KLA (KLAC) 10-K risk factor changes: FY2022 vs FY2021

- [removed: travel bans] [added: Travel bans, lockdowns,] or quarantine requirements could delay our ability to install or service our products;

- [removed: reduced] [added: Continued volatility and uncertainty in customer] demand for our products, delivery pushouts or cancellations of orders by our customers;

- [removed: loss] [added: Loss] of efficiencies [added: and increased cybersecurity risks] due to remote working requirements for our [removed: employees..][added: employees.]

- [removed: laws,] [added: Laws, rules,] regulations or other orders [added: that] may limit our ability to sell our products [removed: to certain customers] or [removed: to] provide service on products previously sold to [removed: those] [added: certain] customers;

- [removed: we] [added: We] may be unable to [removed: attract or] [added: attract, onboard and] retain key personnel;

- [removed: natural] [added: Natural] disasters, [added: such as earthquakes,] health epidemics, acts of terrorism or war or other catastrophic [removed: events] [added: events, and the lack of insurance thereof,] could significantly disrupt our operations for lengthy periods of time;

- [removed: we] [added: We] are subject to [removed: exposure from] tax and regulatory compliance audits;

- [removed: economic,] [added: Economic,] political or other conditions in the jurisdictions where we earn profits can impact the tax laws and taxes we pay in those jurisdictions, subsequently impacting our effective tax rate, cash flows and results of operations; [removed: and]

- [removed: we] [added: We] may not be able to keep pace with [added: trends and] technological changes in the industries in which we operate;

- [removed: prevailing] [added: Prevailing] local and global economic conditions may negatively affect the purchasing decisions of our [removed: customers or the value of our investment portfolio.][added: customers.]

- [removed: we] [added: We] may not have sufficient financial resources to repay our indebtedness when it becomes [removed: due;][added: due and our leveraged capital structure may divert resources from operations and other corporate uses;]

- [removed: we] [added: We] may fail to comply with the covenants in our Revolving Credit Facility [added: and Senior Notes] (as defined below), which could impair our ability to borrow needed [removed: funds under the facility,] [added: funds,] or require us to repay [removed: it] [added: debt] sooner than we planned;

While all of our global [added: manufacturing] sites are currently operational, any local pandemic outbreaks [added: or the advent of new variants] could require us to temporarily curtail production levels or temporarily cease operations based on government mandates.

[removed: However, given our global operations,] [added: Despite the wide availability of COVID-19 vaccines in the U.S. and in other parts of the world,] we are unable to predict how [removed: widely utilized the vaccines ultimately will be and whether] [added: effective] they will [added: continue to] be [removed: effective] in preventing the spread of COVID-19 (including its variant strains).

- [removed: shortages] [added: Shortages] or disruption in the supply chain could affect our ability to procure components for our products on a timely basis or at all, or could require us to commit to increased purchases and provide longer lead times to secure critical components, which could increase inventory obsolescence risk (refer to the Executive Summary in Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations,”] [added: Operations”] for additional information on supply constraints related to the COVID-19 pandemic);

- [removed: travel bans] [added: Travel bans, lockdowns] or the requirement to quarantine for a lengthy period after entering a jurisdiction, which may delay our ability to install the products we sell or service those products following installation;

- [removed: governmental] [added: Governmental] orders or employee exposure requiring us, our customers or our suppliers to discontinue manufacturing products at our [added: or their] respective facilities for a period of time;

- [removed: reduced] [added: Continued volatility and uncertainty in customer] demand for our products, delivery pushouts or cancellation of orders by our customers caused by a global recession resulting from the pandemic and the measures implemented by authorities to slow the spread of COVID-19;

- [removed: increased] [added: Increased] costs or inability to acquire components necessary for the manufacture of our products due to reduced [removed: availability;][added: availability or rising inflation;]

A majority of our annual revenues are derived from outside the [removed: United States,] [added: US,] and we maintain significant operations outside the [removed: United States.][added: US.]

A majority of our annual revenues are derived from outside the [removed: United States,] [added: U.S.,] and we maintain significant operations outside the [removed: United States.][added: U.S. We expect that these conditions will continue in the foreseeable future.]

- [removed: global] [added: Global] trade issues and changes in and uncertainties with respect to trade policies, including the ability to obtain required import and export licenses, trade sanctions, [removed: tariffs,] [added: tariffs] and international trade disputes;

- [removed: political] [added: Political] instability, natural disasters, legal or regulatory changes, acts of war [added: such as Russia’s invasion of Ukraine] or terrorism in regions where [removed: we] [added: we, our customers or our suppliers] have operations or where we [added: or they] do business;

- [added: Rising inflation and] fluctuations in interest and currency exchange rates may adversely impact our ability to compete on price with local providers or the value of revenues we generate from our international business.

If our practice of requiring prepayments in those jurisdictions changes or deteriorates, our cash flows would be [removed: harmed.][added: harmed;]

- [removed: longer] [added: Longer] payment cycles and difficulties in collecting accounts receivable outside of the [removed: United States;][added: U.S.;]

In addition, government controls, either by the [removed: United States] [added: U.S.] or other countries, that restrict our business overseas or restrict our ability to import or export our products and services or increase the cost of our operations through the imposition of [added: broad sanctions, trade restrictions,] tariffs, new controls, outright bans, or otherwise, could harm our business.

For example, Commerce has added numerous China-based entities to the U.S. Entity List, including Fujian Jinhua Integrated Circuit Company, Ltd., [removed: Huawei,] [added: Huawei] and Semiconductor Manufacturing International Corporation, restricting our ability to provide products and services to [removed: such entities without an export license.]

In addition, Commerce has imposed [removed: new] export licensing requirements on China-based customers engaged in military end uses or where Commerce has determined there is a risk of diversion to a military end use, as well as requiring our customers to obtain an export license when they use certain semiconductor capital equipment based on U.S. technology to manufacture products connected to Huawei or its affiliates.

To date, these [removed: new] rules have not significantly impacted our operations, but we are continually monitoring their impact.

The tightening of credit [removed: markets] [added: markets, rising interest rates] and concerns regarding the availability of credit can make it more difficult for our customers to raise capital, whether debt or equity, to finance their purchases of capital equipment, including the products we sell.

Although we believe our portfolio continues to be comprised of sound investments due to the quality and (where applicable) credit ratings of such investments, a decline in the capital and financial markets [added: or rising interest rates] would adversely impact the market value of our investments and their liquidity.

We have policies and procedures designed to promote compliance with applicable law, but there can be no assurance our policies and procedures will prove completely effective in ensuring compliance by all our [removed: personnel as well as our] [added: personnel,] business partners and representatives, for whose misconduct we may under some circumstances be legally responsible.

From time to time, we may receive inquiries, subpoenas, investigative [removed: demands,] [added: demands] or audit notices from governmental or regulatory bodies, or we may make voluntary disclosures, related to legal, regulatory or tax compliance matters, and these matters may result in significant financial cost (including investigation expenses, defense costs, assessments and criminal or civil penalties), reputational harm and other consequences that could materially and adversely affect our operating results and financial condition.

[removed: Our properties and many aspects of our business operations] [added: Additionally, we] are subject to various domestic and international environmental laws and regulations, including those that control and restrict the use, transportation, emission, discharge, [removed: storage] [added: storage,] and disposal of certain chemicals, gases and other substances.

We also face increasing complexity in our manufacturing, product design and procurement operations as we adjust to new and prospective requirements relating to the [removed: materials] composition of our products, including restrictions on lead and other substances and requirements to track the [removed: sources] [added: sources, production methods, or provenance] of certain metals and other materials.

The cost of complying, or of failing to comply, with these and other regulatory [removed: restrictions] [added: requirements] or contractual obligations could adversely affect our operating results, financial condition and ability to conduct our business.

The expansion of high technology companies worldwide [added: and the elevated demand for talent from the growth in the demand for semiconductors following the onset of the COVID-19 pandemic] has increased demand and competition for qualified personnel.

If we are unable to [removed: attract] [added: attract, onboard] and retain key personnel, or if we are [removed: unable] [added: not able] to attract, [removed: assimilate] [added: assimilate, onboard] and retain additional highly qualified employees to meet our current and future needs, our business and operations could be harmed.

While outsourcing arrangements may lower our cost of operations, they also reduce our direct control over the [added: services rendered.]

- Risks related to our international operations, such as tariffs or similar trade impairments, and longer payment cycles or collection difficulties associated with international sales;

- Our vulnerability to a weakening in the condition of the financial markets and the global economy;

- Increasing attention to ESG matters, including any targets or other ESG initiatives, could result in additional costs or risks or adversely impact our business;

- Increased compliance costs with federal securities laws, rules, and regulations, as well as NASDAQ requirements; and

- We may not be able to declare cash dividends at all or in any particular amounts;

- Risks related to our commercial terms and conditions, including our indemnification of third parties, as well as the performance of our products;

- Our government funding for R&D is subject to termination, audit and any further penalties;

In 2022, the Chinese government implemented lockdowns in two of its larger economic hubs, Shenzhen and Shanghai.

