assumed Equity Plans. (3) Includes RSUs granted to senior management during the six months ended December 31, 2022 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 RSUs”). This line item includes all such performance-based RSUs granted during the six months ended December 31, 2022 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 (0.6 million shares for the six months ended December 31, 2022 reflects the application of the multiplier described above). 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 RSUs granted without “dividend equivalent” rights, fair value is calculated 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 those RSUs. The fair value for RSUs granted with “dividend equivalent” rights is determined using the closing price of our common stock on the grant date. Compensation expense for RSUs with performance-based 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 following table shows stock-based compensation expense for the indicated periods: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2022 2021 2022 2021 Stock-based compensation expense by: Costs of revenues $ 6,004 $ 4,094 $ 11,593 $ 7,932 R&D 8,792 4,901 17,148 9,595 SG&A 23,609 18,771 44,646 35,455 Total stock-based compensation expense $ 38,405 $ 27,766 $ 73,387 $ 52,982 Stock-based compensation capitalized as inventory as of December 31, 2022 and June 30, 2022 was $11.7 million and $8.6 million, respectively. Restricted Stock Units The following table shows the activity and weighted-average grant date fair values for RSUs during the six months ended December 31, 2022: Shares (1) (In thousands) Weighted-Average Outstanding RSUs as of June 30, 2022 (2) 1,593 $ 218.03 Granted (3) 485 $ 389.71 Vested and released (207) $ 162.71 Withheld for taxes (148) $ 162.71 Forfeited (41) $ 165.56 Outstanding RSUs as of December 31, 2022 (2) 1,682 $ 280.49 __________________ (1) Share numbers reflect actual shares subject to awarded RSUs. (2) Includes performance-based RSUs. (3) This line item includes performance-based RSUs granted during the six months ended December 31, 2022 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 (0.3 million shares for the six months ended December 31, 2022). The RSUs granted by us generally vest as follows: (i) with respect to awards with only service-based vesting criteria, over periods ranging from two three The following table shows the weighted-average grant date fair value per unit for the RSUs granted, vested, and tax benefits realized by us in connection with vested and released RSUs for the indicated periods : Three Months Ended December 31, Six Months Ended December 31, (In thousands, except for weighted-average grant date fair value) 2022 2021 2022 2021 Weighted-average grant date fair value per unit $ 312.42 $ 393.67 $ 389.71 $ 356.39 Grant date fair value of vested RSUs $ 8,029 $ 10,563 $ 57,935 $ 47,303 Tax benefits realized by us in connection with vested and released RSUs $ 2,308 $ 4,913 $ 12,851 $ 13,921 As of December 31, 2022, the unrecognized stock-based compensation expense balance related to RSUs was $321.6 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 1.5 years. The intrinsic value of outstanding RSUs as of December 31, 2022 was $634.0 million. Cash-Based Long-Term Incentive Compensation We have adopted a cash-based long-term incentive (“Cash LTI”) program (“Cash LTI Plan”) for many of our employees as part of our employee compensation program. Executives and non-employee members of the Board of Directors do not participate in the Cash LTI Plan. During the six months ended December 31, 2022 and 2021, we approved Cash LTI awards of $0.1 million and $12.9 million, respectively. Cash LTI awards issued to employees under the Cash LTI Plan will 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 anniversary of the grant date over a three “Equity, Long-Term Incentive Compensation Plans and Non-Controlling Interest” to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022. Employee Stock Purchase Plan Our Employee Stock Purchase Plan (“ESPP”) provides that eligible employees may contribute up to 15% of their eligible earnings toward the semi-annual purchase of our 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, until otherwise amended, is equal to 85% of the lesser of (i) the fair market value of our common stock at the commencement of the applicable six-month offering period or (ii) the fair market value of our common stock on the purchase date. We estimate the fair value of purchase rights under the ESPP using a Black-Scholes model. The fair value of each purchase right under the ESPP was estimated on the date of grant using the Black-Scholes model and the straight-line attribution approach with the following weighted-average assumptions: Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 Stock purchase plan: Expected stock price volatility 41.6 % 34.9 % 41.6 % 34.9 % Risk-free interest rate 1.1 % 0.1 % 1.1 % 0.1 % Dividend yield 1.8 % 1.4 % 1.8 % 1.4 % Expected life (in years) 0.5 0.5 0.5 0.5 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 us 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) Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 Total cash received from employees for the issuance of shares under the ESPP $ 33,793 $ 36,912 $ 33,793 $ 36,912 Number of shares purchased by employees through the ESPP 134 139 134 139 Tax benefits realized by us in connection with the disqualifying dispositions of shares purchased under the ESPP $ 362 $ 231 $ 924 $ 1,198 Weighted-average fair value per share based on Black-Scholes model $ 73.31 $ 71.82 $ 73.31 $ 71.82 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 we estimate will be required to be issued under the ESPP during the forthcoming fiscal year. As of December 31, 2022, a total of 2.1 million shares were reserved and available for issuance under the ESPP. Quarterly Cash Dividends On December 1, 2022, we paid a quarterly cash dividend of $1.30 per share to stockholders of record as of the close of business on November 15, 2022. The total amount of regular quarterly cash dividends and dividend equivalents paid during the three months ended December 31, 2022 and 2021 was $184.2 million and $159.1 million, respectively. The total amount of regular quarterly cash dividends and dividend equivalents paid during the six months ended December 31, 2022 and 2021 was $372.2 million and $322.0 million, respectively. The amount of accrued dividend equivalents payable for regular quarterly cash dividends on unvested RSUs with dividend equivalent rights as of December 31, 2022 and June 30, 2022 was $11.2 million on each date. These amounts will be paid upon vesting of the underlying RSUs. |
STOCK REPURCHASE PROGRAM
STOCK REPURCHASE PROGRAM | 6 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCK REPURCHASE PROGRAM | STOCK REPURCHASE PROGRAM Our Board of Directors has authorized a program that permits us to repurchase our common stock, including increases in the authorized repurchase amount of $2.00 billion in the first quarter of fiscal 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 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 Company executed accelerated share repurchase agreements (“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 of common stock in the fourth quarter of fiscal 2022, which represented 70% of the prepayment amount at the then-prevailing market price of the Company’s shares of common stock. The value of the shares to be delivered to the Company for the remainder of the upfront payment of $0.90 billion was recorded at that time as an unsettled forward contract, classified within stockholders’ equity. The total number of shares received under the ASR Agreements was based upon the volume weighted-average price of our common stock during the repurchase period, less an agreed-upon discount. Final settlement of the ASR Agreements occurred during the three months ended December 31, 2022, resulting in the delivery of 2.4 million additional shares, which yielded an average share price of $333.88 for the transaction. Under the authoritative guidance, share repurchases are recognized as a reduction to retained earnings to the extent available, with any excess recognized as a reduction of capital in excess of par value. As of December 31, 2022, an aggregate of $2.77 billion was available for repurchase under the stock repurchase program. Share repurchases for the indicated periods (based on the trade date of the applicable repurchase) were as follows: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2022 2021 2022 2021 Number of shares of common stock repurchased 3,429 1,104 3,686 2,294 Total cost of repurchases $ 370,982 $ 429,874 $ 460,598 $ 829,551 |
NET INCOME PER SHARE
NET INCOME PER SHARE | 6 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
NET INCOME PER SHARE | NET INCOME PER SHAREBasic 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 our outstanding dilutive RSUs had been issued. The dilutive effect of outstanding RSUs is reflected in diluted net income per share by application of the treasury stock method. The following table sets forth the computation of basic and diluted net income per share attributable to KLA: (In thousands, except per share amounts) Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 Numerator: Net income attributable to KLA $ 978,795 $ 717,444 $ 2,004,786 $ 1,785,861 Denominator: Weighted-average shares - basic, excluding unvested RSUs 141,299 151,251 141,564 151,791 Effect of dilutive RSUs and options 667 1,080 704 1,095 Weighted-average shares - diluted 141,966 152,331 142,268 152,886 Basic net income per share attributable to KLA $ 6.93 $ 4.74 $ 14.16 $ 11.77 Diluted net income per share attributable to KLA $ 6.89 $ 4.71 $ 14.09 $ 11.68 Anti-dilutive securities excluded from the computation of diluted net income per share 331 — 271 5 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The following table provides details of income taxes: Three Months Ended December 31, Six Months Ended December 31, (Dollar amounts in thousands) 2022 2021 2022 2021 Income before income taxes $ 1,142,973 $ 926,905 $ 2,213,001 $ 1,693,253 Provision (benefit) for income taxes $ 164,178 $ 209,388 $ 208,141 $ (92,749) Effective tax rate 14.4 % 22.6 % 9.4 % (5.5) % Our effective tax rate is lower than the U.S. federal statutory rate during the three months ended December 31, 2022 primarily due to the proportion of earnings generated in jurisdictions with tax rates lower than the U.S. statutory rate and the proportion of U.S. earnings eligible for the Foreign Derived Intangible Income deduction. Our effective tax rate is lower than the U.S. federal statutory rate during the six months ended December 31, 2022 primarily due to a non-recurring tax benefit resulting from a decrease in our unrecognized tax benefits from the settlement of income tax examinations and a decrease in our deferred tax liabilities on unremitted earnings and unrealized gains. In 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, 2018 and are under United States income tax examination for the fiscal years ended June 30, 2018, June 30, 2019 and June 30, 2020. We are subject to state income tax examinations for all years beginning from the fiscal year ended June 30, 2018. We are also subject to examinations in other major foreign jurisdictions, including Singapore and Israel, for all years beginning from the calendar year ended December 31, 2017. It is possible that certain examinations may be concluded in the next 12 months. The timing and resolution of income tax examinations are uncertain. Given the uncertainty around the timing of the resolution of these ongoing examinations, we are unable to estimate the full range of possible adjustments to our unrecognized tax benefits within the next 12 months. In August 2022, Orbotech executed a settlement agreement with the Israel Tax Authority (“ITA”) in resolution of tax examinations for fiscal years 2012 through 2014 and 2015 through 2018. The settlement agreement included a payment of approximately $25.7 million, including interest, to the ITA. Approximately $5.7 million of this payment may be refunded if and when the Israel Innovation Authority agrees to the amount of R&D expenses eligible for deduction during the above referenced years. In addition, Orbotech agreed to make an election in the current year to pay $16.2 million to the ITA related to previous “tax exempt” earnings under the historical Approved or Beneficial Enterprises regimes. The current year election to pay tax on the previous exempt earnings was made under the Temporary Order issued in the Israel Budget, which allows for a reduced tax rate on such earnings. Orbotech currently has no ongoing ITA examinations. Orbotech is subject to income tax examination in Israel for all years beginning from the calendar year ended December 31, 2019. Legislative Developments President Biden signed into law the CHIPS and Science Act of 2022 (“CHIPS Act,” where “CHIPS” stands for Creating Helpful Incentives to Produce Semiconductors) on August 9, 2022. The CHIPS Act provides for various incentives and tax credits among other items, including the Advanced Manufacturing Investment Credit (“AMIC”) which equals 25% of qualified investments in an advanced manufacturing facility that is placed in service after December 31, 2022. President Biden also signed into law the Inflation Reduction Act of 2022 (“IRA”) on August 16, 2022. The IRA has several new provisions including a 15% corporate alternative minimum tax (“CAMT”) for certain large corporations that have at least an average of $1.0 billion of adjusted financial statement income over a consecutive three-tax-year period. The CAMT will be effective for us in the first quarter of our fiscal year ending June 30, 2024. The IRA also introduced a 1% excise tax imposed on certain stock repurchases by publicly traded companies made after December 31, 2022. We will record the excise tax as part of the cost basis of any treasury stock repurchased after December 31, 2022. We are currently evaluating the applicability and impact of the CHIPS Act and the IRA on our Condensed Consolidated Financial Statements including our future cash flows. |
LITIGATION AND OTHER LEGAL MATT
LITIGATION AND OTHER LEGAL MATTERS | 6 Months Ended |
Dec. 31, 2022 | |
Loss Contingency, Information about Litigation Matters [Abstract] | |
LITIGATION AND OTHER LEGAL MATTERS | LITIGATION AND OTHER LEGAL MATTERSWe are named from time to time as a party to lawsuits and other types of legal proceedings and claims in the normal course of our business. Actions filed against us include commercial, intellectual property (“IP”), 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 IP 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. We believe the amounts provided in our Condensed 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, 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 our Condensed Consolidated Financial Statements or will not have a material adverse effect on our results of operations, financial condition or cash flows. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Factoring. We have 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 letters of credit (“LC”), 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 LC for the indicated periods: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2022 2021 2022 2021 Receivables sold under factoring agreements $ 77,212 $ 79,918 $ 181,459 $ 147,036 Proceeds from sales of LC $ 44,596 $ 19,493 $ 69,247 $ 41,166 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 approximately $3.2 billion as of December 31, 2022, a majority of which are 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 December 31, 2022, we have committed $186.7 million for future payment obligations under our 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 three or four 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 Guarantees and Contingencies. We maintain guarantee arrangements available through various financial institutions for up to $83.4 million, of which $52.3 million had been issued as of December 31, 2022, primarily to fund guarantees to customs authorities for value-added tax and 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, 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 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 IP rights and a breach of warranties, representations and covenants related to matters such as title to assets sold, validity of certain IP 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 IP 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 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 Condensed 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. |
DERIVATIVE INSTRUMENTS AND HEDG
