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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, 2018 and June 30, 201761
Consolidated Statements of Operations for each of the three years in the period ended June 30, 201862
Consolidated Statements of Comprehensive Income for each of the three years in the period ended June 30, 201863
Consolidated Statements of Stockholders' Equity for each of the three years in the period ended June 30, 201864
Consolidated Statements of Cash Flows for each of the three years in the period ended June 30, 201865
Notes to Consolidated Financial Statements66
Report of Independent Registered Public Accounting Firm104
  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 Accounts for the years ended June 30, 2018, 2017 and 2016112

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 6, 2018By:/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 6, 2018
Richard P. Wallace
/s/ BREN D. HIGGINSExecutive Vice President and Chief Financial Officer (principal financial officer)August 6, 2018
Bren D. Higgins
/s/ VIRENDRA A. KIRLOSKARSenior Vice President and Chief Accounting Officer (principal accounting officer)August 6, 2018
Virendra A. Kirloskar
/s/ EDWARD W. BARNHOLTChairman of the Board and DirectorAugust 6, 2018
Edward W. Barnholt
/s/ ROBERT M. CALDERONIDirectorAugust 6, 2018
Robert M. Calderoni
/s/ JOHN T. DICKSONDirectorAugust 6, 2018
John T. Dickson
/s/ EMIKO HIGASHIDirectorAugust 6, 2018
Emiko Higashi
/s/ KEVIN J. KENNEDYDirectorAugust 6, 2018
Kevin J. Kennedy
/s/ GARY B. MOOREDirectorAugust 6, 2018
Gary B. Moore
/s/ KIRAN M. PATELDirectorAugust 6, 2018
Kiran M. Patel
/s/ ROBERT A. RANGODirectorAugust 6, 2018
Robert A. Rango
/s/ DAVID C. WANGDirectorAugust 6, 2018
David C. Wang
/s/ ANA G. PINCZUKDirectorAugust 6, 2018
Ana G. Pinczuk

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, 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
Fiscal Year Ended June 30, 2018:
Allowance for Doubtful Accounts$21,636$—$(9,997)$11,639
Allowance for Deferred Tax Assets$120,708$1,152$41,710$163,570

KLA-TENCOR CORPORATION

EXHIBIT INDEX

Exhibit NumberExhibit DescriptionIncorporated by Reference
FormFile No.Exhibit NumberFiling Date
2.1Agreement and Plan of Merger, dated as of March 18, 2018, by and among KLA-Tencor Corporation, Orbotech Ltd. and Tiburon Merger Sub Technologies Ltd.8-KNo. 000-099922.1March 19, 2018
2.2Amendment No. 1 to Agreement and Plan of Merger dated May 10, 2018 by and among the Company, Orbotech Ltd. and Tiburon Merger Sub Technologies Ltd.8-KNo. 000-099922.1May 11, 2018
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
10.10Executive 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
10.11Credit Agreement, dated as of November 30, 2017 among KLA-Tencor Corporation, the lenders from time to time and JPMorgan Chase Bank, N.A., as administrative agent8-KNo. 000-0999210.1November 30, 2017
10.12Amended and Restated Executive Severance Plan*8-KNo. 000-0999210.1October 20, 2016
10.13Amended and Restated 2010 Executive Severance Plan10-QNo. 000-0999210.45October 22, 2015
10.14Calendar Year 2018 Executive Incentive Plan*+10-QNo. 000-0999210.1April 27, 2018
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
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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