Lockdowns in major economic hubs such as Shenzhen and Shanghai have led to additional supply chain challenges and could cause delays in the delivery of goods in or around impacted areas, which could both harm our ability to obtain components for our products in a timely manner, delay the delivery of our products in and around those areas, delay installation of our products in those areas or affect customer acceptance processes due to resource mobility restrictions.

Any delays in delivering or installing our products could adversely impact the timing of our revenue recognition.

In addition, although there has been improvement in the global economy since the severe effects of the COVID-19 pandemic at its onset, many macroeconomic variables remain dynamic and we continue to experience constraints in our supply chain as discussed below.

such entities without an export license.

For instance, in response to Russia’s invasion of Ukraine, the U.S., European Union and other countries have imposed sanctions against Russia, Belarus and certain other regions, entities and individuals, and may impose additional sanctions, export controls or other measures.

The imposition of sanctions, export controls and other measures could adversely impact our business including preventing us from performing existing contracts, recognizing revenue, pursuing new business opportunities or receiving payment for products already supplied or services already performed with customers.

Some of these laws impose strict liability for certain releases, which may require us to incur costs regardless of fault or the legality of actions at the time of release.

In addition, changes in environmental laws and regulations (including any relating to climate change and greenhouse gas (“GHG”) emissions) could require us, or others in our value chain, to install additional equipment, alter operations to incorporate new technologies or processes, or revise process inputs, among other things, which may cause us to incur significant costs or otherwise adversely impact our business performance.

Various agencies and governmental bodies have expressed particular interest in promulgating rules relating to climate change.

For example, in March 2022, the SEC published a proposed rule that would require companies to provide significantly expanded climate-related disclosures in their Form 10-K, which may require us to incur significant additional costs to comply and impose increased oversight obligations on our management and Board of Directors.

Increasing attention to ESG matters, including any targets or other ESG initiatives, could result in additional costs or risks or adversely impact our business.

Certain investors, capital providers, shareholder advocacy groups, other market participants, customers and other stakeholder groups have focused increasingly on companies’ ESG initiatives, including those regarding climate change, human rights and I&D, among others.

This may result in increased costs, changes in demand for certain types of products, enhanced compliance or disclosure obligations and costs, or other adverse impacts on our business, financial condition or results of operations.

From time to time, we create and publish voluntary disclosures regarding ESG matters.

Identification, assessment, and disclosure of such matters is complex.

Many of the statements in such voluntary disclosures are based on our expectations and assumptions, which may require substantial discretion and forecasts about costs and future circumstances.

Additionally, expectations regarding companies’ management of ESG matters continues to evolve rapidly, in many instances due to factors that are out of our control.

In addition, organizations that provide information to investors on corporate governance and related matters have developed rating processes on evaluating companies on their approach to ESG matters.

Such ratings are used by some investors to inform their investment and voting decisions.

Unfavorable ESG ratings could lead to increased negative investor sentiment toward us, our customers, or our industry, which could negatively impact our share price as well as our access to and cost of capital.

To the extent ESG matters negatively impact our reputation, it may also impede our ability to compete as effectively to recruit or retain employees, which may adversely affect our operations.

Although we may participate in various voluntary frameworks and certification programs, or establish voluntary ESG initiatives, to improve the ESG profile of our operations and product offerings, we cannot guarantee that such efforts will have the intended results.

For example, in December 2021, we announced a goal to use 100% renewable electricity across our global operations by 2030.

Our estimates concerning the timing and cost of implementing this and other goals are subject to risks and uncertainties, some of which are outside of our control.

Any failure, or perceived failure, to successfully achieve our voluntary goals, or the manner in which we achieve some or any portion of our goals, could adversely impact our reputation or, to the extent related to sustainability-linked capital sources, financial condition and results of operations.

Our ESG efforts may also include the adoption, or expansion, of certain ESG practices or policies, which may require us to expend additional resources to implement or to forego certain business opportunities to the extent others in our value chain do not meet pertinent requirements of such policies.

By contrast, any failure, or perceived failure, to conform to such policies could have an adverse impact on our reputation and business activities.

Our performance may be subject to greater scrutiny as a result of our announcement of any goals or policies and the publication of our performance against the same.

Moreover, despite the voluntary nature of such efforts, we may receive pressure from external sources, such as lenders, investors or other groups, to adopt more aggressive climate or other ESG-related initiatives; however, we may not agree that such initiatives will be appropriate for our business, and we may not be able to implement such initiatives because of potential costs or technical or operational obstacles.

In addition, we note that certain ESG matters are becoming less “voluntary” as regulators, including the SEC, begin proposing and adopting regulations regarding ESG matters, including, but not limited to climate change-related matters.

To the extent we are subject to increased regulatory requirements, we could become subject to increased compliance-related costs and risks, including potential enforcement and litigation.

Such ESG matters may also impact our suppliers and customers, which may compound or cause new impacts on our business, financial condition or results of operations.

- we may be exposed to tariffs or similar trade impairments;

- international sales may expose us to longer payment cycles or collection difficulties;

- if our products fail to operate properly or contain defects or our customers are sued by third parties due to our products, we may be liable under indemnification provisions with our customers;

COVID-19 vaccines have been approved and become available for use in the United States and certain other countries.

In addition, although economic activity has begun to improve in recent months from the global reduction in economic activity in calendar year 2020 caused by the COVID-19 pandemic, the pace of economic recovery remains uneven in various geographies, and the resumption of growth has caused us to experience new constraints in our supply chain as discussed below.

We expect that these conditions will continue in the foreseeable future.

In addition, changes in environmental regulations (including regulations relating to climate change and greenhouse gas emissions) could require us to invest in potentially costly pollution control equipment, alter our manufacturing processes or use substitute (potentially more expensive and/or rarer) materials.

Further, we use hazardous and other regulated materials that subject us to risks of strict liability for damages caused by any release, regardless of fault.

services rendered.

In addition, we may lose key employees of the acquired companies.

- we may have difficulty implementing a cohesive framework of internal controls over the entire organization;

- we may incur unforeseen obligations or liabilities in connection with acquisitions.

In addition to and in connection with the Israel Tax Authority (“ITA”) Assessment described in more detail in Note 14 “Income Taxes” to our Consolidated Financial Statements, there is an ongoing criminal investigation against our Orbotech subsidiary, certain of its employees and its tax consultant that began prior to the Acquisition Date.

We can make no assurances that an indictment will not result from the criminal investigation.

Furthermore, President Biden put forth several corporate income tax proposals during his campaign, including a significant increase in the corporate income tax rate and changes in the taxation of non-U.S. income.

While it is too early to predict the outcome of these proposals, if enacted, they could have a material impact on our income tax liability.

In addition, our management typically provides quarterly forecasts for certain financial metrics, which, when made, are based on business and operational forecasts that are believed to be reasonable at the time.

However, largely due to the historical cyclicality of our business and the industries in which we operate, and the fact that business conditions in our industries can change very rapidly as part of these cycles, our actual results may vary (and have varied in the past) from forecasted results.

These variations can occur for any number of reasons, including, but not limited to, unexpected changes in the volume or timing of customer orders, product shipments or product acceptance; an inability to adjust our operations rapidly enough to adapt to changing business conditions; or a different than anticipated effective tax rate.

The impact on our business of delays or cancellations of customer orders may be exacerbated by the short lead times that our customers expect between order placement and product shipment.

This is because order delays and cancellations may lead not only to lower revenues, but also, due to the advance work we must do in anticipation of receiving a product order to meet the expected lead times, to significant inventory write-offs and manufacturing inefficiencies that decrease our gross margin.

Any of these factors could materially and adversely affect our financial results for a particular quarter and could cause those results to differ materially from financial forecasts we have previously provided.

We provide these forecasts with the intent of giving investors and analysts a better understanding of management’s expectations for the future, but those reviewing such forecasts must recognize that such forecasts are comprised of, and are themselves, forward-looking statements subject to the risks and uncertainties described in this Item 1A and elsewhere in this report and in our other public filings and public statements.

If our operating or financial results for a particular period differ from our forecasts or the expectations of investment analysts, or if we revise our forecasts, the market price of our common stock could decline.

Our competitive advantage and future business

In November 2017, we entered into a Credit Agreement (the “Credit Agreement”) providing for a $750.0 million five-year unsecured Revolving Credit Facility (the “Revolving Credit Facility”), which replaced our prior Credit Facility.

We have no borrowings under our Revolving Credit Facility, and an additional $1.00 billion in unfunded commitments.

For example, at the same time we announced our intention to acquire Orbotech, we also announced a new stock repurchase program authorizing the repurchase up to $3.00 billion of our common stock, a large portion of which may be financed with new indebtedness.

arrangements or a lack of access to our funds, any of which could have an adverse impact upon our operating results, financial condition and cash flows.

[removed: Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors,] including but not limited to those discussed in Item 1A “Risk Factors” and elsewhere in this Annual Report on Form 10-K (see “Special Note Regarding Forward-Looking Statements”).