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | 6 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIESThe authoritative guidance requires companies to recognize all derivative instruments, including foreign exchange contracts and rate lock agreements (collectively “derivatives”), as either assets or liabilities at fair value on the Condensed Consolidated Balance Sheets. In accordance with the accounting guidance, we designate foreign currency forward transactions and options contracts and interest rate forward transactions as cash flow hedges. 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 investments in foreign subsidiaries. Our foreign subsidiaries operate and sell our products in various global markets. As a result, we are exposed to risks relating to changes in foreign currency exchange rates. We utilize foreign exchange 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 and the pound sterling. We routinely hedge our exposures to certain foreign currencies with various financial institutions in an effort to minimize the impact of certain currency exchange rate fluctuations. These foreign exchange contracts, 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 our hedging arrangements experiences financial difficulties or is otherwise unable to honor the terms of the foreign currency hedge, we may experience material losses. Since fiscal 2015, we have entered into four sets of forward contracts to hedge the benchmark interest rate on portions of our Senior Notes prior to issuance (“Rate Lock Agreements”). 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 gain of $0.9 million and $1.9 million in the three and six months ended December 31, 2022, respectively, for the amortization of the net of the Rate Lock Agreements that had been recognized in AOCI, which decreased the interest expense on a net basis. We recognized net expenses of $0.3 million and $0.6 million in the three and six months ended December 31, 2021, respectively, for the amortization of the net of the Rate Lock Agreements that had been recognized in AOCI, which increased the interest expense on a net basis. As of December 31, 2022, the aggregate unamortized portion of the fair value of the forward contracts for the Rate Lock Agreements was a $52.9 million net gain. For derivatives that are designated and qualify as cash flow hedges, the effective portion of the gains or losses is reported in AOCI and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. For 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 the derivative is recorded in AOCI until the hedged item is recognized in earnings. The assessment of effectiveness of options contracts designated as cash flow hedges exclude 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 changes in the fair value of the excluded components and the amounts recognized in earnings are recorded in AOCI. For derivatives 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 hedges, gains and losses are recognized in other expense (income), net. We use foreign exchange contracts to hedge certain foreign currency denominated assets or liabilities. The gains and losses on these derivative instruments are largely offset by the changes in the fair value of the assets or liabilities being hedged. Derivatives in Hedging Relationships: Foreign Exchange Contracts and Rate Lock Agreements The gains (losses) on derivatives in cash flow and net investment hedging relationships recognized in other comprehensive income for the indicated periods were as follows: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2022 2021 2022 2021 Derivatives Designated as Cash Flow Hedging Instruments: Rate lock agreements: Amounts included in the assessment of effectiveness $ (937) $ — $ — $ — Foreign exchange contracts: Amounts included in the assessment of effectiveness $ 9,896 $ 6,749 $ 10,712 $ 7,602 Amounts excluded from the assessment of effectiveness $ (720) $ (8) $ (705) $ (9) Derivatives Designated as Net Investment Hedging Instruments: Foreign exchange contracts (1) : $ (1,847) $ (293) $ 1,832 $ 357 __________________ (1) No amounts were reclassified from AOCI into earnings related to the sale of a subsidiary, as there were no such sales during the periods presented. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS During the three and six months ended December 31, 2022 and 2021, 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 Citrix Systems, Inc., HP Inc., Keysight Technologies, Inc., Advanced Micro Devices, Inc., Microchip Technology Incorporated, Splunk Inc. and Ansys, Inc. The following table provides the transactions with these parties for the indicated periods (for the portion of such period that they were considered related): Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2022 2021 2022 2021 Total revenues $ 11,042 $ 264 $ 11,799 $ 623 Total purchases $ 3,035 $ 193 $ 3,280 $ 272 |
SEGMENT REPORTING AND GEOGRAPHI
SEGMENT REPORTING AND GEOGRAPHIC INFORMATION | 6 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING AND GEOGRAPHIC INFORMATION | SEGMENT REPORTING AND GEOGRAPHIC INFORMATION Accounting Standards Codification 280, Segment Reporting, establishes standards for 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. Our CODM is our Chief Executive Officer. We have three reportable segments: Semiconductor Process Control; Specialty Semiconductor Process; and PCB, Display and Component Inspection. The reportable segments are determined based on several factors including, but not limited to, customer base, homogeneity of products, technology, delivery channels and similar economic characteristics. Prior to July 1, 2022, we had a fourth segment, Other, but core assets were sold and there are no longer operations. Semiconductor Process Control The Semiconductor Process Control segment offers a comprehensive portfolio of inspection, metrology and data analytics products, and related services, which helps IC manufacturers achieve target yield throughout the entire semiconductor fabrication process, from R&D to final volume production. Our differentiated products and services are designed to provide comprehensive solutions that help our customers accelerate development and production ramp cycles, achieve higher and more stable semiconductor die yields and improve their overall profitability. This reportable segment is composed of two operating segments, Wafer Inspection and Patterning and GSS. Specialty Semiconductor Process The Specialty Semiconductor Manufacturing 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 microelectromechanical systems (“MEMS”), radio frequency (“RF”) communication chips and power semiconductors for automotive and industrial applications. This reportable segment is composed of one operating segment. PCB, Display and Component Inspection The PCB, Display and Component Inspection segment enables electronic device manufacturers to inspect, test and measure PCBs, flat panel displays and 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. This reportable segment is composed of two operating segments, PCB and Display and Component Inspection. The CODM assesses the performance of each operating segment and allocates resources to those segments based on total revenues 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 three reportable segments for the indicated periods: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2022 2021 2022 2021 Semiconductor Process Control: Revenues $ 2,657,395 $ 2,052,202 $ 5,055,154 $ 3,831,285 Segment gross profit 1,678,037 1,342,937 3,255,019 2,504,866 Specialty Semiconductor Process: Revenues 158,085 112,738 285,952 214,767 Segment gross profit 84,040 60,274 151,080 114,995 PCB, Display and Component Inspection: Revenues 169,959 187,977 370,704 390,785 Segment gross profit 53,864 82,322 139,538 176,798 Totals: Revenues for reportable segments $ 2,985,439 $ 2,352,917 $ 5,711,810 $ 4,436,837 Segment gross profit $ 1,815,941 $ 1,485,533 $ 3,545,637 $ 2,796,659 The following table reconciles total revenues for reportable segments to total revenues for the indicated periods: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2022 2021 2022 2021 Total revenues for reportable segments $ 2,985,439 $ 2,352,917 $ 5,711,810 $ 4,436,837 Corporate allocations and effects of changes in foreign currency exchange rates (1,552) (287) (3,499) (369) Total revenues $ 2,983,887 $ 2,352,630 $ 5,708,311 $ 4,436,468 The following table reconciles total segment gross profit to total income before income taxes for the indicated periods: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2022 2021 2022 2021 Total segment gross profit $ 1,815,941 $ 1,485,533 $ 3,545,637 $ 2,796,659 Acquisition-related charges, corporate allocations, and effects of changes in foreign currency exchange rates (1) 40,840 41,065 87,338 81,977 R&D 332,826 265,031 651,341 523,184 SG&A 243,096 213,479 497,076 406,740 Interest expense 74,280 37,852 148,675 76,164 Loss on extinguishment of debt — — 13,286 — Other expense (income), net (18,074) 1,201 (65,080) 15,341 Income before income taxes $ 1,142,973 $ 926,905 $ 2,213,001 $ 1,693,253 __________________ (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 States 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: (Dollar amounts in thousands) Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 Revenues: Taiwan $ 768,999 26 % $ 776,442 33 % $ 1,517,333 27 % $ 1,403,526 31 % China 681,701 23 % 544,537 23 % 1,521,362 27 % 1,229,693 28 % Korea 590,936 20 % 323,095 14 % 998,398 17 % 562,278 13 % North America 366,641 12 % 271,594 12 % 600,395 10 % 449,334 10 % Japan 269,746 9 % 196,282 8 % 487,455 9 % 371,449 8 % Europe and Israel 169,614 5 % 175,195 7 % 333,687 6 % 262,635 6 % Rest of Asia 136,250 5 % 65,485 3 % 249,681 4 % 157,553 4 % Total $ 2,983,887 100 % $ 2,352,630 100 % $ 5,708,311 100 % $ 4,436,468 100 % The following is a summary of revenues by major product categories for the indicated periods: (Dollar amounts in thousands) Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 Revenues: Wafer Inspection $ 1,256,540 42 % $ 1,104,032 48 % $ 2,359,082 41 % $ 1,991,544 45 % Patterning 861,262 29 % 508,785 22 % 1,594,632 28 % 948,376 21 % Specialty Semiconductor Process 145,542 5 % 104,932 4 % 259,986 5 % 198,052 4 % PCB, Display and Component Inspection 108,644 4 % 121,750 5 % 243,087 4 % 259,637 6 % Services 520,479 17 % 456,861 19 % 1,049,294 18 % 910,811 21 % Other 91,420 3 % 56,270 2 % 202,230 4 % 128,048 3 % Total $ 2,983,887 100 % $ 2,352,630 100 % $ 5,708,311 100 % $ 4,436,468 100 % Wafer Inspection and Patterning products are offered in the Semiconductor 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 the Semiconductor Process Control segment. In the three months ended December 31, 2022, two customers accounted for approximately 20% and 11% of total revenues, respectively. In the three months ended December 31, 2021, two customers accounted for approximately 26% and 10% of total revenues, respectively. In the six months ended December 31, 2022, two customers accounted for approximately 21% and 14% of total revenues, respectively. In the six months ended December 31, 2021, one customer accounted for approximately 25% of total revenues. Three customers and one customer on an individual basis accounted for greater than 10% of net accounts receivable at December 31, 2022 and at June 30, 2022, respectively. Land, property and equipment, net by geographic region as of the dates indicated below were as follows: As of As of (In thousands) December 31, 2022 June 30, 2022 Land, property and equipment, net: United States $ 629,076 $ 547,454 Singapore 154,655 146,057 Israel 88,404 72,791 Europe 55,621 55,370 Rest of Asia 37,057 28,257 Total $ 964,813 $ 849,929 |
RESTRUCTURING CHARGES
RESTRUCTURING CHARGES | 6 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING CHARGES | RESTRUCTURING CHARGES From time to time, management approves restructuring plans including workforce reductions in an effort to streamline operations. Restructuring charges were $0.6 million and $0.5 million for the three months ended December 31, 2022 and 2021, respectively. Restructuring charges were $16.8 million and $0.9 million for the six months ended December 31, 2022 and 2021, respectively. The fiscal year 2023 charges include one-time transaction bonuses triggered by the sale of Orbograph. As of December 31, 2022 and June 30, 2022, the accrual for restructuring charges was $5.3 million and $2.1 million, respectively. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation. For purposes of this report, “KLA,” the “Company,” “we,” “our,” “us” or similar references mean KLA Corporation and its majority-owned subsidiaries unless the context requires otherwise. The Condensed Consolidated Financial Statements have been prepared by us pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The unaudited interim Condensed Consolidated Financial Statements do not include all of the information and footnotes required by GAAP for audited financial statements. The balance sheet as of June 30, 2022 was derived from the Company’s audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022 but does not include all disclosures required by GAAP for audited financial statements. The unaudited interim Condensed Consolidated Financial Statements reflect all adjustments (consisting only of normal, recurring adjustments) necessary for a fair statement of the financial position, results of operations, comprehensive income, stockholders’ equity and cash flows for the periods indicated. These Condensed Consolidated Financial Statements and notes, however, should be read in conjunction with Item 8 “Financial Statements and Supplementary Data” included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022. The Condensed Consolidated Financial Statements include the accounts of KLA and its majority-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. The results of operations for the six months ended December 31, 2022 are not necessarily indicative of the results that may be expected for any other interim period or for the full fiscal year ending June 30, 2023. |
Management Estimates | Management Estimates. The preparation of the Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions in applying our accounting policies that affect the reported amounts of assets and liabilities (and related disclosure of contingent assets and liabilities) at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Recent Accounting Pronouncements and Recently Adopted | Recent Accounting Pronouncements Recently Adopted None Updates Not Yet Effective In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. |
