Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this Annual Report on Form 10-K:

  1. Financial Statements:

The following financial statements and schedules of the Registrant are contained in Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K:

Consolidated Balance Sheets as of June 30, 2017 and June 30, 201659
Consolidated Statements of Operations for each of the three years in the period ended June 30, 201760
Consolidated Statements of Comprehensive Income for each of the three years in the period ended June 30, 201761
Consolidated Statements of Stockholders' Equity for each of the three years in the period ended June 30, 201762
Consolidated Statements of Cash Flows for each of the three years in the period ended June 30, 201763
Notes to Consolidated Financial Statements64
Report of Independent Registered Public Accounting Firm103
  1. Financial Statement Schedule:

The following financial statement schedule of the Registrant is filed as part of this Annual Report on Form 10-K and should be read in conjunction with the financial statements:

Schedule II—Valuation and Qualifying Accounts110

All other schedules are omitted because they are either not applicable or the required information is shown in the Consolidated Financial Statements or notes thereto.

  1. Exhibits

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

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

KLA-Tencor Corporation
August 4, 2017By:/S/ RICHARD P. WALLACE
(Date)Richard P. Wallace
President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SignatureTitleDate
/s/ RICHARD P. WALLACEPresident, Chief Executive Officer and Director (principal executive officer)August 4, 2017
Richard P. Wallace
/s/ BREN D. HIGGINSExecutive Vice President and Chief Financial Officer (principal financial officer)August 4, 2017
Bren D. Higgins
/s/ VIRENDRA A. KIRLOSKARSenior Vice President and Chief Accounting Officer (principal accounting officer)August 4, 2017
Virendra A. Kirloskar
/s/ EDWARD W. BARNHOLTChairman of the Board and DirectorAugust 4, 2017
Edward W. Barnholt
/s/ ROBERT M. CALDERONIDirectorAugust 4, 2017
Robert M. Calderoni
/s/ JOHN T. DICKSONDirectorAugust 4, 2017
John T. Dickson
/s/ EMIKO HIGASHIDirectorAugust 4, 2017
Emiko Higashi
/s/ KEVIN J. KENNEDYDirectorAugust 4, 2017
Kevin J. Kennedy
/s/ GARY B. MOOREDirectorAugust 4, 2017
Gary B. Moore
/s/ KIRAN M. PATELDirectorAugust 4, 2017
Kiran M. Patel
/s/ ROBERT A. RANGODirectorAugust 4, 2017
Robert A. Rango
/s/ DAVID C. WANGDirectorAugust 4, 2017
David C. Wang

SCHEDULE II

Valuation and Qualifying Accounts

(In thousands)Balance at Beginning of PeriodCharged to ExpenseDeductions/ AdjustmentsBalance at End of Period
Fiscal Year Ended June 30, 2015:
Allowance for Doubtful Accounts$21,827$—$(164)$21,663
Allowance for Deferred Tax Assets$76,328$—$15,022$91,350
Fiscal Year Ended June 30, 2016:
Allowance for Doubtful Accounts$21,663$—$9$21,672
Allowance for Deferred Tax Assets$91,350$1,763$11,855$104,968
Fiscal Year Ended June 30, 2017:
Allowance for Doubtful Accounts$21,672$—$(36)$21,636
Allowance for Deferred Tax Assets$104,968$—$15,740$120,708

KLA-TENCOR CORPORATION

EXHIBIT INDEX

Exhibit NumberExhibit DescriptionIncorporated by Reference
FormFile No.Exhibit NumberFiling Date
2.1Agreement and Plan of Merger and Reorganization, dated as of October 20, 2015, by and among Lam Research Corporation, Topeka Merger Sub 1, Inc., Topeka Merger sub 2, Inc. and KLA-Tencor Corporation8-KNo. 000-099922.1October 21, 2015
2.2Termination Agreement with Lam Research Corporation8-KNo. 000-099922.1October 6, 2016
3.1Amended and Restated Certificate of Incorporation10-QNo. 000-099923.1May 14, 1997
3.2Certificate of Amendment of Amended and Restated Certificate of Incorporation10-QNo. 000-099923.1February 14, 2001
3.3Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company effective as of November 8, 20128-KNo. 000-099923.1November 13, 2012
3.4Amended and Restated Bylaws of the Company effective as of May 7, 20158-KNo. 000-099923.1May 8, 2015
4.1Indenture dated November 6, 2014 between KLA-Tencor Corporation and Wells Fargo Bank, National Association, as trustee8-KNo. 000-099924.1November 7, 2014
4.2Form of Officer’s Certificate setting forth the terms of the Notes (with form of Notes attached)8-KNo. 000-099924.2November 7, 2014
10.12004 Equity Incentive Plan (as amended and restated (as of August 7, 2014))*8-KNo. 000-0999210.45August 12, 2014
10.2Notice of Grant of Restricted Stock Units*10-QNo. 000-0999210.18May 4, 2006
10.3Form of Restricted Stock Unit Award Notification (Performance-Vesting) (approved August 2014)*8-KNo. 000-0999210.49August 12, 2014
10.4Form of Restricted Stock Unit Award Notification (Service-Vesting) (approved August 2012)*8-KNo. 000-0999210.1August 2, 2012
10.5Form of Restricted Stock Unit Award Notification (Service-Vesting; 25% Annual Vesting) (approved August 2014)*8-KNo. 000-0999210.50August 12, 2014
10.6Form of Restricted Stock Unit Award Notification (Service-Vesting; 50% Vesting Year Two, 50% Vesting Year Four) (approved August 2014)*8-KNo. 000-0999210.51August 12, 2014
10.7Form of Restricted Stock Unit Agreement for U.S. Employees (with Dividend Equivalents) (approved August 2014)*8-KNo. 000-0999210.46August 12, 2014
10.8Form of Restricted Stock Unit Agreement for Non-U.S. Employees (with Dividend Equivalents) (approved August 2014)*8-KNo. 000-0999210.48August 12, 2014
10.9KLA-Tencor Corporation Performance Bonus Plan*DEF 14ANo. 000-09992App. BSeptember 26, 2013
10.10Fiscal Year 2015 Executive Incentive Plan*+10-QNo. 000-0999210.53October 24, 2014
10.11Fiscal Year 2016 Executive Incentive Plan*+10-QNo. 000-0999210.44October 22, 2015
10.12Executive Deferred Savings Plan (as amended and restated effective November 7, 2012)*10-QNo. 000-0999210.42January 25, 2013
Exhibit NumberExhibit DescriptionIncorporated by Reference
FormFile No.Exhibit NumberFiling Date
10.13Credit Agreement dated November 14, 2014 among KLA-Tencor Corporation, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent8-KNo. 000-0999210.54November 17, 2014
10.14Fiscal year 2017 6-Month Executive Incentive Plan*+10-QNo. 000-0999210.1October 20, 2016
10.15Amended and Restated Executive Severance Plan*8-KNo. 000-0999210.1October 20, 2016
10.16Amended and Restated 2010 Executive Severance Plan10-QNo. 000-0999210.45October 22, 2015
10.17Calendar Year 2017 Executive Incentive Plan*+10-QNo. 000-0999210.1April 28, 2017
12.1Computation of Ratio of Earnings to Fixed Charges
21.1List of Subsidiaries
23.1Consent of Independent Registered Public Accounting Firm
31.1Certification of Chief Executive Officer under Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2Certification of Chief Financial Officer under Rule 13a-14(a) of the Securities Exchange Act of 1934
32Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
99.1Risks related to the Merger with Lam Research
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
*Denotes a management contract, plan or arrangement.
+Confidential treatment has been requested as to a portion of this exhibit.

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