Discussions and analysis of fiscal year [removed: 2020] [added: 2021] as compared against fiscal year [removed: 2019] [added: 2020] have been omitted and can be found in Item 7 of our Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2020,] [added: 2021,] filed with the SEC.

Other demand trends include the growth of end-market drivers such as AI, the deployment of 5G telecommunications technology and associated high-end mobile devices, the electrification and digitalization of the automotive industry, the revival of personal computer [added: (“PC”)] demand and associated innovations to support remote work, virtual collaboration, remote learning and entertainment, and the growth of the [removed: Internet of Things (“IoT”).][added: IoT.]

As a result of these factors, we saw a general strengthening of demand for our products throughout fiscal [removed: 2021.][added: 2021 and fiscal 2022.]

- PCB, Display and Component Inspection: a range of inspection, testing and measurement, and [removed: DI] [added: direct imaging] for patterning products used by manufacturers of PCBs, FPDs, advanced packaging, MEMS, and other electronic components.

A majority of our revenues are derived from outside the [removed: United States,] [added: U.S.,] and include geographic regions such as [removed: Taiwan,] China, [added: Taiwan,] Korea, Japan, Europe and Israel, and Rest of Asia.

[added: Government initiatives are propelling China to expand its domestic manufacturing capacity and attracting investment from semiconductor manufacturers from Taiwan, Korea, Japan and the U.S.] Although China is currently seen as an important long-term growth region for the semiconductor and electronics capital equipment sector, Commerce has added certain China-based entities to the U.S. Entity List, restricting our ability to provide products and services to such entities without a license.

[added: In addition, Commerce has imposed new export licensing requirements] on China-based customers engaged in military end uses, as well as requiring our customers to obtain an export license when they use certain semiconductor capital equipment based on U.S. technology to manufacture products connected to Huawei or its affiliates.

The following table sets forth some of our key consolidated financial information for each of our last three fiscal [removed: years(1):][added: years:]

| (Dollar amounts in thousands, except diluted net income per share) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Total revenues | | | $ | [removed: 6,918,734] [added: 9,211,883] | | | | | $ | [removed: 5,806,424] [added: 6,918,734] | | | | | $ | [removed: 4,568,904] [added: 5,806,424] | |

| Costs of revenues | | | $ | [removed: 2,772,165] [added: 3,592,441] | | | | | $ | [removed: 2,449,561] [added: 2,772,165] | | | | | $ | [removed: 1,869,377] [added: 2,449,561] | |

| Gross margin | | | [removed: 60] [added: 61] | | % | | | | [removed: 58] [added: 60] | | % | | | | [removed: 59] [added: 58] | | % |

| Net income attributable to [removed: KLA(2)] [added: KLA(1)] | | | $ | [removed: 2,078,292] [added: 3,321,807] | | | | | $ | [removed: 1,216,785] [added: 2,078,292] | | | | | $ | [removed: 1,175,617] [added: 1,216,785] | |

| Diluted net income per share attributable to KLA | | | $ | [removed: 13.37] [added: 21.92] | | | | | $ | [removed: 7.70] [added: 13.37] | | | | | $ | [removed: 7.49] [added: 7.70] | |

For additional [removed: details,] [added: details on the forward contracts,] refer to Note [removed: 6 “Business Combinations”] [added: 17 “Derivative Instruments and Hedging Activities”] to our Consolidated Financial Statements.

[removed: (2)Our] [added: (1)Our] net income attributable to KLA for the year ended June 30, 2020 includes a pre-tax goodwill impairment charge of $256.6 million and a pre-tax charge of $22.5 million as a result of the extinguishment of debt.

Events surrounding the [added: ongoing] COVID-19 pandemic had resulted in a reduction in economic activity across the globe in calendar year [removed: 2020.][added: 2020 and early 2021.]

Vaccinations and pandemic containment measures have now created an environment that is driving economic growth, even as [added: the] pace of economic recovery remains uneven in various geographies.

[removed: The] [added: On the other hand, the] resumption of growth has caused us to experience new constraints in our supply chain.

Supply [added: chain] lead times are extended and shortages have sometimes required us to [added: plan further ahead and] increase our purchase commitments to secure critical components on a timely basis.

While all of our global [added: manufacturing] sites are currently operational, any local pandemic outbreaks [added: or advent of new variants have required and] could [added: in the future] require us to temporarily curtail production levels or temporarily cease operations based on government [removed: mandates.][added: mandates or due to outbreaks affecting our manufacturing employees.]

We remain committed to the health and safety of our employees, contractors, suppliers, [removed: customers,] [added: customers] and communities, and are following government policies and recommendations designed to slow the spread of COVID-19.

We are working with government authorities in the jurisdictions where we operate, and [removed: continuing] [added: continue] to monitor our operations in an effort to ensure we follow government requirements, relevant regulations, industry standards, and best practices to help safeguard our team members, while safely continuing operations to the extent possible at our sites across the globe.

We [removed: will continue to actively monitor the situation and] may take further actions [removed: altering] [added: or alter] our business operations that we determine are in the best interests of our employees, customers, partners, suppliers, and stakeholders, or as required by federal, state, or local authorities.

CRITICAL ACCOUNTING [removed: ESTIMATES AND POLICIES][added: ESTIMATES]

Revenue Recognition. We primarily derive revenue from the sale of process control and [removed: yield management] [added: process-enabling] solutions for the semiconductor and related [removed: nanoelectronics] [added: electronics] industries, maintenance and support of all these products, installation and training services, and the sale of spare parts.

The transaction consideration, including any sales incentives, is allocated between separate performance obligations of an arrangement based on the stand-alone selling [removed: prices] [added: price] (“SSP”) for each distinct product or service.

In circumstances in which revenue is recognized prior to the product acceptance, the [removed: portion] [added: fair value] of revenue associated with our performance obligations to install [added: the] product is deferred and recognized [removed: upon acceptance.][added: as revenue at a point in time, once installation is complete.]

*Services [removed: and Spare Parts] Revenue*

Critical estimates in valuing certain acquired intangible assets include, but are not limited to, future expected cash flows including revenue growth rate assumptions from product sales, customer contracts and acquired technologies, expected costs to develop IPR&D into commercially viable products, estimated cash flows from the projects when completed, including [added: assumptions associated with the technology migration curve, estimated royalty rates used in valuing technology related intangible assets, and discount rates.]

The discount rates used to discount expected future cash flows to present value are typically derived from a weighted-average cost of capital [added: (“WACC”)] analysis and adjusted to reflect inherent risks.

[removed: Upon] [added: After] the conclusion of the measurement period or final determination of the fair value of the purchase price of our acquisitions, whichever comes first, any subsequent adjustments are recorded to our Consolidated Statements of Operations.

Accounting for Stock-Based Compensation Plans. Compensation expense for [removed: restricted stock units (“RSUs”)] [added: RSUs] with performance metrics is calculated based upon expected achievement of the metrics specified in the grant, or when a grant contains a market condition, the grant date fair value using a Monte Carlo simulation.

Goodwill and Purchased Intangible Assets - Impairment Assessments. We review goodwill for impairment annually during our third fiscal quarter [removed: as well as] [added: or] whenever events or changes in circumstances indicate the carrying value may not be fully recoverable.

When assessing goodwill for impairment, an initial assessment of qualitative factors determines whether the [added: existence of events and circumstances indicates it is more likely than not that the fair value of a reporting unit is less than its carrying value.]

[removed: existence of events and circumstances indicates] [added: If we determine] it is more likely than not that the fair value of a reporting unit is less than its carrying [removed: value.][added: value, a]

[removed: If we determine it is more likely than not that the fair value of a reporting unit is less than its carrying value, a] quantitative test is then performed by estimating the fair value of the reporting unit and comparing it to its carrying value including goodwill.

Discount rates are based on a [removed: weighted-average cost of capital (“WACC”),] [added: WACC,] which represents the average rate a business must pay its providers of debt and equity, plus a risk premium.

[added: The first step is to evaluate the tax position for recognition by determining if the] weight of available evidence indicates that it is more likely than not that the position will be sustained in audit, including resolution of related appeals or litigation processes, if any.

Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors,

While demand for our products remains strong, the recent macro-economic uncertainty and resulting impact on consumer demand is a development we are monitoring closely.

Some of our customers, particularly in the PC and mobile device end markets, are experiencing market softening in the past few months, and we have seen memory pricing in those markets weaken as well.

While our concerns are elevated, we continue to see strong demand from our customers.

Any push out or cancellation of deliveries by our customers could cause earnings volatility, due to increases in risk of inventory related charges as well as the timing of revenue recognition.

On one hand, the semiconductor and capital equipment industry has experienced multiple growth drivers, including acceleration of the pace of virtual engagement and digitization driven by COVID-19 related travel restrictions and quarantines.

We continue to monitor our supply chain and work with our suppliers to identify and mitigate potential gaps to ensure continuity of supply.