Fair Value Measurements | Our financial assets and liabilities are measured and recorded at fair value, except for our debt and certain equity investments in privately held companies. Equity investments without a readily available fair value are accounted for using the measurement alternative. The measurement alternative is calculated as cost minus impairment, if any, plus or minus changes resulting from observable price changes. See Note 8 “Debt” to our Condensed Consolidated Financial Statements for disclosure of the fair value of our Senior Notes, as defined in that Note.Our non-financial assets, such as goodwill, intangible assets, and land, property and equipment, 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 | Fair Value of Financial Instruments. 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 our 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 1 Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. Level 2 Valuations 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 3 Valuations 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. There were no transfers between Level 1, Level 2 and Level 3 fair value measurements during the six months ended December 31, 2022. The types of instruments valued based on quoted market prices in active markets include money market funds, certain U.S. Treasury securities, U.S. Government agency securities and equity securities. Such instruments are generally classified within Level 1 of the fair value hierarchy. The types of instruments valued based on other observable inputs include corporate debt securities, sovereign securities, municipal securities and certain U.S. Treasury securities. 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 we 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. Our 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. |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract Balances | The following table represents the opening and closing balances of accounts receivable, net, contract assets and contract liabilities as of the indicated dates. As of As of (Dollar amounts in thousands) December 31, 2022 June 30, 2022 $ Change % Change Accounts receivable, net $ 2,282,925 $ 1,811,877 $ 471,048 26 % Contract assets $ 119,734 $ 114,747 $ 4,987 4 % Contract liabilities $ 1,070,879 $ 1,007,324 $ 63,555 6 % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | 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 our Condensed Consolidated Balance Sheets as follows: Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Little or No Market Activity Inputs As of December 31, 2022 (In thousands) Total (Level 1) (Level 2) (Level 3) Assets Cash equivalents: Money market funds and other $ 839,867 $ 839,867 $ — $ — Marketable securities: Corporate debt securities 484,293 — 484,293 — Municipal securities 37,793 — 37,793 — Sovereign securities 6,004 — 6,004 — U.S. Government agency securities 87,522 87,522 — — U.S. Treasury securities 440,403 410,713 29,690 — Equity securities 19,324 19,324 — — Total cash equivalents and marketable securities (1) 1,915,206 1,357,426 557,780 — Other current assets: Derivative assets 19,474 — 19,474 — Other non-current assets: Executive Deferred Savings Plan 223,235 176,792 46,443 — Total financial assets (1) $ 2,157,915 $ 1,534,218 $ 623,697 $ — Liabilities Derivative liabilities $ (26,912) $ — $ (26,912) $ — Contingent consideration payable (21,900) — — (21,900) Total financial liabilities $ (48,812) $ — $ (26,912) $ (21,900) ________________ (1) Excludes cash of $610.1 million held in operating accounts and time deposits of $341.0 million (of which $121.5 million were cash equivalents) as of December 31, 2022. 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 our Condensed Consolidated Balance Sheets as follows: Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Little or No Market Activity Inputs As of June 30, 2022 (In thousands) Total (Level 1) (Level 2) (Level 3) Assets Cash equivalents: Corporate debt securities $ 922 $ — $ 922 $ — Money market funds and other 948,027 948,027 — — U.S. Treasury securities 22,485 — 22,485 — Marketable securities: Corporate debt securities 472,047 — 472,047 — Municipal securities 60,724 — 60,724 — Sovereign securities 5,990 — 5,990 — U.S. Government agency securities 91,116 91,116 — — U.S. Treasury securities 348,026 344,559 3,467 — Equity securities 11,035 11,035 — — Total cash equivalents and marketable securities (1) 1,960,372 1,394,737 565,635 — Other current assets: Derivative assets 40,311 — 40,311 — Other non-current assets: Executive Deferred Savings Plan 224,188 176,928 47,260 — Total financial assets (1) $ 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) Excludes cash of $472.8 million held in operating accounts and time deposits of $274.9 million (of which $140.7 million were cash equivalents) as of June 30, 2022. |
FINANCIAL STATEMENT COMPONENTS
FINANCIAL STATEMENT COMPONENTS (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Balance Sheet Components | Condensed Consolidated Balance Sheets As of As of (In thousands) December 31, 2022 June 30, 2022 Accounts receivable, net: Accounts receivable, gross $ 2,317,402 $ 1,832,508 Allowance for credit losses (34,477) (20,631) $ 2,282,925 $ 1,811,877 Inventories: Customer service parts $ 453,124 $ 402,121 Raw materials 1,418,136 1,042,916 Work-in-process 477,588 451,782 Finished goods 186,527 250,070 $ 2,535,375 $ 2,146,889 Other current assets: Prepaid expenses $ 130,624 $ 108,942 Contract assets 119,734 114,747 Deferred costs of revenues 112,026 124,487 Prepaid income and other taxes 32,555 89,713 Other current assets 52,993 64,248 $ 447,932 $ 502,137 Land, property and equipment, net: Land $ 72,285 $ 67,846 Buildings and leasehold improvements 774,698 712,751 Machinery and equipment 944,703 819,191 Office furniture and fixtures 53,429 44,957 Construction-in-process 159,551 110,079 2,004,666 1,754,824 Less: accumulated depreciation (1,039,853) (904,895) $ 964,813 $ 849,929 Other non-current assets: Executive Deferred Savings Plan (1) $ 223,235 $ 224,188 Operating lease right of use assets 131,920 126,444 Other non-current assets 167,578 133,980 $ 522,733 $ 484,612 Other current liabilities: Customer credits and advances $ 628,522 $ 515,118 Compensation and benefits 501,894 351,924 Other accrued expenses 322,187 253,265 Executive Deferred Savings Plan (1) 225,254 225,867 Income taxes payable 225,011 126,964 Interest payable 109,524 39,683 Operating lease liabilities 31,591 32,218 $ 2,043,983 $ 1,545,039 Other non-current liabilities: Income taxes payable $ 309,293 $ 367,052 Customer credits and advances 216,000 204,914 Operating lease liabilities 81,020 81,369 Pension liabilities 76,542 78,525 Other non-current liabilities 124,599 150,782 $ 807,454 $ 882,642 ________________ (1) We have a non-qualified deferred compensation plan (known as “Executive Deferred Savings Plan” or “EDSP”) under which certain employees and non-employee directors may defer a portion of their compensation. The expense associated with changes in the EDSP liability included in selling, general and administrative (“SG&A”) expense was $11.9 million and $12.0 million in the three months ended December 31, 2022 and 2021, respectively, and was $1.6 million and $11.0 million during the six months ended December 31, 2022 and 2021, respectively. The amount of net gains associated with changes in the EDSP assets included in SG&A expense was $11.9 million and $11.8 million in the three months ended December 31, 2022 and 2021, respectively, and was $1.6 million and $10.7 million during the six months ended December 31, 2022 and 2021, respectively. For additional details, refer to Note 1 “Description of Business and Summary of Significant Accounting Policies” to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022. |
Schedule of Components of Accumulated Other Comprehensive Income (Loss) | The components of Accumulated Other Comprehensive Income (Loss) (“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 Derivatives Unrealized Gains (Losses) on Defined Benefit Plans Total Balance as of December 31, 2022 $ (55,857) $ (16,955) $ 48,170 $ (24,460) $ (49,102) Balance as of June 30, 2022 $ (43,886) $ (15,486) $ 56,836 $ (24,935) $ (27,471) |
Schedule of Reclassification out of Accumulated Other Comprehensive Income | The effects on net income of amounts reclassified from AOCI to the Condensed Consolidated Statements of Operations for the indicated periods were as follows (in thousands; amounts in parentheses indicate debits or reductions to earnings): AOCI Components Three Months Ended Six Months Ended Location in the Condensed Consolidated Statement of Operations December 31, December 31, 2022 2021 2022 2021 Unrealized gains (losses) on cash flow hedges from foreign exchange and interest rate contracts Revenues $ 15,928 $ 1,539 $ 30,533 $ 3,268 Costs of revenues and operating expenses (3,904) (348) (9,271) (580) Interest expense 937 (279) 1,874 (558) Net gains reclassified from AOCI $ 12,961 $ 912 $ 23,136 $ 2,130 Unrealized gains (losses) on available-for-sale securities Other expense (income), net $ (407) $ (3) $ (581) $ (2) |
MARKETABLE SECURITIES (Tables)
MARKETABLE SECURITIES (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Unrealized Gain (Loss) on Investments | The amortized cost and fair value of marketable securities as of the dates indicated below were as follows: As of December 31, 2022 (In thousands) Amortized Gross Gross Fair Corporate debt securities $ 492,548 $ 133 $ (8,388) $ 484,293 Money market funds and other 839,867 — — 839,867 Municipal securities 38,909 — (1,116) 37,793 Sovereign securities 6,034 — (30) 6,004 U.S. Government agency securities 88,752 8 (1,238) 87,522 U.S. Treasury securities 451,374 43 (11,014) 440,403 Equity securities (1) 3,211 16,113 — 19,324 Subtotal 1,920,695 16,297 (21,786) 1,915,206 Add: Time deposits (2) 341,003 — — 341,003 Less: Cash equivalents 961,336 — — 961,336 Marketable securities $ 1,300,362 $ 16,297 $ (21,786) $ 1,294,873 As of June 30, 2022 (In thousands) Amortized Gross Gross Fair Corporate debt securities $ 481,881 $ 3 $ (8,915) $ 472,969 Money market funds and other 948,027 — — 948,027 Municipal securities 61,973 — (1,249) 60,724 Sovereign securities 6,041 2 (53) 5,990 U.S. Government agency securities 92,273 26 (1,183) 91,116 U.S. Treasury securities 378,871 18 (8,378) 370,511 Equity securities (1) 3,211 7,824 — 11,035 Subtotal 1,972,277 7,873 (19,778) 1,960,372 Add: Time deposits (2) 274,873 — — 274,873 Less: Cash equivalents 1,112,146 — (1) 1,112,145 Marketable securities $ 1,135,004 $ 7,873 $ (19,777) $ 1,123,100 ________________ (1) Unrealized gains on equity securities included in our portfolio include the initial fair value adjustment recorded upon a security becoming marketable. (2) Time deposits excluded from fair value measurements. |
Debt Securities, Available-for-Sale, Unrealized Loss Position, Fair Value | The following table summarizes the fair value and gross unrealized losses of our investments that were in an unrealized loss position as of the dates indicated below. As of December 31, 2022 Less than 12 Months 12 Months or Greater Total (In thousands) Fair Value Gross Fair Value Gross Fair Value Gross Corporate debt securities $ 226,806 $ (3,852) $ 216,074 $ (4,536) $ 442,880 $ (8,388) Municipal securities 6,879 (183) 30,914 (933) 37,793 (1,116) Sovereign securities 1,006 (3) 1,974 (27) 2,980 (30) U.S. Government agency securities 30,398 (140) 36,268 (1,098) 66,666 (1,238) U.S. Treasury securities 216,402 (5,024) 197,099 (5,990) 413,501 (11,014) Total $ 481,491 $ (9,202) $ 482,329 $ (12,584) $ 963,820 $ (21,786) As of June 30, 2022 (In thousands) Fair Value (1) Gross Unrealized Losses (1) Corporate debt securities $ 458,699 $ (8,915) Municipal securities 58,722 (1,249) Sovereign securities 2,963 (53) U.S. Government agency securities 60,285 (1,183) U.S. Treasury securities 336,819 (8,378) Total $ 917,488 $ (19,778) ________________ (1) As of June 30, 2022, 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. |
Schedule of Contractual Maturities of Securities | The contractual maturities of securities classified as available-for-sale, regardless of their classification on our Condensed Consolidated Balance Sheets, as of the date indicated below were as follows: As of December 31, 2022 (In thousands) Amortized Cost Fair Value Due within one year $ 810,100 $ 816,047 Due after one year through three years 490,262 478,826 Total $ 1,300,362 $ 1,294,873 |
GOODWILL AND PURCHASED INTANG_2
GOODWILL AND PURCHASED INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill Balances | The following table presents changes in goodwill carrying value during the six months ended December 31, 2022: (In thousands) Wafer Inspection and Patterning Global Service and Support ( “ GSS ” ) Specialty Semiconductor Process Printed Circuit Board (“PCB”) and Display Component Inspection Total Balance as of June 30, 2022 $ 725,737 $ 25,908 $ 681,858 $ 872,971 $ 13,575 $ 2,320,049 Acquired goodwill 6,776 — — — — 6,776 Goodwill disposal from sale of business (1) — — — (42,622) — (42,622) Goodwill adjustments (5,337) — — — — (5,337) Foreign currency adjustments (57) — — — — (57) Balance as of December 31, 2022 $ 727,119 $ 25,908 $ 681,858 $ 830,349 $ 13,575 $ 2,278,809 (1) Refer to the “Business Dispositions” section of Note 6 “Business Combinations and Dispositions” for more information on the sale of Orbograph. |
Schedule of Components of Purchased Intangible Assets | The components of purchased intangible assets as of the dates indicated below were as follows: (In thousands) As of December 31, 2022 As of June 30, 2022 Category Range of Useful Lives (in years) Gross Accumulated Net Gross Accumulated Net Existing technology 4-8 $ 1,536,826 $ 750,923 $ 785,903 $ 1,523,691 $ 668,175 $ 855,516 Customer relationships 4-9 358,567 185,462 173,105 366,567 167,819 198,748 Trade name / Trademark 4-7 116,583 71,281 45,302 121,083 68,194 52,889 Order backlog and other <1-9 85,836 70,411 15,425 87,836 58,970 28,866 Intangible assets subject to amortization (1) 2,097,812 1,078,077 1,019,735 2,099,177 963,158 1,136,019 In-process research and development 61,322 15,966 45,356 64,457 6,062 58,395 Total $ 2,159,134 $ 1,094,043 $ 1,065,091 $ 2,163,634 $ 969,220 $ 1,194,414 (1) The disposition of Orbograph during the three months ended September 30, 2022 resulted in a decrease in the gross amount of intangible assets subject to amortization of $34.5 million, a decrease in accumulated amortization of $15.9 million, and a decrease in the net amount of $18.6 million. Refer to the “Business Dispositions” section of Note 6 “Business Combinations and Dispositions” for more information on the sale of Orbograph. |
Schedule of Amortization Expense for Purchased Intangible Assets | Amortization expense for purchased intangible assets for the periods indicated below was as follows: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2022 2021 2022 2021 Amortization expense - Costs of revenues $ 45,446 $ 41,124 $ 90,512 $ 82,248 Amortization expense - SG&A 20,128 12,389 40,256 24,778 Amortization expense - Research and development 31 31 62 62 Total $ 65,605 $ 53,544 $ 130,830 $ 107,088 |
Schedule of Remaining Estimated Amortization Expense | Based on the purchased intangible assets gross carrying amount recorded as of December 31, 2022, the remaining estimated annual amortization expense is expected to be as follows: Fiscal year ending June 30: Amortization (In thousands) 2023 (remaining six months) $ 129,787 2024 238,575 2025 222,123 2026 206,211 2027 129,630 2028 and thereafter 93,409 Total $ 1,019,735 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes our debt as of December 31, 2022 and June 30, 2022: As of December 31, 2022 As of June 30, 2022 Amount Effective Amount Effective Fixed-rate 4.650% Senior Notes due on November 1, 2024 $ 750,000 4.682 % $ 1,250,000 4.682 % Fixed-rate 5.650% Senior Notes due on November 1, 2034 250,000 5.670 % 250,000 5.670 % Fixed-rate 4.100% Senior Notes due on March 15, 2029 800,000 4.159 % 800,000 4.159 % Fixed-rate 5.000% Senior Notes due on March 15, 2049 400,000 5.047 % 400,000 5.047 % Fixed-rate 3.300% Senior Notes due on March 1, 2050 750,000 3.302 % 750,000 3.302 % Fixed-rate 4.650% Senior Notes due on July 15, 2032 1,000,000 4.657 % 1,000,000 4.657 % Fixed-rate 4.950% Senior Notes due on July 15, 2052 1,200,000 5.009 % 1,200,000 5.009 % Fixed-rate 5.250% Senior Notes due on July 15, 2062 800,000 5.259 % 800,000 5.259 % Revolving Credit Facility 225,000 5.423 % 275,000 2.258 % Total 6,175,000 6,725,000 Unamortized discount/premium, net (18,429) (19,304) Unamortized debt issuance costs (42,826) (44,978) Total $ 6,113,745 $ 6,660,718 Reported as: Long-term debt $ 6,113,745 $ 6,660,718 Total $ 6,113,745 $ 6,660,718 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Leases Cost | Supplemental cash flow information related to leases was as follows: Six Months Ended December 31, In thousands 2022 2021 Operating cash outflows from operating leases $ 19,363 $ 19,050 Right of use assets obtained in exchange for new operating lease liabilities $ 18,760 $ 11,389 |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities as of December 31, 2022 were as follows: Fiscal Year Ending June 30: (In thousands) 2023 (remaining six months) $ 18,598 2024 30,471 2025 23,729 2026 17,984 2027 13,366 2028 and thereafter 15,733 Total lease payments 119,881 Less imputed interest (7,270) Total $ 112,611 |
EQUITY, LONG-TERM INCENTIVE C_2
EQUITY, LONG-TERM INCENTIVE COMPENSATION PLANS AND NON-CONTROLLING INTEREST (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Combined Activity Under Equity Incentive Plans | The following table summarizes the combined activity under our equity incentive plans: (In thousands) Available For Grant (1) (2) Balance as of June 30, 2022 9,242 RSUs granted (3) (971) RSUs canceled 80 Balance as of December 31, 2022 8,351 __________________ (1) The number of RSUs reflects the application of the award multiplier of 2.0x to calculate the impact of the award on the shares reserved under the 2004 Plan. (2) No additional stock options, RSUs or other awards will be granted under the Assumed Equity Plans. (3) Includes RSUs granted to senior management during the six months ended December 31, 2022 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 RSUs”). This line item includes all such performance-based RSUs granted during the six months ended December 31, 2022 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 (0.6 million shares for the six months ended December 31, 2022 reflects the application of the multiplier described above). |
Schedule of Stock-based Compensation Expense | The following table shows stock-based compensation expense for the indicated periods: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2022 2021 2022 2021 Stock-based compensation expense by: Costs of revenues $ 6,004 $ 4,094 $ 11,593 $ 7,932 R&D 8,792 4,901 17,148 9,595 SG&A 23,609 18,771 44,646 35,455 Total stock-based compensation expense $ 38,405 $ 27,766 $ 73,387 $ 52,982 |