Our portfolio includes yield enhancement and production solutions for manufacturing wafers and reticles, ICs, packaging, PCBs and FPDs, as well as comprehensive support and services across our installed base.

tax law, effectively settled issues under audit and new audit activities.

We elect to account for GILTI as a component of current period tax expense and not recognize deferred tax assets and liabilities for the basis differences expected to reverse as a result of GILTI provisions.

The increase in product revenues by 39% in the fiscal year ended June 30, 2022 compared to the prior fiscal year is primarily attributable to strong demand for many of our products, especially our inspection, metrology and specialty semiconductor process portfolios as customers prioritize technology development investments and also expand their capacity to meet resilient semiconductor end customer demand.

| (Dollar amounts in thousands) | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | FY22 vs. FY21 | | | | | | | | | | | | FY21 vs. FY20 | | | | | | | | |

The increase in revenues from our Specialty Semiconductor Process segment, which comprises etching and deposition solutions for advanced packaging and specialty semiconductor markets, is primarily driven by advances in the IC packaging technology roadmap and growth in demand for automotive power, RF filters and MEMS devices.

The revenue from our PCB, Display and Component Inspection segment was relatively flat in fiscal 2022 as compared to fiscal 2021.

| North America | | | 928,043 | | | | | | 10 | | % | | | | 765,974 | | | | | | 11 | | % | | | | 651,328 | | | | | | 11 | | % |

| | | | | | |

| (Dollar amounts in thousands) | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | FY22 vs. FY21 | | | | | | | | | | | | FY21 vs. FY20 | | | | | | | | |

| Other | | | — | | | | | | (68) | | | | | | (63) | | | | | | 68 | | | | | | 100 | | % | | | | (5) | | | | | | (8) | | % |

- The segment gross profits of the PCB, Display and Component Inspection and Other segments decreased primarily due to a less favorable mix of products and services sold as well as an increase in other service and manufacturing costs.

| (Dollar amounts in thousands) | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | FY22 vs. FY21 | | | | | | | | | | | | FY21 vs. FY20 | | | | | | | | |

| (Dollar amounts in thousands) | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | FY22 vs. FY21 | | | | | | | | | | | | FY21 vs. FY20 | | | | | | | | |

SG&A expenses during the fiscal year ended June 30, 2022 increased compared to the fiscal year ended June 30, 2021, primarily due to increases in the following: employee-related expenses of $55.7 million as the result of additional headcount, higher employee benefit costs and variable compensation; depreciation expense of $24.2 million; consulting costs of $15.7 million; facility and office expenses of $11.2 million; travel expenses of $6.4 million; and external sales commissions and trade shows of $6.1 million.

Over the last few years, management approved plans to streamline our organization and business processes, which included reductions of workforce.

Restructuring charges were $1.0 million for the year ended June 30, 2022.

| (Dollar amounts in thousands) | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | FY22 vs. FY21 | | | | | | | | | | | | FY21 vs. FY20 | | | | | | | | |

- Tax expense decreased by $392.7 million relating to a non-recurring tax benefit resulting from the intra-entity transfers of certain intellectual property rights during the fiscal year ended June 30, 2022;

- Tax expense increased by $21.2 million relating to a non-deductible decrease in the assets held within our Executive Deferred Savings Plan (“EDSP”) during the fiscal year ended June 30, 2022.

or decreases in the assets held within our EDSP, the tax effects of employee stock activity and the effectiveness of our tax planning strategies.

For discussions on tax examinations, assessments and certain related proceedings, see Note 14 “Income Taxes” to our Consolidated Financial Statements.

| (Dollar amounts in thousands) | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

As of March 31, 2022 an aggregate of $0.70 billion was available for repurchase under our stock repurchase program.

In June 2022, the Board of Directors authorized an additional $6.00 billion for share repurchases.

On June 23, 2022, the Company executed ASR Agreements with two financial institutions to repurchase shares of our common stock in exchange for an upfront payment of $3.00 billion.

The Company received initial deliveries totaling approximately 6.5 million shares on June 24, 2022, which represented 70% of the prepayment amount at the then prevailing market price of the Company's shares of stock.

The initial shares delivered were retired immediately upon settlement and treated as repurchases of the Company's common stock for purposes of earnings per share calculations.

The value of the shares yet to be delivered to the Company for the remainder of the upfront payment of approximately $0.90 billion was recorded as an unsettled forward contract, classified within stockholders’ equity.

The delivery of any remaining shares would occur at the final settlement of the transactions under the ASR Agreements, which is scheduled for the second quarter of fiscal 2023, subject to earlier termination under certain limited circumstances, as set forth in the ASR Agreements.

The total number of shares received under the ASR Agreements will be based on the volume-weighted average prices of the Company's stock during the term of the ASR Agreements, less an agreed-upon discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreements.

- An increase in gains from currency and interest rate derivatives used for risk management purposes of approximately $99 million during the fiscal year ended June 30, 2022 compared to the fiscal year ended June 30, 2021; partially offset by the following items:

*Cash Flows Used in Investing Activities*

Our customer base, particularly in the semiconductor industry, has become increasingly concentrated, so large orders from a relatively limited number of customers account for a substantial portion of our sales, which potentially exposes us to more earnings volatility.

Government initiatives are propelling China to expand its domestic manufacturing capacity and attracting investment from semiconductor manufacturers from Taiwan, Korea, Japan and the United States.

In addition, Commerce has imposed new export licensing requirements

__________________

(1)On February 20, 2019, we completed the Orbotech Acquisition for total consideration of approximately $3 billion.

The operating results of Orbotech have been included in our Consolidated Financial Statements from the Acquisition Date.

Our efforts to respond to the COVID-19 pandemic have included health screenings, social distancing, employee separation protocols at our facilities, suspension of non-essential business travel and work from home to the extent possible.

We believe these actions are appropriate and prudent to safeguard our employees, contractors, suppliers, customers, and communities, while allowing us to safely continue operations.

Our portfolio also includes yield enhancement and production solutions used by manufacturers of PCBs, FPDs, advanced packaging, MEMS and other electronic components.

Installation services include connecting and validating configuration of the product.

In addition, several testing protocols are completed to confirm the equipment is performing to customer specifications.

Revenues from product installation are deferred and recognized at a point in time, once installation is complete.

assumptions associated with the technology migration curve, estimated royalty rates used in valuing technology related intangible assets, and discount rates.

The first step is to evaluate the tax position for recognition by determining if the

As a result, our deferred tax assets and liabilities were evaluated to determine if the deferred tax assets and liabilities should be recognized for the basis differences expected to reverse as a result of GILTI provisions that are effective for us after the fiscal year ending June 30, 2018, or if the tax on GILTI provisions should be recognized as period costs in each year incurred.

We elected to account for GILTI as a component of current period tax expense starting from the first quarter of the fiscal year ending June 30, 2019.

These increases were partially offset by softer demand and oversupply in the display markets.

(2)Orbotech was acquired on February 20, 2019.

Revenue from our Semiconductor Process Control segment increased by 21% in the fiscal year ended June 30, 2021 compared to the prior year primarily due to a strong demand for many of our products, especially from our inspection and metrology portfolios.

The increase in revenues from our Specialty Semiconductor Process and PCB, Display and Component Inspection segments is primarily driven by continued growth in advanced packaging, high-performance computing technologies and 5G infrastructure, partially offset by softer demand and oversupply in the FPD market.

We have revised the fiscal 2020 revenue by geographic regions as presented below as well as in Note 19 “Segment Reporting and Geographic Information.” The revisions were to correct the amount of revenue allocated to each geographic region.

These revisions had no impact on the previously issued Consolidated Balance Sheet, Statements of Operations, Statements of Cash Flows, Statements of Comprehensive Income (Loss) or Statements of Stockholders’ Equity as of and for the year-ended June 30, 2020 and we determined that the impact of the revisions was not material to our previously issued Consolidated Financial Statements.

| United States | | | 765,974 | | | | | | 11 | | % | | | | 651,328 | | | | | | 11 | | % | | | | 596,452 | | | | | | 13 | | % |

| Intangible amortization | | | (1.6) | | % |

costs, including the efficiencies with which we deliver services to our customers, and the effectiveness with which we manage our production plans and inventory risk.

| Other(2) | | | (68) | | | | | | (63) | | | | | | 1,102 | | | | | | (5) | | | | | | (8) | | % | | | | (1,165) | | | | | | (106) | | % |

(2) Orbotech was acquired on February 20, 2019.

This is partially offset by a decrease in travel-related expense of $11.3 million.

SG&A expenses during the fiscal year ended June 30, 2021 decreased compared to the fiscal year ended June 30, 2020, primarily due to a decrease in travel-related expenses of $25.4 million and a decrease in depreciation and intangible amortization expense of $19.3 million.

These decreases were partially offset by an increase in employee-related expenses of $19.5 million as the result of additional headcount, higher employee benefit costs and variable compensation, an increase in facility and office expense of $9.7 million, and higher consulting costs of $6.6 million.

In September 2019, management approved a plan to streamline our organization and business processes that included the reduction of workforce, primarily in our PCB, Display and Component Inspection segment.

We had no loss on extinguishment of debt in the year ended June 30, 2021.

- Tax expense increased by $41.1 million during the fiscal year ending June 30, 2021 relating to an increase in our deferred tax liability on purchased intangibles due to an increase in the United Kingdom statutory income tax rate effective April 2023; and

- Tax expense decreased by $34.3 million relating to the impact of an internal restructuring during the fiscal year ended June 30, 2020; partially offset by

- Tax expense increased by $53.9 million relating to a $256.6 million goodwill impairment charge, which is non-deductible for income tax, during the fiscal year ended June 30, 2020.

Our effective tax rate during the fiscal year ended June 30, 2019 was impacted by the Tax Act, which was enacted into law on December 22, 2017.

The following items are the tax impacts as a result of the Tax Act:

- Tax expense decreased by $49.9 million relating to the reduction of the U.S. federal corporate tax rate from 28.1% to 21.0% for the fiscal year ended June 30, 2019; and

- Tax expense decreased by $19.3 million relating to the transition tax liability during the fiscal year ended June 30, 2019.

In the normal course of business, we are subject to examination by tax authorities throughout the world.

All of the potential changes noted below are based on sensitivity analyses performed on our financial position as of June 30, [removed: 2021.][added: 2022.]

As of June 30, [removed: 2021,] [added: 2022,] we had an investment portfolio of fixed income securities of [removed: $924.7 million.][added: $1.01 billion.]

If market interest rates were to increase immediately and uniformly by 100 bps from levels as of June 30, [removed: 2021,] [added: 2022,] the fair value of the portfolio would have declined by [removed: $9.6] [added: $9.4] million.

[removed: Generally, the] [added: The] fair market value of fixed interest rate notes will increase as market interest rates fall and decrease as market interest rates rise.

As of June 30, [removed: 2021,] [added: 2022,] the fair value and the book value of our Senior Notes [removed: were $3.98 billion and $3.42 billion, respectively,] due in various fiscal years ranging from [removed: 2024] [added: 2025] to [removed: 2050.][added: 2063 were $6.39 billion and $6.45 billion, respectively.]

Subject to the terms of [removed: the] Credit Agreement, the Revolving Credit Facility [added: allows us to borrow up to $1.50 billion, has a maturity date of June 8, 2027 with two one-year extension options, and] may be increased by an amount up to $250.0 million in the aggregate.

As of June 30, [removed: 2021,] [added: 2022,] we had [removed: no outstanding] [added: an] aggregate principal [removed: borrowings] [added: amount of $275.0 million outstanding] under the Revolving Credit Facility.

[removed: The] [added: Pursuant to the terms of the Credit Agreement, we are also obligated to pay an] annual commitment fee [removed: ranges from 10 bps to 25 bps] on the daily undrawn balance of the Revolving Credit [removed: Facility,] [added: Facility at a rate that ranges from 4.5 bps to 12.5 bps,] depending upon the [removed: then-effective] [added: Company's then prevailing] credit rating.

[removed: Additionally as of] [added: At] June 30, [removed: 2021,] [added: 2022,] if our credit ratings were downgraded to be below investment grade, the maximum potential increase to our annual commitment fee for the Revolving Credit Facility, using the highest range of the ranges discussed above, is estimated to be approximately $1 million.

As of June 30, [removed: 2021,] [added: 2022,] the fair value of our investment in the marketable equity security, which [removed: begun] [added: began] publicly trading on the Tokyo Stock Exchange on April 5, 2021, was [removed: $29.9] [added: $11.0] million.

Assuming a decline of 50% in market prices, the aggregate value of our investment in the marketable equity security could decrease by approximately [removed: $15] [added: $6] million, based on the value as of June 30, [removed: 2021.][added: 2022.]

See Note 5 “Marketable Securities” to our Consolidated Financial Statements in Part II, Item 8; “Liquidity and Capital Resources” in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7; and Risk Factors in Part I, Item 1A of this Annual Report on Form 10-K for a description of recent market events that may affect the value of the investments in our portfolio that we held as of June 30, [removed: 2021.][added: 2022.]

As of June 30, [removed: 2021,] [added: 2022,] we had net forward and option contracts to [removed: sell $203.5] [added: purchase $58.2] million in foreign currency in order to hedge certain currency exposures (see Note 17 “Derivative Instruments and Hedging Activities” to our Consolidated Financial Statements for additional details).

If we had entered into these contracts on June 30, [removed: 2021,] [added: 2022,] the U.S. dollar equivalent would have been [removed: $198.0] [added: $64.2] million.

A 10% adverse move in all currency exchange rates affecting the contracts would decrease the fair value of the contracts by [removed: $54.5] [added: $94.2] million.

Since February 2020, the interest rates on our Senior Notes have not been subject to credit-rating based rate adjustments.

In the fourth quarter of fiscal 2022, we replaced the Prior Credit Agreement and Prior Revolving Credit Facility with a renegotiated Credit Agreement and renegotiated unsecured Revolving Credit Facility.

Each Term SOFR Loan will bear interest at a rate per annum equal to the applicable Adjusted Term SOFR rate, which is equal to the applicable Term SOFR rate plus 10 bps that shall not be less than zero, plus a spread ranging from 75 bps to 125 bps, as determined by the Company's credit ratings at the time.

The fair value of the borrowings under the Revolving Credit Facility is subject to interest rate and credit risk due to the timing of the rate resets and changes in the market's assessment of risk of default, respectively.

As of June 30, 2022 the annual commitment fee was 9 bps.

The interest expense for the 2014 Senior Notes was subject to interest rate adjustments following a downgrade of our credit ratings below investment grade by the credit rating agencies.

In February 2020, S&P upgraded its credit rating of the Company to “BBB+” and revised its outlook to stable, which permanently removed interest rate adjustments and the interest rate on the 2014 Senior Notes became fixed.

Unlike the 2014 Senior Notes, the interest rates for each series of the 2020 Senior Notes and 2019 Senior Notes are not subject to such adjustments.

In November 2017, we entered into a Credit Agreement (the “Credit Agreement”) for a $750.0 million five-year unsecured Revolving Credit Facility (the “Revolving Credit Facility”), which replaced our prior Credit Agreement.

In November 2018, we entered into an Incremental Facility, Extension and Amendment Agreement (the “Amendment”), which amends the Credit Agreement to (a) extend the Maturity Date from November 30, 2022 to November 30, 2023, (b) increase the total commitment by $250.0 million and (c) effect certain other amendments to the Credit Agreement as set forth in the Amendment.

After giving effect to the Amendment, the total commitments under the Credit Agreement amount to $1.00 billion.

As of June 30, 2020, we elected to pay interest on the borrowed amount under the Revolving Credit Facility at the LIBOR plus a spread.

The spread ranges from 100 bps to 175 bps based on the adjusted credit rating.

The fair value of the borrowings under the Revolving Credit Facility is subject to interest rate risk only to the extent of the fixed spread portion of the interest rates which does not fluctuate with changes in interest rates.

We are also obligated to pay an annual commitment fee of 10 bps on the daily undrawn balance of the Revolving Credit Facility which is subject to an adjustment in conjunction with our credit rating downgrades or upgrades.

We [removed: provide] [added: focus on providing comprehensive resources for the full breadth of process control, process-enabling and yield management] solutions for manufacturing and testing wafers and reticles, [removed: integrated circuits (“IC” or “chip”),] [added: ICs,] packaging, light-emitting diodes (“LED”), power devices, compound semiconductor devices, [removed: microelectromechanical systems (“MEMS”),] [added: MEMS,] data storage, [removed: PCBs,] [added: PCBs and] flat and flexible panel displays, [removed: and general materials research,] as well as [removed: providing contracted and comprehensive installation and maintenance services across our installed base.][added: general materials research.]

On February 20, [removed: 2019 (the “Acquisition Date” relating to this specific acquisition),] [added: 2019,] KLA completed the acquisition of Orbotech, Ltd. [removed: (the “Orbotech Acquisition” and “Orbotech,” respectively ),] [added: (“Orbotech”),] a global supplier of yield-enhancing and process-enabling solutions for the manufacture of electronics products, in order to target growth opportunities in new and expanding end markets.

We [removed: transformed our organizational structure] [added: are organized] into four reportable segments: Semiconductor Process Control; Specialty Semiconductor Process; PCB, Display and Component Inspection; and Other.

Within the Semiconductor Process Control segment, our comprehensive portfolio of inspection, metrology and [removed: data analytics] [added: software] products, and related services, help [removed: integrated circuit] [added: IC, wafer, reticle and chemical/materials] manufacturers achieve target [removed: yield] [added: yields] throughout the entire [removed: semiconductor] fabrication process, from R&D to final volume production.

[removed: KLA’s portfolio of differentiated] [added: These] products and services are designed to provide comprehensive solutions to help customers accelerate development and production ramp cycles, achieve higher and more stable [removed: semiconductor die] [added: product] yields and improve their overall profitability.