Schedule of Restricted Stock Activity | The following table shows the activity and weighted-average grant date fair values for RSUs during the six months ended December 31, 2022: Shares (1) (In thousands) Weighted-Average Outstanding RSUs as of June 30, 2022 (2) 1,593 $ 218.03 Granted (3) 485 $ 389.71 Vested and released (207) $ 162.71 Withheld for taxes (148) $ 162.71 Forfeited (41) $ 165.56 Outstanding RSUs as of December 31, 2022 (2) 1,682 $ 280.49 __________________ (1) Share numbers reflect actual shares subject to awarded RSUs. (2) Includes performance-based RSUs. (3) This line item includes performance-based RSUs granted during the six months ended December 31, 2022 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 (0.3 million shares for the six months ended December 31, 2022). |
Schedule of Grant Date Fair Value, Weighted Average Grant Date Fair Value, and Tax Benefits for Restricted Stock Units | The following table shows the weighted-average grant date fair value per unit for the RSUs granted, vested, and tax benefits realized by us in connection with vested and released RSUs for the indicated periods : Three Months Ended December 31, Six Months Ended December 31, (In thousands, except for weighted-average grant date fair value) 2022 2021 2022 2021 Weighted-average grant date fair value per unit $ 312.42 $ 393.67 $ 389.71 $ 356.39 Grant date fair value of vested RSUs $ 8,029 $ 10,563 $ 57,935 $ 47,303 Tax benefits realized by us in connection with vested and released RSUs $ 2,308 $ 4,913 $ 12,851 $ 13,921 |
Schedule of Employee Stock Purchase Rights Valuation | The fair value of each purchase right under the ESPP was estimated on the date of grant using the Black-Scholes model and the straight-line attribution approach with the following weighted-average assumptions: Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 Stock purchase plan: Expected stock price volatility 41.6 % 34.9 % 41.6 % 34.9 % Risk-free interest rate 1.1 % 0.1 % 1.1 % 0.1 % Dividend yield 1.8 % 1.4 % 1.8 % 1.4 % Expected life (in years) 0.5 0.5 0.5 0.5 |
Schedule of Tax Benefits Realized and Weighted-average fair value for the ESPP | 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 us 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) Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 Total cash received from employees for the issuance of shares under the ESPP $ 33,793 $ 36,912 $ 33,793 $ 36,912 Number of shares purchased by employees through the ESPP 134 139 134 139 Tax benefits realized by us in connection with the disqualifying dispositions of shares purchased under the ESPP $ 362 $ 231 $ 924 $ 1,198 Weighted-average fair value per share based on Black-Scholes model $ 73.31 $ 71.82 $ 73.31 $ 71.82 |
STOCK REPURCHASE PROGRAM (Table
STOCK REPURCHASE PROGRAM (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Share Repurchases | Share repurchases for the indicated periods (based on the trade date of the applicable repurchase) were as follows: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2022 2021 2022 2021 Number of shares of common stock repurchased 3,429 1,104 3,686 2,294 Total cost of repurchases $ 370,982 $ 429,874 $ 460,598 $ 829,551 |
NET INCOME PER SHARE (Tables)
NET INCOME PER SHARE (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Net Income per Share | The following table sets forth the computation of basic and diluted net income per share attributable to KLA: (In thousands, except per share amounts) Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 Numerator: Net income attributable to KLA $ 978,795 $ 717,444 $ 2,004,786 $ 1,785,861 Denominator: Weighted-average shares - basic, excluding unvested RSUs 141,299 151,251 141,564 151,791 Effect of dilutive RSUs and options 667 1,080 704 1,095 Weighted-average shares - diluted 141,966 152,331 142,268 152,886 Basic net income per share attributable to KLA $ 6.93 $ 4.74 $ 14.16 $ 11.77 Diluted net income per share attributable to KLA $ 6.89 $ 4.71 $ 14.09 $ 11.68 Anti-dilutive securities excluded from the computation of diluted net income per share 331 — 271 5 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Details of Income Taxes | The following table provides details of income taxes: Three Months Ended December 31, Six Months Ended December 31, (Dollar amounts in thousands) 2022 2021 2022 2021 Income before income taxes $ 1,142,973 $ 926,905 $ 2,213,001 $ 1,693,253 Provision (benefit) for income taxes $ 164,178 $ 209,388 $ 208,141 $ (92,749) Effective tax rate 14.4 % 22.6 % 9.4 % (5.5) % |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Receivables Sold Under Factoring Agreements | The following table shows total receivables sold under factoring agreements and proceeds from sales of LC for the indicated periods: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2022 2021 2022 2021 Receivables sold under factoring agreements $ 77,212 $ 79,918 $ 181,459 $ 147,036 Proceeds from sales of LC $ 44,596 $ 19,493 $ 69,247 $ 41,166 |
DERIVATIVE INSTRUMENTS AND HE_2
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments, Location, Designated and Non-Designated, Gains (Losses) | The gains (losses) on derivatives in cash flow and net investment hedging relationships recognized in other comprehensive income for the indicated periods were as follows: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2022 2021 2022 2021 Derivatives Designated as Cash Flow Hedging Instruments: Rate lock agreements: Amounts included in the assessment of effectiveness $ (937) $ — $ — $ — Foreign exchange contracts: Amounts included in the assessment of effectiveness $ 9,896 $ 6,749 $ 10,712 $ 7,602 Amounts excluded from the assessment of effectiveness $ (720) $ (8) $ (705) $ (9) Derivatives Designated as Net Investment Hedging Instruments: Foreign exchange contracts (1) : $ (1,847) $ (293) $ 1,832 $ 357 __________________ (1) No amounts were reclassified from AOCI into earnings related to the sale of a subsidiary, as there were no such sales during the periods presented. |
Schedule of Notional Amounts of Derivatives Outstanding | The U.S. dollar equivalent of all outstanding notional amounts of foreign currency hedge contracts with maximum remaining maturities of approximately 12 months as of the dates indicated below, were as follows: As of As of (In thousands) December 31, 2022 June 30, 2022 Cash flow hedge contracts - foreign currency Purchase $ 196,825 $ 124,641 Sell $ 156,841 $ 176,259 Net investment hedge contracts - foreign currency Sell $ 66,436 $ 66,436 Other foreign currency hedge contracts Purchase $ 517,063 $ 565,586 Sell $ 371,668 $ 389,368 |
Schedule of Derivative Instruments, Fair Value | The locations and fair value of our derivatives reported in our Condensed Consolidated Balance Sheets as of the dates indicated below were as follows: Asset Derivatives Liability Derivatives Balance Sheet As of As of Balance Sheet As of As of Location December 31, 2022 June 30, 2022 Location December 31, 2022 June 30, 2022 (In thousands) Fair Value Fair Value Derivatives designated as hedging instruments Foreign exchange contracts Other current assets $ 17,957 $ 20,595 Other current liabilities $ (6,313) $ 8,406 Total derivatives designated as hedging instruments 17,957 20,595 (6,313) 8,406 Derivatives not designated as hedging instruments Foreign exchange contracts Other current assets 1,517 19,716 Other current liabilities (20,599) 25,909 Total derivatives not designated as hedging instruments 1,517 19,716 (20,599) 25,909 Total derivatives $ 19,474 $ 40,311 $ (26,912) $ 34,315 |
Schedule of Balances and Changes in Accumulated Other Comprehensive Income Related to Derivative Instruments | The changes in AOCI, before taxes, related to derivatives for the indicated periods were as follows: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2022 2021 2022 2021 Beginning AOCI $ 72,290 $ (25,546) $ 77,018 $ (25,830) Amount reclassified to earnings as net (gains) losses (12,961) (912) (23,136) (2,130) Net change in unrealized gains (losses) 6,392 5,627 11,839 7,129 Ending AOCI $ 65,721 $ (20,831) $ 65,721 $ (20,831) |
Schedule of Offsetting Derivative Assets | The information related to the offsetting arrangements for the periods indicated was as follows: As of December 31, 2022 Gross Amounts of Derivatives Not Offset in the Condensed Consolidated Balance Sheets (In thousands) Gross Amounts of Derivatives Gross Amounts of Derivatives Offset in the Condensed Consolidated Balance Sheets Net Amount of Derivatives Presented in the Condensed Consolidated Balance Sheets Financial Instruments Cash Collateral Received Net Amount Derivatives - assets $ 19,474 $ — $ 19,474 $ (19,474) $ — $ — Derivatives - liabilities $ (26,912) $ — $ (26,912) $ 19,474 $ — $ (7,438) As of June 30, 2022 Gross Amounts of Derivatives Not Offset in the Condensed Consolidated Balance Sheets (In thousands) Gross Amounts of Derivatives Gross Amounts of Derivatives Offset in the Condensed Consolidated Balance Sheets Net Amount of Derivatives Presented in the Condensed Consolidated Balance Sheets Financial Instruments Cash Collateral Received Net Amount Derivatives - assets $ 40,311 $ — $ 40,311 $ (12,291) $ — $ 28,020 Derivatives - liabilities $ (34,315) $ — $ (34,315) $ 12,291 $ — $ (22,024) |
Schedule of Offsetting Derivative Liabilities | The information related to the offsetting arrangements for the periods indicated was as follows: As of December 31, 2022 Gross Amounts of Derivatives Not Offset in the Condensed Consolidated Balance Sheets (In thousands) Gross Amounts of Derivatives Gross Amounts of Derivatives Offset in the Condensed Consolidated Balance Sheets Net Amount of Derivatives Presented in the Condensed Consolidated Balance Sheets Financial Instruments Cash Collateral Received Net Amount Derivatives - assets $ 19,474 $ — $ 19,474 $ (19,474) $ — $ — Derivatives - liabilities $ (26,912) $ — $ (26,912) $ 19,474 $ — $ (7,438) As of June 30, 2022 Gross Amounts of Derivatives Not Offset in the Condensed Consolidated Balance Sheets (In thousands) Gross Amounts of Derivatives Gross Amounts of Derivatives Offset in the Condensed Consolidated Balance Sheets Net Amount of Derivatives Presented in the Condensed Consolidated Balance Sheets Financial Instruments Cash Collateral Received Net Amount Derivatives - assets $ 40,311 $ — $ 40,311 $ (12,291) $ — $ 28,020 Derivatives - liabilities $ (34,315) $ — $ (34,315) $ 12,291 $ — $ (22,024) |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table provides the transactions with these parties for the indicated periods (for the portion of such period that they were considered related): Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2022 2021 2022 2021 Total revenues $ 11,042 $ 264 $ 11,799 $ 623 Total purchases $ 3,035 $ 193 $ 3,280 $ 272 |
SEGMENT REPORTING AND GEOGRAP_2
SEGMENT REPORTING AND GEOGRAPHIC INFORMATION (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Results for Reportable Segments | The following is a summary of results for each of our three reportable segments for the indicated periods: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2022 2021 2022 2021 Semiconductor Process Control: Revenues $ 2,657,395 $ 2,052,202 $ 5,055,154 $ 3,831,285 Segment gross profit 1,678,037 1,342,937 3,255,019 2,504,866 Specialty Semiconductor Process: Revenues 158,085 112,738 285,952 214,767 Segment gross profit 84,040 60,274 151,080 114,995 PCB, Display and Component Inspection: Revenues 169,959 187,977 370,704 390,785 Segment gross profit 53,864 82,322 139,538 176,798 Totals: Revenues for reportable segments $ 2,985,439 $ 2,352,917 $ 5,711,810 $ 4,436,837 Segment gross profit $ 1,815,941 $ 1,485,533 $ 3,545,637 $ 2,796,659 |
Schedule of Reconciliation of Total Reportable Segments Revenue to Total Revenue | The following table reconciles total revenues for reportable segments to total revenues for the indicated periods: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2022 2021 2022 2021 Total revenues for reportable segments $ 2,985,439 $ 2,352,917 $ 5,711,810 $ 4,436,837 Corporate allocations and effects of changes in foreign currency exchange rates (1,552) (287) (3,499) (369) Total revenues $ 2,983,887 $ 2,352,630 $ 5,708,311 $ 4,436,468 |
Schedule of Reconciliation of Total Segment Gross Profit to Total Income Before Income Taxes | The following table reconciles total segment gross profit to total income before income taxes for the indicated periods: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2022 2021 2022 2021 Total segment gross profit $ 1,815,941 $ 1,485,533 $ 3,545,637 $ 2,796,659 Acquisition-related charges, corporate allocations, and effects of changes in foreign currency exchange rates (1) 40,840 41,065 87,338 81,977 R&D 332,826 265,031 651,341 523,184 SG&A 243,096 213,479 497,076 406,740 Interest expense 74,280 37,852 148,675 76,164 Loss on extinguishment of debt — — 13,286 — Other expense (income), net (18,074) 1,201 (65,080) 15,341 Income before income taxes $ 1,142,973 $ 926,905 $ 2,213,001 $ 1,693,253 __________________ |
Schedule of Revenues by Geographic Region | The following is a summary of revenues by geographic region, based on ship-to location, for the indicated periods: (Dollar amounts in thousands) Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 Revenues: Taiwan $ 768,999 26 % $ 776,442 33 % $ 1,517,333 27 % $ 1,403,526 31 % China 681,701 23 % 544,537 23 % 1,521,362 27 % 1,229,693 28 % Korea 590,936 20 % 323,095 14 % 998,398 17 % 562,278 13 % North America 366,641 12 % 271,594 12 % 600,395 10 % 449,334 10 % Japan 269,746 9 % 196,282 8 % 487,455 9 % 371,449 8 % Europe and Israel 169,614 5 % 175,195 7 % 333,687 6 % 262,635 6 % Rest of Asia 136,250 5 % 65,485 3 % 249,681 4 % 157,553 4 % Total $ 2,983,887 100 % $ 2,352,630 100 % $ 5,708,311 100 % $ 4,436,468 100 % |
Schedule of Revenues by Major Products | The following is a summary of revenues by major product categories for the indicated periods: (Dollar amounts in thousands) Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 Revenues: Wafer Inspection $ 1,256,540 42 % $ 1,104,032 48 % $ 2,359,082 41 % $ 1,991,544 45 % Patterning 861,262 29 % 508,785 22 % 1,594,632 28 % 948,376 21 % Specialty Semiconductor Process 145,542 5 % 104,932 4 % 259,986 5 % 198,052 4 % PCB, Display and Component Inspection 108,644 4 % 121,750 5 % 243,087 4 % 259,637 6 % Services 520,479 17 % 456,861 19 % 1,049,294 18 % 910,811 21 % Other 91,420 3 % 56,270 2 % 202,230 4 % 128,048 3 % Total $ 2,983,887 100 % $ 2,352,630 100 % $ 5,708,311 100 % $ 4,436,468 100 % |
Schedule of Long-Lived Assets by Geographic Region | Land, property and equipment, net by geographic region as of the dates indicated below were as follows: As of As of (In thousands) December 31, 2022 June 30, 2022 Land, property and equipment, net: United States $ 629,076 $ 547,454 Singapore 154,655 146,057 Israel 88,404 72,791 Europe 55,621 55,370 Rest of Asia 37,057 28,257 Total $ 964,813 $ 849,929 |
REVENUE - Schedule of Contract
REVENUE - Schedule of Contract Balances (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2022 | Jun. 30, 2022 | |
Accounts receivable, net | ||
Accounts receivable, net | $ 2,282,925 | $ 1,811,877 |
Change in accounts receivable, net | $ 471,048 | |
Percentage change in accounts receivable, net | 26% | |
Contract assets | ||
Contract assets | $ 119,734 | 114,747 |
Change in contract assets | $ 4,987 | |
Percentage change in contract assets | 4% | |
Contract liabilities | ||
Contract liabilities | $ 1,070,879 | $ 1,007,324 |
Change in contract liabilities | $ 63,555 | |
Percentage change in contract liabilities | 6% |
REVENUE - Additional Informatio
REVENUE - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue remainder payable acceptance period | 30 days | |
Revenue recognized in excess of amount billed to customer | $ 84.1 | |
Decrease in contract assets, reclassified to accounts receivable | 79.3 | |
Change in contract liabilities, revenue recognized | $ 656.5 | $ 424.4 |
Minimum | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue payment terms required payment percentage of total contract consideration within 30 To 60 days of shipment | 70% | |
Maximum | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue payment terms required payment percentage of total contract consideration within 30 To 60 days of shipment | 90% |
REVENUE - Remaining Performance
REVENUE - Remaining Performance Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jun. 30, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Remaining performance obligation | $ 12,540,000 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Contract liabilities | $ 1,070,879 | $ 1,007,324 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, expected timing of satisfaction, period | 12 months | |
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, percentage | 45% | |
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, percentage | 55% |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jun. 30, 2022 |
Other current assets: | ||
Derivative assets | $ 19,474 | $ 40,311 |
Liabilities | ||
Derivative liabilities | (26,912) | (34,315) |
Contingent consideration payable | (21,900) | |