[removed: In the] [added: The] Specialty Semiconductor Process [removed: segment, KLA] [added: segment] develops and sells advanced vacuum deposition and etching process tools, which are used by a broad range of specialty semiconductor customers, including manufacturers of MEMS, [removed: radio frequency (“RF”)] [added: RF] communication [removed: semiconductors,] [added: chips] and power semiconductors for automotive and industrial applications.

[removed: In the] [added: The] PCB, Display and Component Inspection [removed: segment, KLA] [added: segment] enables electronic device manufacturers to inspect, test and measure PCBs, [removed: flat panel displays (“FPD”)] [added: FPDs] and [added: packaged] ICs to verify their quality, [removed: deposit a] pattern [removed: of] [added: the] desired electronic circuitry on the relevant substrate and perform three-dimensional shaping of metalized circuits on multiple surfaces.

[removed: KLA’s] [added: Our] suite of advanced products, coupled with [removed: its] [added: our] unique yield management software and services, allow us to deliver the solutions our [removed: semiconductor, PCB and display] customers need to achieve their productivity [removed: goals] [added: goals, including improving yields and reducing waste,] by significantly reducing their risks and costs and improving their overall profitability and return on [removed: investment (“ROI”).][added: investment.]

The Annual [removed: Report] [added: Reports] on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge on the website as soon as reasonably practicable after they are electronically filed with or furnished to the SEC.

The semiconductor fabrication process begins with a bare silicon [removed: wafer—a] [added: wafer - a] round disk that is typically 200 millimeters [added: or 300 millimeters in diameter, about as thick as a credit card and gray in color.]

The fabrication of a semiconductor [removed: chip(or] [added: chip (or] “semiconductor”) is accomplished by depositing a series of film layers that act as conductors, semiconductors or insulators on bare wafers.

Growth of virtual engagement [removed: has] [added: and the pace of digitization have] been driven by COVID-19 related travel restrictions and quarantines, [removed: as well as] work from home requirements, and advances in healthcare and industrial applications.

These factors together with the increasing adoption of electric vehicles and intelligence in automobiles are powering leading-edge [added: design] node technology investments and capacity expansions.

[removed: Finally,] China continues to emerge as a major region for the manufacturing of logic and memory chips, adding to its role as the world’s largest consumer of ICs.

Leading semiconductor manufacturers are investing in simultaneous production integration of multiple new process technologies, some requiring new substrate and film materials, new geometries, [added: new transistor architectures, new power distribution schemes,] advanced multi-patterning optical and extreme ultraviolet (“EUV”) lithography, and advanced packaging techniques.

While many of these technologies have been adopted at the development and pilot production stages of semiconductor manufacturing, significant challenges and risks associated with each technology have affected the adoption of these technologies into [removed: full-volume] [added: high-volume] production.

New process [removed: materials, such as photoresists for EUV lithography,] [added: materials] require extensive characterization before they can be used in the manufacturing process.

Construction of an advanced [removed: wafer] [added: IC] fabrication facility today can cost well above $10 billion, substantially more than previous-generation facilities.

[removed: These offerings] [added: Our products and services for IC, wafer, reticle, original equipment manufacturer (“OEM”) and chemical/materials manufacturing] are designed to [added: provide comprehensive solutions that] help our customers accelerate [removed: their] development and production ramp cycles, achieve higher and more stable [removed: semiconductor die] [added: product] yields and improve their overall profitability.

[removed: *IC Component Inspection] [added: | PCB, Display] and [removed: Metrology*][added: Component Inspection | | | | | | | | |]

[added: |] Specialty Semiconductor [removed: Process:][added: Process | | | | | | | | |]

[removed: KLA Services:][added: Services]

[removed: | | | | Reticle Manufacturing] [added: Our reticle systems support quality control during manufacturing of optical] and [removed: Quality Control | | | | | | | | | |][added: EUV reticle types.]

We count among our largest customers the leading semiconductor, semiconductor-related and electronic device manufacturers in [removed: each of these regions.][added: Asia, the U.S. and Europe.]

For the fiscal years ended June 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] the following customers each accounted for more than 10% of total revenues, primarily in the Semiconductor Process Control segment:

| [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Samsung Electronics Co., Ltd. | | | | | | Samsung Electronics Co., Ltd. | | | | | | [added: Samsung Electronics Co., Ltd.] | | |

Downturns in the semiconductor or other industries in which we operate, or slowdowns in the worldwide economy as well as customer [removed: consolidation] [added: consolidation,] could have a material adverse effect on our future business and financial results.

We have direct sales forces in Asia, the [removed: United States] [added: U.S.] and Europe.

We maintain an export compliance program that is designed to meet the requirements of [removed: the United States Departments of] Commerce [removed: (“Commerce”)] and [added: the U.S. Department of] State.

In addition to sales and service offices in the [removed: United States,] [added: U.S.,] we conduct sales, marketing and services out of subsidiaries or branches in [removed: other] [added: many] countries, [removed: including] [added: some of the largest include] China, Germany, Israel, [removed: United Kingdom,] Japan, [added: Korea,] Singapore, [removed: Korea] [added: Taiwan] and [removed: Taiwan.][added: the United Kingdom.]

International revenues accounted for approximately [removed: 89%,] [added: 90%,] 89%, and [removed: 87%] [added: 89%] of our total revenues in the fiscal years ended June 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively.

We believe that sales outside the [removed: United States] [added: U.S.] will continue to be a significant percentage of our total revenues.

Our ability to compete in this area is dependent upon the continuation of favorable trading relationships between countries in the region and the [removed: United States,] [added: U.S,,] and our continuing ability to maintain satisfactory relationships with leading semiconductor companies in the region.

Although we attempt to manage some of the currency risk inherent in non-U.S. dollar product sales through hedging activities, there can be [removed: no assurance that such efforts will be adequate.]

Our backlog, which represents our performance obligation to deliver products and services, totaled [removed: $4.69] [added: $13.11] billion and [removed: $2.13] [added: $4.69] billion as of June 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively, and primarily consists of sales orders where written customer requests have been [removed: received and a majority of the delivery is anticipated within the next 12 months.][added: received.]

Our key R&D activities during the fiscal year ended June 30, [removed: 2021] [added: 2022] involved the development of process control and process-enabling solutions for a broad range of industries including semiconductors, PCBs and displays.

Our in-house manufacturing activities consist primarily of assembling and testing components and subassemblies that are acquired through third-party vendors and integrating those subassemblies into our [removed: finished products.]

Our principal manufacturing activities take place in the [removed: United States,] [added: U.S.,] Singapore, Israel, Germany, United Kingdom, Italy and China.

Through our business interruption planning, we endeavor to minimize the risk of production interruption by, among other things, monitoring the financial condition of suppliers of key parts and raw materials, [added: providing financial support and incentives to encourage vendors to increase capacity when required,] identifying (but not necessarily qualifying) possible alternative suppliers of such parts and materials, and ensuring adequate inventories of key parts and raw materials are available to maintain manufacturing schedules.

KLA Corporation and its majority-owned subsidiaries (“KLA” or the “Company” and also referred to as “we,” “our,” “us,” or similar references) is a supplier of industry-leading equipment and services that enables innovation throughout the electronics industry.

We provide advanced process control and process-enabling solutions for manufacturing wafers, reticles, chemicals/materials, integrated circuits (“IC” or “chip”), packaged ICs, printed circuit boards (“PCB”), and flat panel displays (“FPD”), as well as comprehensive support and services across our installed base.

Within the Specialty Semiconductor Process segment, which includes the SPTS business, KLA develops and sells advanced vacuum deposition and etching process tools, which are used by a broad range of specialty semiconductor customers, including manufacturers of microelectromechanical systems (“MEMS”), radio frequency (“RF”) communication semiconductors, and power semiconductors for automotive and industrial applications.

Within the PCB, Display and Component Inspection segment, which includes the PCB, FPD, Frontline and ICOS businesses, KLA enables electronic device manufacturers to inspect, test and measure PCBs, FPDs and packaged ICs to verify their quality, pattern the desired electronic circuitry on the relevant substrate and perform three-dimensional shaping of metalized circuits on multiple surfaces.

Regionalization of semiconductors has become a trend as access to semiconductors is viewed from the lens of national security.

Although China is currently seen as an important long-term growth region for the semiconductor capital equipment sector, the U.S. Department of Commerce (“Commerce”) has added certain China-based entities to the U.S. Entity List, restricting our ability to provide products and services to such entities without a license.

In addition, Commerce has imposed export licensing requirements on China-based customers engaged in military end uses, as well as requiring our customers to obtain an export license when they use certain semiconductor capital equipment based on U.S. technology to manufacture products connected to Huawei or its affiliates.

While these new rules have not significantly impacted our operations to date, such actions by the U.S. government or another country could impact our ability to provide our products and services to existing and potential customers and adversely affect our business.

no assurance that such efforts will be adequate.