Cash excluded from fair value measurement | 610,100 | 472,800 |
Time deposits excluded from fair value measurement | 341,000 | 274,900 |
Time deposits, cash equivalents excluded from fair value measurement | 121,500 | 140,700 |
Recurring | ||
Marketable securities: | ||
Total cash equivalents and marketable securities | 1,915,206 | 1,960,372 |
Other current assets: | ||
Derivative assets | 19,474 | 40,311 |
Other non-current assets: | ||
Executive Deferred Savings Plan | 223,235 | 224,188 |
Total financial assets | 2,157,915 | 2,224,871 |
Liabilities | ||
Derivative liabilities | (26,912) | (34,315) |
Deferred payments | (2,350) | |
Contingent consideration payable | (21,900) | (23,674) |
Total financial liabilities | (48,812) | (60,339) |
Recurring | Corporate debt securities | ||
Cash equivalents: | ||
Cash equivalents | 922 | |
Marketable securities: | ||
Marketable securities | 484,293 | 472,047 |
Recurring | Money market funds and other | ||
Cash equivalents: | ||
Cash equivalents | 839,867 | 948,027 |
Recurring | U.S. Treasury securities | ||
Cash equivalents: | ||
Cash equivalents | 22,485 | |
Marketable securities: | ||
Marketable securities | 440,403 | 348,026 |
Recurring | Municipal securities | ||
Marketable securities: | ||
Marketable securities | 37,793 | 60,724 |
Recurring | Sovereign securities | ||
Marketable securities: | ||
Marketable securities | 6,004 | 5,990 |
Recurring | U.S. Government agency securities | ||
Marketable securities: | ||
Marketable securities | 87,522 | 91,116 |
Recurring | Equity securities | ||
Marketable securities: | ||
Marketable securities | 19,324 | 11,035 |
Recurring | Level 1 | ||
Marketable securities: | ||
Total cash equivalents and marketable securities | 1,357,426 | 1,394,737 |
Other current assets: | ||
Derivative assets | 0 | 0 |
Other non-current assets: | ||
Executive Deferred Savings Plan | 176,792 | 176,928 |
Total financial assets | 1,534,218 | 1,571,665 |
Liabilities | ||
Derivative liabilities | 0 | 0 |
Deferred payments | 0 | |
Contingent consideration payable | 0 | 0 |
Total financial liabilities | 0 | 0 |
Recurring | Level 1 | Corporate debt securities | ||
Cash equivalents: | ||
Cash equivalents | 0 | |
Marketable securities: | ||
Marketable securities | 0 | 0 |
Recurring | Level 1 | Money market funds and other | ||
Cash equivalents: | ||
Cash equivalents | 839,867 | 948,027 |
Recurring | Level 1 | U.S. Treasury securities | ||
Cash equivalents: | ||
Cash equivalents | 0 | |
Marketable securities: | ||
Marketable securities | 410,713 | 344,559 |
Recurring | Level 1 | Municipal securities | ||
Marketable securities: | ||
Marketable securities | 0 | 0 |
Recurring | Level 1 | Sovereign securities | ||
Marketable securities: | ||
Marketable securities | 0 | 0 |
Recurring | Level 1 | U.S. Government agency securities | ||
Marketable securities: | ||
Marketable securities | 87,522 | 91,116 |
Recurring | Level 1 | Equity securities | ||
Marketable securities: | ||
Marketable securities | 19,324 | 11,035 |
Recurring | Level 2 | ||
Marketable securities: | ||
Total cash equivalents and marketable securities | 557,780 | 565,635 |
Other current assets: | ||
Derivative assets | 19,474 | 40,311 |
Other non-current assets: | ||
Executive Deferred Savings Plan | 46,443 | 47,260 |
Total financial assets | 623,697 | 653,206 |
Liabilities | ||
Derivative liabilities | (26,912) | (34,315) |
Deferred payments | 0 | |
Contingent consideration payable | 0 | 0 |
Total financial liabilities | (26,912) | (34,315) |
Recurring | Level 2 | Corporate debt securities | ||
Cash equivalents: | ||
Cash equivalents | 922 | |
Marketable securities: | ||
Marketable securities | 484,293 | 472,047 |
Recurring | Level 2 | Money market funds and other | ||
Cash equivalents: | ||
Cash equivalents | 0 | 0 |
Recurring | Level 2 | U.S. Treasury securities | ||
Cash equivalents: | ||
Cash equivalents | 22,485 | |
Marketable securities: | ||
Marketable securities | 29,690 | 3,467 |
Recurring | Level 2 | Municipal securities | ||
Marketable securities: | ||
Marketable securities | 37,793 | 60,724 |
Recurring | Level 2 | Sovereign securities | ||
Marketable securities: | ||
Marketable securities | 6,004 | 5,990 |
Recurring | Level 2 | U.S. Government agency securities | ||
Marketable securities: | ||
Marketable securities | 0 | 0 |
Recurring | Level 2 | Equity securities | ||
Marketable securities: | ||
Marketable securities | 0 | 0 |
Recurring | Level 3 | ||
Marketable securities: | ||
Total cash equivalents and marketable securities | 0 | 0 |
Other current assets: | ||
Derivative assets | 0 | 0 |
Other non-current assets: | ||
Executive Deferred Savings Plan | 0 | 0 |
Total financial assets | 0 | 0 |
Liabilities | ||
Derivative liabilities | 0 | 0 |
Deferred payments | (2,350) | |
Contingent consideration payable | (21,900) | (23,674) |
Total financial liabilities | (21,900) | (26,024) |
Recurring | Level 3 | Corporate debt securities | ||
Cash equivalents: | ||
Cash equivalents | 0 | |
Marketable securities: | ||
Marketable securities | 0 | 0 |
Recurring | Level 3 | Money market funds and other | ||
Cash equivalents: | ||
Cash equivalents | 0 | 0 |
Recurring | Level 3 | U.S. Treasury securities | ||
Cash equivalents: | ||
Cash equivalents | 0 | |
Marketable securities: | ||
Marketable securities | 0 | 0 |
Recurring | Level 3 | Municipal securities | ||
Marketable securities: | ||
Marketable securities | 0 | 0 |
Recurring | Level 3 | Sovereign securities | ||
Marketable securities: | ||
Marketable securities | 0 | 0 |
Recurring | Level 3 | U.S. Government agency securities | ||
Marketable securities: | ||
Marketable securities | 0 | 0 |
Recurring | Level 3 | Equity securities | ||
Marketable securities: | ||
Marketable securities | $ 0 | $ 0 |
FINANCIAL STATEMENT COMPONENT_2
FINANCIAL STATEMENT COMPONENTS - Balance Sheet Components (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Accounts receivable, net: | |||||
Accounts receivable, gross | $ 2,317,402 | $ 2,317,402 | $ 1,832,508 | ||
Allowance for credit losses | (34,477) | (34,477) | (20,631) | ||
Accounts receivable, net | 2,282,925 | 2,282,925 | 1,811,877 | ||
Inventories: | |||||
Customer service parts | 453,124 | 453,124 | 402,121 | ||
Raw materials | 1,418,136 | 1,418,136 | 1,042,916 | ||
Work-in-process | 477,588 | 477,588 | 451,782 | ||
Finished goods | 186,527 | 186,527 | 250,070 | ||
Inventories | 2,535,375 | 2,535,375 | 2,146,889 | ||
Other current assets: | |||||
Prepaid expenses | 130,624 | 130,624 | 108,942 | ||
Contract assets | 119,734 | 119,734 | 114,747 | ||
Deferred costs of revenues | 112,026 | 112,026 | 124,487 | ||
Prepaid income and other taxes | 32,555 | 32,555 | 89,713 | ||
Other current assets | 52,993 | 52,993 | 64,248 | ||
Other current assets, total | 447,932 | 447,932 | 502,137 | ||
Land, property and equipment, net: | |||||
Land | 72,285 | 72,285 | 67,846 | ||
Buildings and leasehold improvements | 774,698 | 774,698 | 712,751 | ||
Machinery and equipment | 944,703 | 944,703 | 819,191 | ||
Office furniture and fixtures | 53,429 | 53,429 | 44,957 | ||
Construction-in-process | 159,551 | 159,551 | 110,079 | ||
Land, property and equipment, gross | 2,004,666 | 2,004,666 | 1,754,824 | ||
Less: accumulated depreciation | (1,039,853) | (1,039,853) | (904,895) | ||
Land, property and equipment, net | 964,813 | 964,813 | 849,929 | ||
Other non-current assets: | |||||
Executive Deferred Savings Plan | 223,235 | 223,235 | 224,188 | ||
Operating lease right of use assets | 131,920 | 131,920 | 126,444 | ||
Other non-current assets | 167,578 | 167,578 | 133,980 | ||
Other non-current assets, total | 522,733 | 522,733 | 484,612 | ||
Other current liabilities: | |||||
Customer credits and advances | 628,522 | 628,522 | 515,118 | ||
Compensation and benefits | 501,894 | 501,894 | 351,924 | ||
Other accrued expenses | 322,187 | 322,187 | 253,265 | ||
Executive Deferred Savings Plan | 225,254 | 225,254 | 225,867 | ||
Income taxes payable | 225,011 | 225,011 | 126,964 | ||
Interest payable | 109,524 | 109,524 | 39,683 | ||
Operating lease liabilities | $ 31,591 | $ 31,591 | $ 32,218 | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities, total | Other current liabilities, total | Other current liabilities, total | ||
Other current liabilities, total | $ 2,043,983 | $ 2,043,983 | $ 1,545,039 | ||
Other non-current liabilities: | |||||
Income taxes payable | 309,293 | 309,293 | 367,052 | ||
Customer credits and advances | 216,000 | 216,000 | 204,914 | ||
Operating lease liabilities | 81,020 | 81,020 | 81,369 | ||
Pension liabilities | 76,542 | 76,542 | 78,525 | ||
Other non-current liabilities | $ 124,599 | $ 124,599 | $ 150,782 | ||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other non-current liabilities, total | Other non-current liabilities, total | Other non-current liabilities, total | ||
Other non-current liabilities, total | $ 807,454 | $ 807,454 | $ 882,642 | ||
SG&A | |||||
Other non-current liabilities: | |||||
Expense associated with changes in the EDSP liability | 11,900 | $ 12,000 | 1,600 | $ 11,000 | |
Gain on deferred compensation plan assets | $ 11,900 | $ 11,800 | $ 1,600 | $ 10,700 |
FINANCIAL STATEMENT COMPONENT_3
FINANCIAL STATEMENT COMPONENTS - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 1,401,351 | |
Ending balance | $ 2,603,260 | |
Currency Translation Adjustments | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (43,886) | |
Ending balance | (55,857) | |
Unrealized Gains (Losses) on Available-for-Sale Securities | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (15,486) | |
Ending balance | (16,955) | |
Unrealized Gains (Losses) on Derivatives | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 56,836 | |
Ending balance | 48,170 | |
Unrealized Gains (Losses) on Defined Benefit Plans | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (24,935) | |
Ending balance | (24,460) | |
Accumulated Other Comprehensive Income (Loss) | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ (27,471) | |
Ending balance | $ (49,102) |
FINANCIAL STATEMENT COMPONENT_4
FINANCIAL STATEMENT COMPONENTS - Effects on Net Income (Loss) of Amounts Reclassified from AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) | ||||||
Revenues | $ 2,983,887 | $ 2,352,630 | $ 5,708,311 | $ 4,436,468 | ||
Costs of revenues and operating expenses | (1,784,708) | (1,386,672) | (3,398,429) | (2,651,710) | ||
Interest expense | (74,280) | (37,852) | (148,675) | (76,164) | ||
Net gains reclassified from AOCI | 978,795 | $ 1,025,991 | 717,444 | $ 1,068,417 | 2,004,786 | 1,785,861 |
Other expense (income), net | (18,074) | 1,201 | (65,080) | 15,341 | ||
Unrealized Gains (Losses) on Defined Benefit Plans | ||||||
Accumulated Other Comprehensive Income (Loss) | ||||||
Reclassification adjustment from AOCI, net of tax | 400 | 400 | 800 | 700 | ||
Reclassification out of accumulated other comprehensive income | Unrealized gains (losses) on cash flow hedges from foreign exchange and interest rate contracts | ||||||
Accumulated Other Comprehensive Income (Loss) | ||||||
Revenues | 15,928 | 1,539 | 30,533 | 3,268 | ||
Costs of revenues and operating expenses | (3,904) | (348) | (9,271) | (580) | ||
Interest expense | 937 | (279) | 1,874 | (558) | ||
Net gains reclassified from AOCI | 12,961 | 912 | 23,136 | 2,130 | ||
Reclassification out of accumulated other comprehensive income | Unrealized gains (losses) on available-for-sale securities | ||||||
Accumulated Other Comprehensive Income (Loss) | ||||||
Other expense (income), net | $ (407) | $ (3) | $ (581) | $ (2) |
MARKETABLE SECURITIES - Amortiz
MARKETABLE SECURITIES - Amortized Cost and Fair Value (Details) $ in Thousands | Dec. 31, 2022 USD ($) investment | Jun. 30, 2022 USD ($) |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 1,300,362 | |
Available-for-sale securities, fair value | 1,294,873 | |
Money market funds and other | 839,867 | $ 948,027 |
Equity securities, amortized cost | 3,211 | 3,211 |
Equity securities, gross unrealized gains | 16,113 | 7,824 |
Equity securities, gross unrealized losses | 0 | 0 |
Equity securities, fair value | 19,324 | 11,035 |
Subtotal, amortized cost | 1,920,695 | 1,972,277 |
Subtotal, gross unrealized gains | 16,297 | 7,873 |
Subtotal, gross unrealized losses | (21,786) | (19,778) |
Subtotal, fair value | 1,915,206 | 1,960,372 |
Add: Time deposits | 341,003 | 274,873 |
Cash equivalents, amortized cost | 961,336 | 1,112,146 |
Cash equivalents, gross unrealized gains | 0 | 0 |
Cash equivalents, gross unrealized losses | 0 | (1) |
Cash equivalents, fair value | 961,336 | 1,112,145 |
Marketable securities, amortized cost | 1,300,362 | 1,135,004 |
Marketable securities, gross unrealized gains | 16,297 | 7,873 |
Marketable securities, gross unrealized losses | (21,786) | (19,777) |
Marketable securities, fair value | $ 1,294,873 | 1,123,100 |
Number of investments in an unrealized loss position | investment | 509 | |
Corporate debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 492,548 | 481,881 |
Available-for-sale securities, gross unrealized gains | 133 | 3 |
Available-for-sale securities, gross unrealized losses | (8,388) | (8,915) |
Available-for-sale securities, fair value | 484,293 | 472,969 |
Municipal securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 38,909 | 61,973 |
Available-for-sale securities, gross unrealized gains | 0 | 0 |
Available-for-sale securities, gross unrealized losses | (1,116) | (1,249) |
Available-for-sale securities, fair value | 37,793 | 60,724 |
Sovereign securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 6,034 | 6,041 |
Available-for-sale securities, gross unrealized gains | 0 | 2 |
Available-for-sale securities, gross unrealized losses | (30) | (53) |
Available-for-sale securities, fair value | 6,004 | 5,990 |
U.S. Government agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 88,752 | 92,273 |
Available-for-sale securities, gross unrealized gains | 8 | 26 |
Available-for-sale securities, gross unrealized losses | (1,238) | (1,183) |
Available-for-sale securities, fair value | 87,522 | 91,116 |
U.S. Treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 451,374 | 378,871 |
Available-for-sale securities, gross unrealized gains | 43 | 18 |
Available-for-sale securities, gross unrealized losses | (11,014) | (8,378) |
Available-for-sale securities, fair value | $ 440,403 | $ 370,511 |
Corporate and Government securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Investment portfolio, maximum maturity term | 3 years |
MARKETABLE SECURITIES - Continu
MARKETABLE SECURITIES - Continuous Unrealized Loss Position (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jun. 30, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Less than 12 Months, Fair Value | $ 481,491 | |
Less than 12 Months, Gross Unrealized Losses | (9,202) | |
12 Months or Greater, Fair Value | 482,329 | |
12 Months or Greater, Gross Unrealized Losses | (12,584) | |
Fair Value | 963,820 | $ 917,488 |
Gross Unrealized Losses | (21,786) | (19,778) |
Corporate debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Less than 12 Months, Fair Value | 226,806 | |
Less than 12 Months, Gross Unrealized Losses | (3,852) | |
12 Months or Greater, Fair Value | 216,074 | |
12 Months or Greater, Gross Unrealized Losses | (4,536) | |
Fair Value | 442,880 | 458,699 |
Gross Unrealized Losses | (8,388) | (8,915) |
Municipal securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Less than 12 Months, Fair Value | 6,879 | |
Less than 12 Months, Gross Unrealized Losses | (183) | |
12 Months or Greater, Fair Value | 30,914 | |
12 Months or Greater, Gross Unrealized Losses | (933) | |
Fair Value | 37,793 | 58,722 |
Gross Unrealized Losses | (1,116) | (1,249) |
Sovereign securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Less than 12 Months, Fair Value | 1,006 | |
Less than 12 Months, Gross Unrealized Losses | (3) | |
12 Months or Greater, Fair Value | 1,974 | |
12 Months or Greater, Gross Unrealized Losses | (27) | |
Fair Value | 2,980 | 2,963 |
Gross Unrealized Losses | (30) | (53) |
U.S. Government agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Less than 12 Months, Fair Value | 30,398 | |
Less than 12 Months, Gross Unrealized Losses | (140) | |
12 Months or Greater, Fair Value | 36,268 | |
12 Months or Greater, Gross Unrealized Losses | (1,098) | |
Fair Value | 66,666 | 60,285 |
Gross Unrealized Losses | (1,238) | (1,183) |
U.S. Treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Less than 12 Months, Fair Value | 216,402 | |
Less than 12 Months, Gross Unrealized Losses | (5,024) | |
12 Months or Greater, Fair Value | 197,099 | |
12 Months or Greater, Gross Unrealized Losses | (5,990) | |
Fair Value | 413,501 | 336,819 |
Gross Unrealized Losses | $ (11,014) | $ (8,378) |
MARKETABLE SECURITIES - Contrac
MARKETABLE SECURITIES - Contractual Maturities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Amortized Cost | |
Due within one year | $ 810,100 |