The Semiconductor Process Control segment offers a comprehensive portfolio of inspection, metrology and software products and related services, which support the semiconductor ecosystem from R&D to final volume production.

For IC manufacturing, our systems support production of all chip types including advanced logic, DRAM, 3D NAND, power devices, MEMS, legacy design node chips and more.

Our substrate manufacturing systems support the production of a broad range of wafer types and sizes including silicon, prime silicon SOI, sapphire, glass, wide bandgap substrates (e.g., SiC, GaN) and more.

We also produce products that support chemical/materials quality control, and process tool development and qualification.

The Semiconductor Process Control segment offers a variety of solutions and products, including:

| Segment | | | Technologies | | | Products | | |

| Semiconductor Process Control | | | | | | | | |

| | | | IC Manufacturing: Wafer Inspection and Review Inspection and review tools are used to identify, locate, characterize, review, and analyze defects on various surfaces of patterned and unpatterned wafers. | | | 39xx Series, 29xx Series, C20x Series, eSL10™, Voyager® Series, 8 Series, Puma™ Series, CIRCL™, Surfscan® Series, eDR7xxx™ Series, Kronos™ Series. | | |

| | | | IC Manufacturing: Wafer Metrology Metrology tools are used to measure pattern dimensions, film thicknesses, layer-to-layer alignment, pattern placement, surface topography and electro-optical properties for wafers. | | | Archer™ Series, ATL™ Series, SpectraShape™ Series, SpectraFilm™ Series, Aleris® Series, PWG™ Series, Therma-Probe® Series, OmniMap® RS-xxx Series, MicroSense® product family, CAPRES product family. | | |

| | | | Wafer and Substrate: Defect Inspection and Metrology Defect inspection and metrology systems are used to help substrate manufacturers manage quality throughout the wafer fabrication process by assessing wafer geometry and surface quality, and detecting defects. | | | Surfscan® Series, WaferSight™ Series, Candela® Series, MicroSense® product family. | | |

| | | | Reticle Defect Inspection and Metrology Reticle inspection and metrology systems help blank, reticle and IC manufacturers identify defects and pattern placement errors. | | | Teron™ SL6xx Series, Teron™ 6xx Series, TeraScan™ 5xx Series, X5.x™ Series, FlashScan® Series, LMS IPRO Series. | | |

| | | | Chemical/Materials: Quality Analysis Chemical process control equipment qualifies incoming supplies, manages tool inputs, adjusts chamber/bath conditions and monitors process waste. | | | ECI Technology product family. | | |

| | | | IC and OEM Manufacturing: In Situ Process Management and Wafer Handling Diagnostics Wired and wireless sensor wafers and reticles provide comprehensive data used to visualize, diagnose and control process conditions in the equipment used to manufacture chips and reticles. Additional wafer diagnostic solutions help troubleshoot and monitor materials handling to help detect and predict mechanical behaviors that may cause wafer damage. | | | SensArray® product family, InnerSense product family. | | |

| | | | Software Products Data analysis systems centralize and analyze the data produced by inspection, metrology and process systems for IC, reticle and wafer manufacturing. These systems provide run-time process control, defect excursion identification, process corrections and defect classification to accelerate yield learning rates and reduce production risk. Patterning simulation systems use advanced models to explore critical-feature designs and manufacturability of lithography and patterning technologies. | | | Klarity® product family, 5D Analyzer®, OVALis, Anchor product family, RDC, FabVision® Series, ProDATA™, PROLITH™, I-PAT® | | |

| | | | Refurbished and Remanufactured Products Inspection and metrology systems support manufacture of larger design node chips. | | | KLA Pro products. | | |

These general purpose and lab applications tools are offered under our KLA Instruments™ brand.

| Segment | | | Technologies | | | Products | | |

| Semiconductor Process Control | | | | | | | | |

| | | | General Purpose/Lab Application Specialty Semiconductor Manufacturing, Benchtop Metrology, Surface Characterization and Electrical Property Measurement. | | | Candela® Series, HRP® -260, ZetaScan 800 Series, Zeta™ Series, Tencor™ P Series, Nano Indenter® Series, Alpha-Step® Series, Filmetrics® Series, iMicro, iNano®, Profilm3D® Series, T150 UTM, NanoFlip, InSEM® HT. | | |

The Specialty Semiconductor Process and PCB, Display and Component Inspection segments offer a variety of solutions and products, including:

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Segment | | | Technologies | | | Products | | |

| | | | Specialty Semiconductor Manufacturing Etch, plasma dicing, deposition and other wafer processing technologies and solutions for the semiconductor and microelectronics industry. | | | SPTS Omega® Series, SPTS Sigma® Series, SPTS Delta™ Series, SPTS Primaxx® Series, SPTS Xactix® Series, SPTS Mosaic™ Series, SPTS MVD Series. | | |

| | | | PCB Direct imaging, inspection, optical shaping, additive printing, and computer-aided manufacturing and engineering solutions for the PCB market. | | | Orbotech Nuvogo™ Series, Orbotech Paragon™ Series, Orbotech Diamond™ Series, Orbotech Infinitum™ Series, Orbotech Ultra Dimension™ Series, Orbotech Ultra Fusion™/ Fusion™ Series, Orbotech Discovery™ II Series, Orbotech Precise™ Series, Orbotech Ultra PerFix™/ PerFix™ Series, Orbotech Neos™ Series, Orbotech Sprint™ Series, Orbotech Emerald™ Series, Orbotech Apeiron™ Series, Frontline product family. | | |

| | | | Display Inspection and electrical testing systems to identify and classify defects, as well as systems to repair defects for the display market. | | | Orbotech Quantum™ Series, Orbotech Flare™ Series, Orbotech Array Checker™ Series, Orbotech Ignite™ Series, Orbotech Array Saver, Orbotech Prism™ Series, Orbotech OASIS. | | |

| | | | Component Inspection and metrology systems for quality control and yield improvement in advanced and traditional semiconductor packaging markets. | | | ICOS™ F16x, ICOS™ Tx Series, Zeta™-5xx/6xx. | | |

We expect to recognize approximately 40% to 50% of these performance obligations as revenue beyond the next 12 months, but this estimate is subject to constant change depending on the following: supply chain constraints; customer slot change requests as well as pushouts and cancellations, usually with limited or no penalties; and potential elevated demand levels, which could require even longer lead times.

The growth that we have experienced over the past few years has resulted in higher levels of backlog.

The supply chain disruptions caused by the ongoing pandemic as well as favorable market trends have led to customers agreeing to purchase equipment from us with lead times that are longer than our historical experience.

As the lead times for delivery of our equipment get longer, the risk increases that customers may choose to change their equipment orders due to the evolution of the customer's technological, production or market needs.

This could result in order modifications, rescheduling or even cancellations that may not be communicated to us in a timely manner, causing backlog to remain elevated until agreed with the customer.

KLA Corporation and its majority-owned subsidiaries (“KLA” or the “Company” and also referred to as “we,” “our,” “us,” or similar references) is a global leader in process control and a supplier of process-enabling solutions for a broad range of industries, including semiconductors, printed circuit boards (“PCB”) and displays.

*General Background*

or 300 millimeters in diameter, about as thick as a credit card and gray in color.

China is currently seen as an important long-term growth region for the semiconductor capital equipment sector.

The semiconductor industry continually introduces numerous technology changes to support this multi-segmented market growth.

KLA’s inspection, metrology and data analytics technologies play key roles in enabling our customers to develop and manufacture advanced semiconductor devices to support and innovate around these trends.

By developing new process control and yield management tools that help chipmakers accelerate the adoption and production of these new technologies at scale, KLA enables customers to better leverage increasingly expensive facilities and improve ROI.

Once customers’ production lines are operating at high volume, KLA’s systems monitor to ensure yields are stable and process excursions are identified for quick resolution.

In addition, each new generation’s smaller design rules, coupled with new materials, device innovation and increased in-process variability, require a subsequent increase in inspection and metrology sampling, which drives demand for KLA’s portfolio of products.

KLA systems not only analyze defectivity and metrology issues at critical points in the wafer, reticle and IC manufacturing processes, but also provide information to our customers so they can identify and address the underlying process issues.

The ability to locate the source of defects and resolve the underlying process issues enables KLA customers to improve control over their manufacturing processes, increasing their yield of high-performance parts and delivering products to market faster, thus maximizing profits.

With a broad portfolio of application-focused technologies and dedicated yield technology expertise, KLA is a key supplier of comprehensive yield management solutions for customers’ next-generation products.

KLA helps customers anticipate and respond to the challenges posed by shrinking device sizes, the transition to new production materials, new device and circuit architectures, more demanding lithography processes and new packaging techniques.

KLA’s business under SPTS Technologies Ltd. (“SPTS”), which KLA acquired through the acquisition of SPTS’s parent company, Orbotech, develops and sells differentiated custom deposition and etching solutions for fast-growing markets, such as power and analog devices, RF communication semiconductors, photonics devices and MEMS.