Due after one year through three years | 490,262 |
Amortized Cost | 1,300,362 |
Fair Value | |
Due within one year | 816,047 |
Due after one year through three years | 478,826 |
Fair Value | $ 1,294,873 |
BUSINESS COMBINATIONS AND DIS_2
BUSINESS COMBINATIONS AND DISPOSITIONS - Business Combinations (Details) - USD ($) $ in Thousands | 6 Months Ended | |||||
Aug. 09, 2022 | May 01, 2022 | Feb. 28, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Business Acquisition | ||||||
Total purchase consideration, paid in cash | $ 27,144 | $ 37,986 | ||||
Goodwill | 2,278,809 | $ 2,320,049 | ||||
Contingent consideration | 21,900 | |||||
Contingent consideration liability, current | 18,000 | |||||
Contingent consideration liability, non-current | $ 3,900 | |||||
August 9, 2022 Acquisition | ||||||
Business Acquisition | ||||||
Total purchase consideration, paid in cash | $ 32,700 | |||||
Identifiable intangible assets acquired | 30,000 | |||||
Net tangible assets acquired | 2,300 | |||||
Deferred tax liabilities assumed | 6,500 | |||||
Goodwill | $ 6,800 | |||||
May 1, 2022 Acquisition | ||||||
Business Acquisition | ||||||
Total purchase consideration, paid in cash | $ 8,600 | |||||
ECI Technology, Inc | ||||||
Business Acquisition | ||||||
Total purchase consideration, paid in cash | $ 431,500 | |||||
Identifiable intangible assets acquired | 208,400 | |||||
Deferred tax liabilities assumed | 40,500 | |||||
Goodwill | $ 266,400 | |||||
Percentage of outstanding shares acquired | 100% | |||||
Net tangible liabilities assumed | $ 2,900 |
BUSINESS COMBINATIONS AND DIS_3
BUSINESS COMBINATIONS AND DISPOSITIONS - Business Dispositions (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Aug. 11, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Schedule of Equity Method Investments [Line Items] | ||||
Gain on sale of business | $ 29,687 | $ 0 | ||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Orbograph | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Consideration from sale of business | $ 110,000 | |||
Net cash proceeds from disposition | 75,400 | |||
Gain on sale of business | 29,700 | |||
Tangible assets disposed | 26,500 | |||
Liabilities disposed | 30,500 | |||
Goodwill and intangible assets disposed | $ 61,200 | |||
Orbograph | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Non-controlling interest, ownership | 94% |
GOODWILL AND PURCHASED INTANG_3
GOODWILL AND PURCHASED INTANGIBLE ASSETS - Additional Information (Details) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2022 USD ($) segment | Jun. 30, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Number of reportable segments | segment | 3 | |
Number of operating segments | segment | 5 | |
Goodwill impairment | $ | $ 0 | |
Impairment of intangible assets, purchased | $ | $ 0 |
GOODWILL AND PURCHASED INTANG_4
GOODWILL AND PURCHASED INTANGIBLE ASSETS - Schedule of Goodwill (Details) $ in Thousands | 6 Months Ended |
Dec. 31, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 2,320,049 |
Acquired goodwill | 6,776 |
Goodwill disposal from sale of business | (42,622) |
Goodwill adjustments | (5,337) |
Foreign currency adjustments | (57) |
Ending balance | 2,278,809 |
Wafer Inspection and Patterning | |
Goodwill [Roll Forward] | |
Beginning balance | 725,737 |
Acquired goodwill | 6,776 |
Goodwill disposal from sale of business | 0 |
Goodwill adjustments | (5,337) |
Foreign currency adjustments | (57) |
Ending balance | 727,119 |
Global Service and Support (“GSS”) | |
Goodwill [Roll Forward] | |
Beginning balance | 25,908 |
Acquired goodwill | 0 |
Goodwill disposal from sale of business | 0 |
Goodwill adjustments | 0 |
Foreign currency adjustments | 0 |
Ending balance | 25,908 |
Specialty Semiconductor Process | |
Goodwill [Roll Forward] | |
Beginning balance | 681,858 |
Acquired goodwill | 0 |
Goodwill disposal from sale of business | 0 |
Goodwill adjustments | 0 |
Foreign currency adjustments | 0 |
Ending balance | 681,858 |
Printed Circuit Board (“PCB”) and Display | |
Goodwill [Roll Forward] | |
Beginning balance | 872,971 |
Acquired goodwill | 0 |
Goodwill disposal from sale of business | (42,622) |
Goodwill adjustments | 0 |
Foreign currency adjustments | 0 |
Ending balance | 830,349 |
Component Inspection | |
Goodwill [Roll Forward] | |
Beginning balance | 13,575 |
Acquired goodwill | 0 |
Goodwill disposal from sale of business | 0 |
Goodwill adjustments | 0 |
Foreign currency adjustments | 0 |
Ending balance | $ 13,575 |
GOODWILL AND PURCHASED INTANG_5
GOODWILL AND PURCHASED INTANGIBLE ASSETS - Purchased Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Dec. 31, 2022 | Aug. 11, 2022 | Jun. 30, 2022 | |
Purchased Intangible Assets | |||
Intangible assets subject to amortization, gross | $ 2,097,812 | $ 2,099,177 | |
Intangible assets, gross | 2,159,134 | 2,163,634 | |
Intangible assets subject to amortization, accumulated amortization and impairment | 1,078,077 | 963,158 | |
Accumulated Amortization and Impairment | 1,094,043 | 969,220 | |
Total | 1,019,735 | 1,136,019 | |
Purchased intangible assets, net | 1,065,091 | 1,194,414 | |
Orbograph | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||
Purchased Intangible Assets | |||
Intangible assets subject to amortization, gross | $ 34,500 | ||
Intangible assets subject to amortization, accumulated amortization and impairment | 15,900 | ||
Total | $ 18,600 | ||
In-process research and development | |||
Purchased Intangible Assets | |||
Indefinite-lived intangible assets, gross | 61,322 | 64,457 | |
Indefinite-lived intangible assets, other accumulated adjustments | 15,966 | 6,062 | |
Indefinite-lived intangible assets, net | 45,356 | 58,395 | |
Existing technology | |||
Purchased Intangible Assets | |||
Intangible assets subject to amortization, gross | 1,536,826 | 1,523,691 | |
Intangible assets subject to amortization, accumulated amortization and impairment | 750,923 | 668,175 | |
Total | 785,903 | 855,516 | |
Customer relationships | |||
Purchased Intangible Assets | |||
Intangible assets subject to amortization, gross | 358,567 | 366,567 | |
Intangible assets subject to amortization, accumulated amortization and impairment | 185,462 | 167,819 | |
Total | 173,105 | 198,748 | |
Trade name / Trademark | |||
Purchased Intangible Assets | |||
Intangible assets subject to amortization, gross | 116,583 | 121,083 | |
Intangible assets subject to amortization, accumulated amortization and impairment | 71,281 | 68,194 | |
Total | 45,302 | 52,889 | |
Order backlog and other | |||
Purchased Intangible Assets | |||
Intangible assets subject to amortization, gross | 85,836 | 87,836 | |
Intangible assets subject to amortization, accumulated amortization and impairment | 70,411 | 58,970 | |
Total | $ 15,425 | $ 28,866 | |
Minimum | Existing technology | |||
Purchased Intangible Assets | |||
Range of Useful Lives (in years) | 4 years | ||
Minimum | Customer relationships | |||
Purchased Intangible Assets | |||
Range of Useful Lives (in years) | 4 years | ||
Minimum | Trade name / Trademark | |||
Purchased Intangible Assets | |||
Range of Useful Lives (in years) | 4 years | ||
Minimum | Order backlog and other | |||
Purchased Intangible Assets | |||
Range of Useful Lives (in years) | 1 year | ||
Maximum | Existing technology | |||
Purchased Intangible Assets | |||
Range of Useful Lives (in years) | 8 years | ||
Maximum | Customer relationships | |||
Purchased Intangible Assets | |||
Range of Useful Lives (in years) | 9 years | ||
Maximum | Trade name / Trademark | |||
Purchased Intangible Assets | |||
Range of Useful Lives (in years) | 7 years | ||
Maximum | Order backlog and other | |||
Purchased Intangible Assets | |||
Range of Useful Lives (in years) | 9 years |
GOODWILL AND PURCHASED INTANG_6
GOODWILL AND PURCHASED INTANGIBLE ASSETS - Amortization Expense for Purchased Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Purchased Intangible Assets | ||||
Amortization of intangible assets | $ 65,605 | $ 53,544 | $ 130,830 | $ 107,088 |
Amortization expense - Costs of revenues | ||||
Purchased Intangible Assets | ||||
Amortization of intangible assets | 45,446 | 41,124 | 90,512 | 82,248 |
Amortization expense - SG&A | ||||
Purchased Intangible Assets | ||||
Amortization of intangible assets | 20,128 | 12,389 | 40,256 | 24,778 |
Amortization expense - Research and development | ||||
Purchased Intangible Assets | ||||
Amortization of intangible assets | $ 31 | $ 31 | $ 62 | $ 62 |
GOODWILL AND PURCHASED INTANG_7
GOODWILL AND PURCHASED INTANGIBLE ASSETS - Future Estimated Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jun. 30, 2022 |
Remaing Estimated Amortization Expense | ||
2023 (remaining six months) | $ 129,787 | |
2024 | 238,575 | |
2025 | 222,123 | |
2026 | 206,211 | |
2027 | 129,630 | |
2028 and thereafter | 93,409 | |
Total | $ 1,019,735 | $ 1,136,019 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jun. 30, 2022 |
Debt Instrument | ||
Total | $ 6,175,000 | $ 6,725,000 |
Unamortized discount/premium, net | (18,429) | (19,304) |
Unamortized debt issuance costs | (42,826) | (44,978) |
Total | 6,113,745 | 6,660,718 |
Long-term debt | 6,113,745 | 6,660,718 |
Line of credit | Revolving Credit Facility | ||
Debt Instrument | ||
Debt outstanding | $ 225,000 | $ 275,000 |
Effective interest rate | 5.423% | 2.258% |
Fixed-rate 4.650% Senior Notes due on November 1, 2024 | Senior notes | ||
Debt Instrument | ||
Stated interest rate | 4.65% | |
Debt outstanding | $ 750,000 | $ 1,250,000 |
Effective interest rate | 4.682% | 4.682% |
Fixed-rate 5.650% Senior Notes due on November 1, 2034 | Senior notes | ||
Debt Instrument | ||
Stated interest rate | 5.65% | |
Debt outstanding | $ 250,000 | $ 250,000 |
Effective interest rate | 5.67% | 5.67% |
Fixed-rate 4.100% Senior Notes due on March 15, 2029 | Senior notes | ||
Debt Instrument | ||
Stated interest rate | 4.10% | |
Debt outstanding | $ 800,000 | $ 800,000 |
Effective interest rate | 4.159% | 4.159% |
Fixed-rate 5.000% Senior Notes due on March 15, 2049 | Senior notes | ||
Debt Instrument | ||
Stated interest rate | 5% | |
Debt outstanding | $ 400,000 | $ 400,000 |
Effective interest rate | 5.047% | 5.047% |
Fixed-rate 3.300% Senior Notes due on March 1, 2050 | Senior notes | ||
Debt Instrument | ||
Stated interest rate | 3.30% | |
Debt outstanding | $ 750,000 | $ 750,000 |
Effective interest rate | 3.302% | 3.302% |
Fixed-rate 4.650% Senior Notes due on July 15, 2032 | Senior notes | ||
Debt Instrument | ||
Stated interest rate | 4.65% | 4.65% |
Debt outstanding | $ 1,000,000 | $ 1,000,000 |
Effective interest rate | 4.657% | 4.657% |
Fixed-rate 4.950% Senior Notes due on July 15, 2052 | Senior notes | ||
Debt Instrument | ||
Stated interest rate | 4.95% | 4.95% |
Debt outstanding | $ 1,200,000 | $ 1,200,000 |
Effective interest rate | 5.009% | 5.009% |
Fixed-rate 5.250% Senior Notes due on July 15, 2062 | Senior notes | ||
Debt Instrument | ||
Stated interest rate | 5.25% | 5.25% |
Debt outstanding | $ 800,000 | $ 800,000 |
Effective interest rate | 5.259% | 5.259% |
DEBT - Senior Notes and Debt Re
DEBT - Senior Notes and Debt Redemption (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2022 | Jun. 30, 2022 | Feb. 29, 2020 | Mar. 31, 2019 | Nov. 30, 2014 | |
Debt Instrument | ||||||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ 13,286,000 | $ 0 | ||||||
Senior notes | ||||||||||
Debt Instrument | ||||||||||
Redemption price | 101% | |||||||||
Fair value disclosure | $ 5,580,000,000 | $ 5,580,000,000 | $ 6,390,000,000 | |||||||
Senior notes | 2022 Senior Notes | ||||||||||
Debt Instrument | ||||||||||
Debt face amount | 3,000,000,000 | |||||||||
Senior notes | Fixed-rate 4.650% Senior Notes due on July 15, 2032 | ||||||||||
Debt Instrument | ||||||||||
Debt face amount | $ 1,000,000,000 | |||||||||
Stated interest rate | 4.65% | 4.65% | 4.65% | |||||||
Senior notes | Fixed-rate 4.950% Senior Notes due on July 15, 2052 | ||||||||||
Debt Instrument | ||||||||||
Debt face amount | $ 1,200,000,000 | |||||||||
Stated interest rate | 4.95% | 4.95% | 4.95% | |||||||
Senior notes | Fixed-rate 5.250% Senior Notes due on July 15, 2062 | ||||||||||
Debt Instrument | ||||||||||
Debt face amount | $ 800,000,000 | |||||||||
Stated interest rate | 5.25% | 5.25% | 5.25% | |||||||
Senior notes | 2024 Senior Notes | ||||||||||
Debt Instrument | ||||||||||
Stated interest rate | 4.65% | 4.65% | ||||||||
Debt repurchase amount | $ 500,000,000 | |||||||||
Loss on extinguishment of debt | $ 13,300,000 | |||||||||
Senior notes | 2020 Senior Notes | ||||||||||
Debt Instrument | ||||||||||
Debt face amount | $ 750,000,000 | |||||||||
Senior notes | 2019 Senior Notes | ||||||||||
Debt Instrument | ||||||||||
Debt face amount | $ 1,200,000,000 | |||||||||
Senior notes | 2014 Senior Notes | ||||||||||
Debt Instrument | ||||||||||
Debt face amount | $ 2,500,000,000 |
DEBT - Revolving Credit Facilit
DEBT - Revolving Credit Facility (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 USD ($) extension | Nov. 30, 2017 | Jun. 30, 2022 USD ($) quarter | Dec. 31, 2022 USD ($) extension | Dec. 31, 2021 USD ($) | |
Debt Instrument | |||||
Proceeds from revolving credit facility | $ 300,000,000 | $ 300,000,000 | |||
Line of credit | Revolving credit facility | |||||
Debt Instrument | |||||
Maximum borrowing capacity | $ 1,500,000,000 | 1,500,000,000 | |||
Increase of borrowing capacity | 250,000,000 | 250,000,000 | |||
Proceeds from revolving credit facility | 300,000,000 | ||||
Repayments of lines of credit | 350,000,000 | ||||
Debt outstanding | $ 225,000,000 | $ 275,000,000 | $ 225,000,000 | ||
Debt number of extension | extension | 2 | 2 | |||
Extension period (in year) | 1 year | ||||
Commitment fee percentage (in bps) | 0.09% | ||||
Maximum leverage ratio | 3.50 | 3.50 | 3.50 | ||
Covenant compliance, number of consecutive quarters | quarter | 4 | ||||
Maximum leverage ratio under a material acquisition or series of material acquisitions | 4 | ||||
Line of credit | Revolving credit facility | Minimum | |||||
Debt Instrument | |||||
Commitment fee percentage (in bps) | 0.045% | ||||
Line of credit | Revolving credit facility | Maximum | |||||
Debt Instrument | |||||
Commitment fee percentage (in bps) | 0.125% | ||||
Line of credit | Revolving credit facility | SOFR | |||||
Debt Instrument | |||||
Basis spread on variable rate (in bps) | 1% | 0.10% | |||
Line of credit | Revolving credit facility | SOFR | Minimum | |||||
Debt Instrument | |||||
Basis spread on variable rate (in bps) | 0.75% | ||||
Line of credit | Revolving credit facility | SOFR | Maximum | |||||
Debt Instrument | |||||
Basis spread on variable rate (in bps) | 1.25% | ||||
Line of credit | Revolving credit facility | Alternative base rate | Minimum | |||||
Debt Instrument | |||||
Basis spread on variable rate (in bps) | 0% | ||||
Line of credit | Revolving credit facility | Alternative base rate | Maximum | |||||
Debt Instrument | |||||
Basis spread on variable rate (in bps) | 0.25% |
LEASES - Additional Information
LEASES - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Lessee, Lease, Description [Line Items] | |||||
Total lease expense | $ 9.6 | $ 9.1 | $ 19.1 | $ 18.3 | |
Operating leases, weighted average remaining lease term | 4 years 7 months 6 days | 4 years 7 months 6 days | 4 years 9 months 18 days | ||
Operating leases, weighted average discount rate | 2.46% | 2.46% | 2.18% | ||
Minimum | |||||
Lessee, Lease, Description [Line Items] | |||||
Remaining lease terms | 1 year | ||||
Maximum | |||||
Lessee, Lease, Description [Line Items] | |||||
Remaining lease terms | 15 years |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating cash outflows from operating leases | $ 19,363 | $ 19,050 |
Right of use assets obtained in exchange for new operating lease liabilities | $ 18,760 | $ 11,389 |
LEASES - Maturities of Lease Li
LEASES - Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Leases, After Adoption of 842 | |
2023 (remaining six months) | $ 18,598 |
2024 | 30,471 |
2025 | 23,729 |
2026 | 17,984 |
2027 | 13,366 |
2028 and thereafter | 15,733 |
Total lease payments | 119,881 |
Less imputed interest | (7,270) |
Total | $ 112,611 |
EQUITY, LONG-TERM INCENTIVE C_3
EQUITY, LONG-TERM INCENTIVE COMPENSATION PLANS AND NON-CONTROLLING INTEREST - Equity Incentive Program and Assumed Equity Plans (Details) - shares | Dec. 31, 2022 | Jun. 30, 2022 |
2004 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Number of shares available for grant (in shares) | 8,351,000 | 9,242,000 |
Assumed Equity Plans | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Number of shares available for grant (in shares) | 0 |
EQUITY, LONG-TERM INCENTIVE C_4
EQUITY, LONG-TERM INCENTIVE COMPENSATION PLANS AND NON-CONTROLLING INTEREST - Equity Incentive Plans General Information (Details) shares in Thousands | 6 Months Ended |
Dec. 31, 2022 shares | |
Restricted stock unit, Performance-based and Service-based | Senior Management | |
Total Shares Available for Grant under the Company's equity incentive plans: | |
Ending balance (in shares) | 600 |
Number of shares available for grant (in shares) | 600 |
2004 Plan | |
Total Shares Available for Grant under the Company's equity incentive plans: | |
Beginning balance (in shares) | 9,242 |
Restricted stock units granted (in shares) | (971) |
Restricted stock units canceled (in shares) | 80 |
Ending balance (in shares) | 8,351 |
Impact on share reserve multiplier | 2 |
Number of shares available for grant (in shares) | 8,351 |
2004 Plan | Restricted stock unit, Performance-based and Service-based | |
Total Shares Available for Grant under the Company's equity incentive plans: | |
Ending balance (in shares) | 300 |
Number of shares available for grant (in shares) | 300 |
EQUITY, LONG-TERM INCENTIVE C_5
EQUITY, LONG-TERM INCENTIVE COMPENSATION PLANS AND NON-CONTROLLING INTEREST - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Stock-based compensation expense | |||||
Stock-based compensation expense | $ 38,405 | $ 27,766 | $ 73,387 | $ 52,982 | |
Stock-based compensation capitalized as inventory | 11,700 | 11,700 | $ 8,600 | ||
Costs of revenues | |||||
Stock-based compensation expense | |||||
Stock-based compensation expense | 6,004 | 4,094 | 11,593 | 7,932 | |
R&D | |||||
Stock-based compensation expense | |||||
Stock-based compensation expense | 8,792 | 4,901 | 17,148 | 9,595 | |
SG&A | |||||
Stock-based compensation expense | |||||
Stock-based compensation expense | $ 23,609 | $ 18,771 | $ 44,646 | $ 35,455 |
EQUITY, LONG-TERM INCENTIVE C_6
EQUITY, LONG-TERM INCENTIVE COMPENSATION PLANS AND NON-CONTROLLING INTEREST - Restricted Stock Unit Activities (Details) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 $ / shares | Dec. 31, 2022 USD ($) Installment $ / shares shares | Dec. 31, 2021 $ / shares | Jun. 30, 2022 shares | |
Restricted stock units | |||||
Restricted Stock Units Activity, Weighted Average Grant Date Fair Value Rollforward | |||||
Granted (in dollars per share) | $ / shares | $ 312.42 | $ 393.67 | $ 389.71 | $ 356.39 | |
Unrecognized stock-based compensation balance | $ | $ 321.6 | $ 321.6 | |||
Estimated weighted-average amortization period | 1 year 6 months | ||||
Intrinsic value | $ | $ 634 | $ 634 | |||
Restricted stock unit, Service-based | Minimum | |||||
Restricted Stock Units Activity, Weighted Average Grant Date Fair Value Rollforward | |||||
Share-based vesting period | 2 years | ||||
Restricted stock unit, Service-based | Maximum | |||||
Restricted Stock Units Activity, Weighted Average Grant Date Fair Value Rollforward | |||||
Share-based vesting period | 4 years | ||||
Restricted Stock Unit, Market-based and Service-based | |||||
Restricted Stock Units Activity, Weighted Average Grant Date Fair Value Rollforward | |||||
Service and performance-based, number of equal vesting installments | Installment | 3 | ||||
Restricted Stock Unit, Market-based and Service-based | Minimum | |||||
Restricted Stock Units Activity, Weighted Average Grant Date Fair Value Rollforward | |||||
Share-based vesting period | 3 years | ||||
Restricted Stock Unit, Market-based and Service-based | Maximum | |||||
Restricted Stock Units Activity, Weighted Average Grant Date Fair Value Rollforward | |||||
Share-based vesting period | 4 years | ||||
2004 Plan | |||||
Restricted Stock Units Activity Rollforward | |||||
Granted (in shares) | 971 | ||||
Forfeited (in shares) | (80) | ||||
Restricted Stock Units Activity, Weighted Average Grant Date Fair Value Rollforward | |||||
Number of shares available for grant (in shares) | 8,351 | 8,351 | 9,242 | ||
2004 Plan | Restricted stock units | |||||
Restricted Stock Units Activity Rollforward | |||||
Outstanding restricted stock units, beginning (in shares) | 1,593 | ||||
Granted (in shares) | 485 | ||||
Vested and released (in shares) | (207) | ||||
Withheld for taxes (in shares) | (148) | ||||
Forfeited (in shares) | (41) | ||||
Outstanding restricted stock units, ending (in shares) | 1,682 | 1,682 | |||
Restricted Stock Units Activity, Weighted Average Grant Date Fair Value Rollforward | |||||
Outstanding restricted stock units, beginning (in dollars per share) | $ / shares | $ 218.03 | ||||
Granted (in dollars per share) | $ / shares | 389.71 | ||||
Vested and released (in dollars per share) | $ / shares | 162.71 | ||||
Withheld for taxes (in dollars per share) | $ / shares | 162.71 | ||||
Forfeited (in dollars per share) | $ / shares | 165.56 | ||||
Outstanding restricted stock units, ending (in dollars per share) | $ / shares | $ 280.49 | $ 280.49 | |||
2004 Plan | Restricted stock unit, Performance-based and Service-based | |||||
Restricted Stock Units Activity, Weighted Average Grant Date Fair Value Rollforward | |||||
Number of shares available for grant (in shares) | 300 | 300 |
EQUITY, LONG-TERM INCENTIVE C_7
EQUITY, LONG-TERM INCENTIVE COMPENSATION PLANS AND NON-CONTROLLING INTEREST - Weighted-Average Grant Date Fair Value (Details) - Restricted stock units - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Weighted-average grant date fair value per unit (in dollars per share) | $ 312.42 | $ 393.67 | $ 389.71 | $ 356.39 |
Grant date fair value of vested RSUs | $ 8,029 | $ 10,563 | $ 57,935 | $ 47,303 |
Tax benefits realized by us in connection with vested and released RSUs | $ 2,308 | $ 4,913 | $ 12,851 | $ 13,921 |
EQUITY, LONG-TERM INCENTIVE C_8
EQUITY, LONG-TERM INCENTIVE COMPENSATION PLANS AND NON-CONTROLLING INTEREST - Cash-Based Long-Term Incentive Compensation (Details) - Cash LTI Plan $ in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) Installment | Dec. 31, 2021 USD ($) | |
Cash Long-Term Incentive Plan | ||||
Cash-based long-term incentive plan, authorized amount | $ 0.1 | $ 12.9 | ||
Cash long-term incentive plan, compensation expense | $ 19.4 | $ 22.2 | 38.9 | $ 44 |
Cash long-term incentive plan, unrecognized compensation balance | $ 131 | $ 131 | ||
Minimum | ||||
Cash Long-Term Incentive Plan | ||||
Cash long-term incentive plan, equal vesting installments | Installment | 3 | |||
Cash long-term incentive plan, percentage of equal vesting installments | 33.33% | |||
Cash long-term incentive plan, vesting period | 3 years | |||
Maximum | ||||
Cash Long-Term Incentive Plan | ||||
Cash long-term incentive plan, equal vesting installments | Installment | 4 | |||
Cash long-term incentive plan, percentage of equal vesting installments | 25% | |||
Cash long-term incentive plan, vesting period | 4 years |
EQUITY, LONG-TERM INCENTIVE C_9
EQUITY, LONG-TERM INCENTIVE COMPENSATION PLANS AND NON-CONTROLLING INTEREST - Employee Stock Purchase Plan (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
ESPP, offering period | 6 months | |||
Employee Stock Purchase Plan Additional Information | ||||
ESPP maximum annual share replenishment (in shares) | 2,000 | 2,000 | ||
Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
ESPP maximum employee subscription rate | 15% | 15% | ||
ESPP, discount from market price, lesser of commencement of offering period or purchase date | 85% | |||
ESPP, Fair Value Assumptions and Methodology | ||||
Expected stock price volatility | 41.60% | 34.90% | 41.60% | 34.90% |
Risk-free interest rate | 1.10% | 0.10% | 1.10% | 0.10% |
Dividend yield | 1.80% | 1.40% | 1.80% | 1.40% |
Expected life (in years) | 6 months | 6 months | 6 months | 6 months |
Employee Stock Purchase Plan Additional Information | ||||
Total cash received from employees for the issuance of shares under the ESPP | $ 33,793 | $ 36,912 | $ 33,793 | $ 36,912 |
Number of shares purchased by employees through the ESPP (in shares) | 134 | 139 | 134 | 139 |
Tax benefits realized by us in connection with the disqualifying dispositions of shares purchased under the ESPP | $ 362 | $ 231 | $ 924 | $ 1,198 |
Weighted-average fair value per share based on Black-Scholes model (in dollars per share) | $ 73.31 | $ 71.82 | $ 73.31 | $ 71.82 |
Number of shares available for grant (in shares) | 2,100 | 2,100 |
EQUITY, LONG-TERM INCENTIVE _10
EQUITY, LONG-TERM INCENTIVE COMPENSATION PLANS AND NON-CONTROLLING INTEREST - Quarterly Cash Dividends (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Dec. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Dividends Payable | ||||||
Cash dividends paid per share (in dollars per share) | $ 1.30 | |||||
Restricted stock unit, Performance-based and Service-based | ||||||
Dividends Payable | ||||||
Dividends payable | $ 11.2 | $ 11.2 | $ 11.2 | |||
Additional paid-in capital | ||||||
Dividends Payable | ||||||
Payment of dividends | $ 184.2 | $ 159.1 | $ 372.2 | $ 322 |
EQUITY, LONG-TERM INCENTIVE _11
EQUITY, LONG-TERM INCENTIVE COMPENSATION PLANS AND NON-CONTROLLING INTEREST - Non-Controlling Interest (Details) | Jun. 30, 2022 |
Orbograph | |
Noncontrolling Interest [Line Items] | |
Non-controlling interest, ownership | 94% |
STOCK REPURCHASE PROGRAM - Addi
STOCK REPURCHASE PROGRAM - Additional Information (Details) $ / shares in Units, shares in Millions | 3 Months Ended | |||
Jun. 23, 2022 USD ($) financialInstitution | Dec. 31, 2022 USD ($) $ / shares | Jun. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | |
Equity [Abstract] | ||||
Increase of stock repurchase program authorized amount | $ 6,000,000,000 | $ 2,000,000,000 | ||
ASR agreement, number of financial institutions | financialInstitution | 2 | |||
ASR agreement, upfront payment | $ 3,000,000,000 | |||
ASR agreement, number of shares received (in shares) | shares | 6.5 | |||
ASR agreement, percentage of prepayment amount at market price | 70% | |||
ASR agreement, adjustment | $ 900,000,000 | |||
ASR agreement, final settlement received | $ 2,400,000 | |||
ASR agreement, average price per share | $ / shares | $ 333.88 | |||
Remaining shares authorized to be repurchased, amount | $ 2,770,000,000 |
STOCK REPURCHASE PROGRAM - Summ
STOCK REPURCHASE PROGRAM - Summary of Share Repurchase Transactions (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity, Class of Treasury Stock | ||||||
Total cost of repurchases | $ 370,982 | $ 89,616 | $ 429,874 | $ 399,677 | $ 460,598 | $ 829,551 |
Common Stock and Capital in Excess of Par Value, Shares | ||||||
Equity, Class of Treasury Stock | ||||||
Number of shares of common stock repurchased (in shares) | 3,429 | 257 | 1,104 | 1,190 | 3,686 | 2,294 |
NET INCOME PER SHARE (Details)
NET INCOME PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||||||
Net income attributable to KLA | $ 978,795 | $ 1,025,991 | $ 717,444 | $ 1,068,417 | $ 2,004,786 | $ 1,785,861 |
Denominator: | ||||||
Weighted-average shares - basic, excluding unvested RSU's (in shares) | 141,299 | 151,251 | 141,564 | 151,791 | ||
Effect of dilutive RSUs and options (in shares) | 667 | 1,080 | 704 | 1,095 | ||
Weighted-average shares - diluted (in shares) | 141,966 | 152,331 | 142,268 | 152,886 | ||
Basic net income per share attributable to KLA (in dollars per share) | $ 6.93 | $ 4.74 | $ 14.16 | $ 11.77 | ||
Diluted net income per share attributable to KLA (in dollars per share) | $ 6.89 | $ 4.71 | $ 14.09 | $ 11.68 | ||
Anti-dilutive securities excluded from the computation of diluted net income per share (in shares) | 331 | 0 | 271 | 5 |
INCOME TAXES - Details of Incom
INCOME TAXES - Details of Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income before income taxes | $ 1,142,973 | $ 926,905 | $ 2,213,001 | $ 1,693,253 |
Provision (benefit) for income taxes | $ 164,178 | $ 209,388 | $ 208,141 | $ (92,749) |
Effective tax rate | 14.40% | 22.60% | 9.40% | (5.50%) |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - Foreign Tax Authority - ITA - Orbotech $ in Millions | 1 Months Ended |
Aug. 31, 2022 USD ($) | |
Income Tax Examination | |
Income tax examination, settlement payment including interest | $ 25.7 |
Income tax examination, refund adjustment from settlement | 5.7 |
Income tax examination, current year election payment amount | $ 16.2 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) Installment | Dec. 31, 2021 USD ($) | |
Receivables Sold Under Factoring Agreements and Proceeds from Sales of LC | ||||
Receivables sold under factoring agreements | $ 77,212 | $ 79,918 | $ 181,459 | $ 147,036 |
Proceeds from sales of LC | 44,596 | $ 19,493 | 69,247 | $ 41,166 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits | ||||
Purchase commitments | 3,200,000 | $ 3,200,000 | ||
Purchase commitment, period | 12 months | |||
Cash-based long-term incentive plan, committed amount | 186,700 | $ 186,700 | ||
Guarantee arrangements to fund customs guarantees for VAT and other operating requirements | 83,400 | 83,400 | ||
Outstanding guarantee arrangements to fund customs authorities for VAT and other operating requirements | $ 52,300 | $ 52,300 | ||
Minimum | Cash LTI Plan | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits | ||||
Cash long-term incentive plan, equal vesting installments | Installment | 3 | |||
Cash long-term incentive plan, percentage of equal vesting installments | 33.33% | |||
Cash long-term incentive plan, vesting period | 3 years | |||
Maximum | Cash LTI Plan | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits | ||||
Cash long-term incentive plan, equal vesting installments | Installment | 4 | |||
Cash long-term incentive plan, percentage of equal vesting installments | 25% | |||
Cash long-term incentive plan, vesting period | 4 years |
DERIVATIVE INSTRUMENTS AND HE_3
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 USD ($) derivativeInstrument | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) derivativeInstrument | Dec. 31, 2021 USD ($) | |
Derivative | ||||
Reclassification adjustments increased interest expense on a net basis | $ 12,961 | $ 912 | $ 23,136 | $ 2,130 |
Treasury lock | ||||
Derivative | ||||
Number of derivative instruments held | derivativeInstrument | 4 | 4 | ||
Reclassification adjustments increased interest expense on a net basis | $ 900 | $ 300 | $ 1,900 | $ 600 |
Derivatives designated as hedging instruments | Cash Flow Hedging | Treasury lock | ||||
Derivative | ||||
Unamortized portion of the fair value of derivative contracts | $ 52,900 | $ 52,900 | ||
Maximum | Derivatives designated as hedging instruments | Cash Flow Hedging | ||||
Derivative | ||||
Term of contract | 18 months |
DERIVATIVE INSTRUMENTS AND HE_4
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Gains (Losses) on Derivatives in Cash Flow Hedging Relationships Recognized in OCI (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative | ||||
Amounts included in the assessment of effectiveness | $ 8,239,000 | $ 6,741,000 | $ 10,007,000 | $ 7,593,000 |
Rate lock agreements | Cash Flow Hedging | ||||
Derivative | ||||
Amounts included in the assessment of effectiveness | (937,000) | 0 | 0 | 0 |
Foreign exchange contracts | Cash Flow Hedging | ||||
Derivative | ||||
Amounts included in the assessment of effectiveness | 9,896,000 | 6,749,000 | 10,712,000 | 7,602,000 |
Amounts excluded from the assessment of effectiveness | (720,000) | (8,000) | (705,000) | (9,000) |
Foreign exchange contracts | Net investment hedging | ||||
Derivative | ||||
Amounts excluded from the assessment of effectiveness | 0 | 0 | 0 | 0 |
Gains (losses) on derivatives in net investment hedging recognized in OCI | $ (1,847,000) | $ (293,000) | $ 1,832,000 | $ 357,000 |
DERIVATIVE INSTRUMENTS AND HE_5
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Locations and Amounts of Designated and Non-Designated Derivative's Gains and Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments | ||||
Revenues | $ 2,983,887 | $ 2,352,630 | $ 5,708,311 | $ 4,436,468 |
Costs of revenues and operating expenses | 1,784,708 | 1,386,672 | 3,398,429 | 2,651,710 |
Interest expense | 74,280 | 37,852 | 148,675 | 76,164 |
Other expense (income), net | (18,074) | 1,201 | (65,080) | 15,341 |
Amount of gains (losses) reclassified from AOCI to earnings | 12,961 | 912 | 23,136 | 2,130 |
Rate lock agreements | Revenues | ||||
Derivative Instruments | ||||
Amount of gains (losses) reclassified from AOCI to earnings | 0 | 0 | 0 | 0 |
Rate lock agreements | Costs of Revenues and Operating Expenses | ||||
Derivative Instruments | ||||
Amount of gains (losses) reclassified from AOCI to earnings | 0 | 0 | 0 | 0 |
Rate lock agreements | Interest Expense | ||||
Derivative Instruments | ||||
Amount of gains (losses) reclassified from AOCI to earnings | 937 | (279) | 1,874 | (558) |
Rate lock agreements | Other Expense (Income), Net | ||||
Derivative Instruments | ||||
Amount of gains (losses) reclassified from AOCI to earnings | 0 | 0 | 0 | 0 |
Foreign exchange contracts | Revenues | ||||
Derivative Instruments | ||||
Amount of gains (losses) reclassified from AOCI to earnings | 16,361 | 1,643 | 31,276 | 3,486 |
Amount excluded from the assessment of effectiveness recognized in earnings | (433) | (104) | (743) | (218) |
Amount of gains (losses) recognized in earnings | 0 | 0 | 0 | 0 |
Foreign exchange contracts | Costs of Revenues and Operating Expenses | ||||
Derivative Instruments | ||||
Amount of gains (losses) reclassified from AOCI to earnings | (3,904) | (348) | (9,271) | (580) |
Amount excluded from the assessment of effectiveness recognized in earnings | 0 | 0 | 0 | 0 |
Amount of gains (losses) recognized in earnings | 0 | 0 | 0 | 0 |
Foreign exchange contracts | Interest Expense | ||||
Derivative Instruments | ||||
Amount of gains (losses) reclassified from AOCI to earnings | 0 | 0 | 0 | 0 |
Amount excluded from the assessment of effectiveness recognized in earnings | 0 | 0 | 0 | 0 |
Amount of gains (losses) recognized in earnings | 0 | 0 | 0 | 0 |
Foreign exchange contracts | Other Expense (Income), Net | ||||
Derivative Instruments | ||||
Amount of gains (losses) reclassified from AOCI to earnings | 0 | 0 | 0 | 0 |
Amount excluded from the assessment of effectiveness recognized in earnings | 455 | 658 | 910 | 1,315 |
Amount of gains (losses) recognized in earnings | $ (8,081) | $ 5,994 | $ 6,293 | $ 7,063 |
DERIVATIVE INSTRUMENTS AND HE_6
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Schedule of Notional Amount (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2022 | Jun. 30, 2022 | |
Derivative | |||
Remaining maturity | 12 months | 12 months | |
Derivatives designated as hedging instruments | Purchase | Other foreign currency hedge contracts | |||
Derivative | |||
Derivative, notional amount | $ 517,063 | $ 565,586 | |
Derivatives designated as hedging instruments | Purchase | Cash Flow Hedging | Foreign exchange contracts | |||
Derivative | |||
Derivative, notional amount | 196,825 | 124,641 | |
Derivatives designated as hedging instruments | Sell | Other foreign currency hedge contracts | |||
Derivative | |||
Derivative, notional amount | 371,668 | 389,368 | |
Derivatives designated as hedging instruments | Sell | Cash Flow Hedging | Foreign exchange contracts | |||
Derivative | |||
Derivative, notional amount | 156,841 | 176,259 | |
Derivatives designated as hedging instruments | Sell | Net Investment Hedging | Foreign exchange contracts | |||
Derivative | |||
Derivative, notional amount | $ 66,436 | $ 66,436 |
DERIVATIVE INSTRUMENTS AND HE_7
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Schedule of Derivative Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jun. 30, 2022 |
Derivative Assets and Liabilities, at Fair Value, Net, by Balance Sheet Classification | ||
Asset derivatives fair value | $ 19,474 | $ 40,311 |
Liability derivatives fair value | 26,912 | 34,315 |
Other current assets | ||
Derivative Assets and Liabilities, at Fair Value, Net, by Balance Sheet Classification | ||
Asset derivatives fair value | 19,474 | 40,311 |
Other current liabilities | ||
Derivative Assets and Liabilities, at Fair Value, Net, by Balance Sheet Classification | ||
Liability derivatives fair value | (26,912) | 34,315 |
Derivatives designated as hedging instruments | Other current assets | ||
Derivative Assets and Liabilities, at Fair Value, Net, by Balance Sheet Classification | ||
Asset derivatives fair value | 17,957 | 20,595 |
Derivatives designated as hedging instruments | Other current liabilities | ||
Derivative Assets and Liabilities, at Fair Value, Net, by Balance Sheet Classification | ||
Liability derivatives fair value | (6,313) | 8,406 |
Derivatives not designated as hedging instruments | Other current assets | ||
Derivative Assets and Liabilities, at Fair Value, Net, by Balance Sheet Classification | ||
Asset derivatives fair value | 1,517 | 19,716 |
Derivatives not designated as hedging instruments | Other current liabilities | ||
Derivative Assets and Liabilities, at Fair Value, Net, by Balance Sheet Classification | ||
Liability derivatives fair value | (20,599) | 25,909 |
Foreign exchange contracts | Derivatives designated as hedging instruments | Other current assets | ||
Derivative Assets and Liabilities, at Fair Value, Net, by Balance Sheet Classification | ||
Asset derivatives fair value | 17,957 | 20,595 |
Foreign exchange contracts | Derivatives designated as hedging instruments | Other current liabilities | ||
Derivative Assets and Liabilities, at Fair Value, Net, by Balance Sheet Classification | ||
Liability derivatives fair value | (6,313) | 8,406 |
Foreign exchange contracts | Derivatives not designated as hedging instruments | Other current assets | ||
Derivative Assets and Liabilities, at Fair Value, Net, by Balance Sheet Classification | ||
Asset derivatives fair value | 1,517 | 19,716 |
Foreign exchange contracts | Derivatives not designated as hedging instruments | Other current liabilities | ||
Derivative Assets and Liabilities, at Fair Value, Net, by Balance Sheet Classification | ||
Liability derivatives fair value | $ (20,599) | $ 25,909 |
DERIVATIVE INSTRUMENTS AND HE_8
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Changes of OCI, Before Taxes, Related to Derivatives (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income [Roll Forward] | ||||
Beginning balance | $ 1,401,351 | |||
Ending balance | $ 2,603,260 | 2,603,260 | ||
AOCI, derivative | ||||
Accumulated Other Comprehensive Income [Roll Forward] | ||||
Beginning balance | 72,290 | $ (25,546) | 77,018 | $ (25,830) |
Amount reclassified to earnings as net (gains) losses | (12,961) | (912) | (23,136) | (2,130) |
Net change in unrealized gains (losses) | 6,392 | 5,627 | 11,839 | 7,129 |
Ending balance | $ 65,721 | $ (20,831) | $ 65,721 | $ (20,831) |
DERIVATIVE INSTRUMENTS AND HE_9
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Offsetting of Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jun. 30, 2022 |
Derivatives - assets | ||
Derivative - assets, Gross Amounts of Derivatives | $ 19,474 | $ 40,311 |
Derivatives - assets, Gross Amounts of Derivatives Offset in the Condensed Consolidated Balance Sheets | 0 | 0 |
Derivatives - assets, Net Amount of Derivatives Presented in the Condensed Consolidated Balance Sheets | 19,474 | 40,311 |
Derivatives - assets, Financial Instruments | (19,474) | (12,291) |
Derivatives - assets, Cash Collateral Received | 0 | 0 |
Derivatives - assets, Net Amount | 0 | 28,020 |
Derivatives - liabilities | ||
Derivatives - liabilities, Gross Amounts of Derivatives | (26,912) | (34,315) |
Derivatives - liabilities, Gross Amounts of Derivatives Offset in the Condensed Consolidated Balance Sheets | 0 | 0 |
Derivatives - liabilities, Net Amount of Derivatives Presented in the Condensed Consolidated Balance Sheets | (26,912) | (34,315) |
Derivatives - liabilities, Financial Instruments | 19,474 | 12,291 |
Derivatives - liabilities, Cash Collateral Received | 0 | 0 |
Derivatives - liabilities, Net Amount | $ (7,438) | $ (22,024) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |||||
Total revenues | $ 11,042 | $ 264 | $ 11,799 | $ 623 | |
Total purchases | 3,035 | $ 193 | 3,280 | $ 272 | |
Accounts receivables | $ 4,300 | $ 4,300 | $ 1,100 |
SEGMENT REPORTING AND GEOGRAP_3
SEGMENT REPORTING AND GEOGRAPHIC INFORMATION - Additional Information (Details) - segment | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting and Geographic Information | ||||
Number of reportable segments | 3 | |||
Number of operating segments | 5 | |||
Customer Concentration Risk | Revenue from Contract with Customer Benchmark | Largest Customer | ||||
Segment Reporting and Geographic Information | ||||
Concentration risk, percentage | 20% | 26% | 21% | 25% |
Customer Concentration Risk | Revenue from Contract with Customer Benchmark | Second Largest Customer | ||||
Segment Reporting and Geographic Information | ||||
Concentration risk, percentage | 11% | 10% | 14% | |
Semiconductor Process Control | ||||
Segment Reporting and Geographic Information | ||||
Number of operating segments | 2 | |||
Specialty Semiconductor Process | ||||
Segment Reporting and Geographic Information | ||||
Number of operating segments | 1 | |||
PCB, Display and Component Inspection | ||||
Segment Reporting and Geographic Information | ||||
Number of operating segments | 2 |
SEGMENT REPORTING AND GEOGRAP_4
SEGMENT REPORTING AND GEOGRAPHIC INFORMATION - Summary of Results for Reportable Segments (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | |
Segment Reporting and Geographic Information | ||||
Number of reportable segments | segment | 3 | |||
Revenues | $ 2,983,887 | $ 2,352,630 | $ 5,708,311 | $ 4,436,468 |
Operating segments | ||||
Segment Reporting and Geographic Information | ||||
Revenues | 2,985,439 | 2,352,917 | 5,711,810 | 4,436,837 |
Segment gross profit | 1,815,941 | 1,485,533 | 3,545,637 | 2,796,659 |
Operating segments | Semiconductor Process Control: | ||||
Segment Reporting and Geographic Information | ||||
Revenues | 2,657,395 | 2,052,202 | 5,055,154 | 3,831,285 |
Segment gross profit | 1,678,037 | 1,342,937 | 3,255,019 | 2,504,866 |
Operating segments | Specialty Semiconductor Process | ||||
Segment Reporting and Geographic Information | ||||
Revenues | 158,085 | 112,738 | 285,952 | 214,767 |
Segment gross profit | 84,040 | 60,274 | 151,080 | 114,995 |
Operating segments | PCB, Display and Component Inspection | ||||
Segment Reporting and Geographic Information | ||||
Revenues | 169,959 | 187,977 | 370,704 | 390,785 |
Segment gross profit | $ 53,864 | $ 82,322 | $ 139,538 | $ 176,798 |
SEGMENT REPORTING AND GEOGRAP_5
SEGMENT REPORTING AND GEOGRAPHIC INFORMATION - Reconciliation of Total Reportable Segments Revenue to Total Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenues | $ 2,983,887 | $ 2,352,630 | $ 5,708,311 | $ 4,436,468 |
Operating segments | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenues | 2,985,439 | 2,352,917 | 5,711,810 | 4,436,837 |
Corporate allocations and effects of changes in foreign currency exchange rates | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenues | $ (1,552) | $ (287) | $ (3,499) | $ (369) |
SEGMENT REPORTING AND GEOGRAP_6
SEGMENT REPORTING AND GEOGRAPHIC INFORMATION - Reconciliation of Total Segment Gross Margin to Total Income Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Acquisition-related charges, corporate allocations, and effects of changes in foreign currency exchange rates | $ 40,840 | $ 41,065 | $ 87,338 | $ 81,977 |
R&D | 332,826 | 265,031 | 651,341 | 523,184 |
SG&A | 243,096 | 213,479 | 497,076 | 406,740 |
Interest expense | 74,280 | 37,852 | 148,675 | 76,164 |
Loss on extinguishment of debt | 0 | 0 | 13,286 | 0 |
Other expense (income), net | (18,074) | 1,201 | (65,080) | 15,341 |
Income before income taxes | 1,142,973 | 926,905 | 2,213,001 | 1,693,253 |
Operating segments | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Total segment gross profit | $ 1,815,941 | $ 1,485,533 | $ 3,545,637 | $ 2,796,659 |
SEGMENT REPORTING AND GEOGRAP_7
SEGMENT REPORTING AND GEOGRAPHIC INFORMATION - Schedule of Revenue from External Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting and Geographic Information | ||||
Revenues | $ 2,983,887 | $ 2,352,630 | $ 5,708,311 | $ 4,436,468 |
China | ||||
Segment Reporting and Geographic Information | ||||
Revenues | 681,701 | 544,537 | 1,521,362 | 1,229,693 |
Taiwan | ||||
Segment Reporting and Geographic Information | ||||
Revenues | 768,999 | 776,442 | 1,517,333 | 1,403,526 |
Korea | ||||
Segment Reporting and Geographic Information | ||||
Revenues | 590,936 | 323,095 | 998,398 | 562,278 |
North America | ||||
Segment Reporting and Geographic Information | ||||
Revenues | 366,641 | 271,594 | 600,395 | 449,334 |
Japan | ||||
Segment Reporting and Geographic Information | ||||
Revenues | 269,746 | 196,282 | 333,687 | 262,635 |
Europe and Israel | ||||
Segment Reporting and Geographic Information | ||||
Revenues | 169,614 | 175,195 | 487,455 | 371,449 |
Rest of Asia | ||||
Segment Reporting and Geographic Information | ||||
Revenues | $ 136,250 | $ 65,485 | $ 249,681 | $ 157,553 |
Geographic Concentration Risk | Revenue from Contract with Customer Benchmark | ||||
Segment Reporting and Geographic Information | ||||
Concentration risk, percentage | 100% | 100% | 100% | 100% |
Geographic Concentration Risk | Revenue from Contract with Customer Benchmark | China | ||||
Segment Reporting and Geographic Information | ||||
Concentration risk, percentage | 23% | 23% | 27% | 28% |
Geographic Concentration Risk | Revenue from Contract with Customer Benchmark | Taiwan | ||||
Segment Reporting and Geographic Information | ||||
Concentration risk, percentage | 26% | 33% | 27% | 31% |
Geographic Concentration Risk | Revenue from Contract with Customer Benchmark | Korea | ||||
Segment Reporting and Geographic Information | ||||
Concentration risk, percentage | 20% | 14% | 17% | 13% |
Geographic Concentration Risk | Revenue from Contract with Customer Benchmark | North America | ||||
Segment Reporting and Geographic Information | ||||
Concentration risk, percentage | 12% | 12% | 10% | 10% |
Geographic Concentration Risk | Revenue from Contract with Customer Benchmark | Japan | ||||
Segment Reporting and Geographic Information | ||||
Concentration risk, percentage | 9% | 8% | 6% | 6% |
Geographic Concentration Risk | Revenue from Contract with Customer Benchmark | Europe and Israel | ||||
Segment Reporting and Geographic Information | ||||
Concentration risk, percentage | 5% | 7% | 9% | 8% |
Geographic Concentration Risk | Revenue from Contract with Customer Benchmark | Rest of Asia | ||||
Segment Reporting and Geographic Information | ||||
Concentration risk, percentage | 5% | 3% | 4% | 4% |
SEGMENT REPORTING AND GEOGRAP_8
SEGMENT REPORTING AND GEOGRAPHIC INFORMATION - Revenue from External Customers by Products and Services (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from External Customer | ||||
Revenues | $ 2,983,887 | $ 2,352,630 | $ 5,708,311 | $ 4,436,468 |
Wafer Inspection | ||||
Revenue from External Customer | ||||
Revenues | 1,256,540 | 1,104,032 | 2,359,082 | 1,991,544 |
Patterning | ||||
Revenue from External Customer | ||||
Revenues | 861,262 | 508,785 | 1,594,632 | 948,376 |
Specialty Semiconductor Process | ||||
Revenue from External Customer | ||||
Revenues | 145,542 | 104,932 | 259,986 | 198,052 |
PCB, Display and Component Inspection | ||||
Revenue from External Customer | ||||
Revenues | 108,644 | 121,750 | 243,087 | 259,637 |
Services | ||||
Revenue from External Customer | ||||
Revenues | 520,479 | 456,861 | 1,049,294 | 910,811 |
Other | ||||
Revenue from External Customer | ||||
Revenues | $ 91,420 | $ 56,270 | $ 202,230 | $ 128,048 |
Product Concentration Risk | Revenue from Contract with Customer Benchmark | ||||
Revenue from External Customer | ||||
Concentration risk, percentage | 100% | 100% | 100% | 100% |
Product Concentration Risk | Revenue from Contract with Customer Benchmark | Wafer Inspection | ||||
Revenue from External Customer | ||||
Concentration risk, percentage | 42% | 48% | 41% | 45% |
Product Concentration Risk | Revenue from Contract with Customer Benchmark | Patterning | ||||
Revenue from External Customer | ||||
Concentration risk, percentage | 29% | 22% | 28% | 21% |
Product Concentration Risk | Revenue from Contract with Customer Benchmark | Specialty Semiconductor Process | ||||
Revenue from External Customer | ||||
Concentration risk, percentage | 5% | 4% | 5% | 4% |
Product Concentration Risk | Revenue from Contract with Customer Benchmark | PCB, Display and Component Inspection | ||||
Revenue from External Customer | ||||
Concentration risk, percentage | 4% | 5% | 4% | 6% |
Product Concentration Risk | Revenue from Contract with Customer Benchmark | Services | ||||
Revenue from External Customer | ||||
Concentration risk, percentage | 17% | 19% | 18% | 21% |
Product Concentration Risk | Revenue from Contract with Customer Benchmark | Other | ||||
Revenue from External Customer | ||||
Concentration risk, percentage | 3% | 2% | 4% | 3% |
SEGMENT REPORTING AND GEOGRAP_9
SEGMENT REPORTING AND GEOGRAPHIC INFORMATION - Land, Property and Equipment, Net by Geographic Region (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jun. 30, 2022 |
Revenues from External Customers and Long-Lived Assets | ||
Land, property and equipment, net | $ 964,813 | $ 849,929 |
United States | ||
Revenues from External Customers and Long-Lived Assets | ||
Land, property and equipment, net | 629,076 | 547,454 |
Singapore | ||
Revenues from External Customers and Long-Lived Assets | ||
Land, property and equipment, net | 154,655 | 146,057 |
Israel | ||
Revenues from External Customers and Long-Lived Assets | ||
Land, property and equipment, net | 88,404 | 72,791 |
Europe | ||
Revenues from External Customers and Long-Lived Assets | ||
Land, property and equipment, net | 55,621 | 55,370 |
Rest of Asia | ||
Revenues from External Customers and Long-Lived Assets | ||
Land, property and equipment, net | $ 37,057 | $ 28,257 |
RESTRUCTURING CHARGES (Details)
RESTRUCTURING CHARGES (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |||||
Restructuring charges | $ 0.6 | $ 0.5 | $ 16.8 | $ 0.9 | |
Restructuring reserve | $ 5.3 | $ 5.3 | $ 2.1 |