These devices, which are often built on non-traditional substrates like SiC and GaN, have become critical to accelerating some of the secular trends in automotive, industrial and communication industries.

For instance, infrastructure for 5G creates demand for RF components, sometimes built on GaN substrate.

New SiC based power devices are moving into volume production for electric vehicles.

In addition, high-density packaging is growing to support premium smartphones and AI computing chips in data centers.

KLA’s Orbotech business provides a comprehensive portfolio of PCB services and solutions to accelerate technology transitions and production ramp.

Our portfolio includes inline inspection tools to monitor the quality of PCB fabrication, equipment to repair defective boards, digital imaging technologies to print fine geometry according to the design, and computer aided manufacturing (“CAM”) software.

Growth in the PCB business is driven mainly by investments in 5G technology and its supporting applications: smartphones, autonomous vehicles, AI and cloud servers/high performance computing.

These applications will be based on several technological segments including flexible printed circuits (“FPC”), high density interconnect (“HDI”), PCBs, and IC substrates.

KLA’s Orbotech business also provides complete yield management solutions for the FPD market including automated optical inspection (“AOI”) systems, repair technologies and electrical testers.

An accelerated transition to organic light emitting diode (“OLED”) displays to serve the mobile market, introduction of OLED technology for large size televisions, and a steep ramp in liquid crystal display (“LCD”) production for televisions in China are driving the FPD business.

New technologies, such as microLED, represent a growth opportunity for KLA in the display market.

KLA’s inspection, metrology and data analytics products and related offerings can be broadly categorized as supporting customers in the following groups: Chip and Wafer Manufacturing; Reticle Manufacturing; Packaging Manufacturing; Compound Semiconductor and Hard Disk Drive Manufacturing; and General Purpose/Lab Applications.

Orbotech’s inspection, repair, imaging, additive printing, laser drilling, electrical testing, CAM, and software solutions, support customers in PCB Manufacturing and Flexible and FPD Manufacturing.

SPTS’s wafer processing equipment supports customers in Advanced Packaging Manufacturing and manufacturing of semiconductor devices such as MEMS and Sensors, high speed RF ICs, power semiconductors and LED/microLEDs.

The Company’s significant product categories are described below, followed by the broader product table.

Semiconductor Manufacturing:

*Chip and Wafer Manufacturing*

KLA’s comprehensive portfolio of defect inspection, review, metrology, patterning simulation, in situ process monitoring and data analytics products, and related service, software and other offerings, helps substrate and chip manufacturers manage quality throughout the wafer and chip fabrication processes.

*Defect Inspection and Review*

KLA’s wafer defect inspection and review systems cover a broad range of applications for IC and substrate manufacturers, including R&D, wafer qualification, reticle qualification, and tool, process and line monitoring.

Patterned and unpatterned wafer inspectors find particles, pattern defects and electrical issues on the front surface, back surface and edge of the wafer, allowing engineers to detect and monitor critical yield and reliability excursions.

Our defect review systems capture

high resolution images of the defects detected by inspection tools, helping substrate manufacturers and chipmakers identify and resolve yield issues.

Fabs rely on our high sensitivity reticle inspection systems to identify defects on reticles at an early stage and to prevent reticle defects from printing on production wafers.

By implementing our defect inspection and review systems, chipmakers and substrate manufacturers can take quick corrective action, resulting in faster quality improvement and better time to market.

*Metrology*

| | | | For the Fiscal Year Ended | | | June 30, [removed: 2021] [added: 2022] | | |

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant based upon the closing price of the registrant’s stock, as of December 31, [removed: 2020,] [added: 2021,] was approximately [removed: $39.86] [added: $64.80] billion.

The registrant had [removed: 152,737,157] [added: 141,803,776] shares of common stock outstanding as of July [removed: 19, 2021.][added: 18, 2022.]

Portions of the Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders (“Proxy Statement”) to be filed pursuant to Regulation 14A within 120 days after the registrant’s fiscal year ended June 30, [removed: 2021,] [added: 2022,] are incorporated by reference into Part III of this report.

| | | | | | | [Special Note Regarding Forward-Looking [removed: Statements](#i3435ff4b540649c892584c75f097274c_10)] [added: Statements](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_10)] | | | [removed: [ii](#i3435ff4b540649c892584c75f097274c_10)] [added: [ii](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_10)] | | |

| Item 1. | | | | | | [removed: [Business](#i3435ff4b540649c892584c75f097274c_16)] [added: [Business](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_16)] | | | [removed: [1](#i3435ff4b540649c892584c75f097274c_16)] [added: [1](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_16)] | | |

| Item 1A. | | | | | | [Risk [removed: Factors](#i3435ff4b540649c892584c75f097274c_19)] [added: Factors](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_19)] | | | [removed: [19](#i3435ff4b540649c892584c75f097274c_19)] [added: [14](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_19)] | | |

| Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#i3435ff4b540649c892584c75f097274c_22)] [added: Comments](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_22)] | | | [removed: [37](#i3435ff4b540649c892584c75f097274c_22)] [added: [32](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_22)] | | |

| Item 2. | | | | | | [removed: [Properties](#i3435ff4b540649c892584c75f097274c_25)] [added: [Properties](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_25)] | | | [removed: [37](#i3435ff4b540649c892584c75f097274c_25)] [added: [32](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_25)] | | |

| Item 3. | | | | | | [Legal [removed: Proceedings](#i3435ff4b540649c892584c75f097274c_28)] [added: Proceedings](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_28)] | | | [removed: [37](#i3435ff4b540649c892584c75f097274c_28)] [added: [33](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_28)] | | |

| Item 4. | | | | | | [Mine Safety [removed: Disclosures](#i3435ff4b540649c892584c75f097274c_31)] [added: Disclosures](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_31)] | | | [removed: [37](#i3435ff4b540649c892584c75f097274c_31)] [added: [33](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_31)] | | |

| Item 5. | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i3435ff4b540649c892584c75f097274c_37)] [added: Securities](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_37)] | | | [removed: [38](#i3435ff4b540649c892584c75f097274c_37)] [added: [34](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_37)] | | |

| Item 6. | | | | | | [removed: [\[Reserved\]](#i3435ff4b540649c892584c75f097274c_40)] [added: [\[Reserved\]](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_40)] | | | [removed: [40](#i3435ff4b540649c892584c75f097274c_40)] [added: [35](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_40)] | | |

| Item 7. | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i3435ff4b540649c892584c75f097274c_43)] [added: Operations](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_43)] | | | [removed: [40](#i3435ff4b540649c892584c75f097274c_43)] [added: [35](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_43)] | | |

| Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i3435ff4b540649c892584c75f097274c_88)] [added: Risk](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_88)] | | | [removed: [59](#i3435ff4b540649c892584c75f097274c_88)] [added: [53](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_88)] | | |

| Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#i3435ff4b540649c892584c75f097274c_91)] [added: Data](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_91)] | | | [removed: [60](#i3435ff4b540649c892584c75f097274c_91)] [added: [54](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_91)] | | |

| | | | | | | [Consolidated Balance Sheets as [removed: of] [added: of](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_94)] June 30, [removed: 202](#i3435ff4b540649c892584c75f097274c_94)[1](#i3435ff4b540649c892584c75f097274c_94) [and June 30,](#i3435ff4b540649c892584c75f097274c_94) [202](#i3435ff4b540649c892584c75f097274c_94)[0](#i3435ff4b540649c892584c75f097274c_94)] [added: 2022 [an](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_94)[d](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_94) [](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_94)2021] | | | [removed: [61](#i3435ff4b540649c892584c75f097274c_94)] [added: [55](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_94)] | | |

| | | | | | | [Consolidated Statements of Operations for each of the three years in the period [removed: ended] [added: ended](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_97)] June 30, [removed: 20](#i3435ff4b540649c892584c75f097274c_97)[21](#i3435ff4b540649c892584c75f097274c_97)] [added: 2022] | | | [removed: [62](#i3435ff4b540649c892584c75f097274c_97)] [added: [56](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_97)] | | |

| | | | | | | [Consolidated Statements of Comprehensive Income for each of the three years in the period [removed: ended] [added: ended](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_100)] June 30, [removed: 20](#i3435ff4b540649c892584c75f097274c_100)[21](#i3435ff4b540649c892584c75f097274c_100)] [added: 2022] | | | [removed: [63](#i3435ff4b540649c892584c75f097274c_100)] [added: [57](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_100)] | | |

| | | | | | | [Consolidated Statements of Stockholders’ Equity for each of the three years in the period [removed: ended June] [added: ended](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_103) [](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_103)June] 30, [removed: 202](#i3435ff4b540649c892584c75f097274c_103)[1](#i3435ff4b540649c892584c75f097274c_103)] [added: 2022] | | | [removed: [64](#i3435ff4b540649c892584c75f097274c_103)] [added: [58](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_103)] | | |

| | | | | | | [Consolidated Statements of Cash Flows for each of the three years in the period [removed: ended] [added: ended](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_106)] June 30, [removed: 202](#i3435ff4b540649c892584c75f097274c_106)[1](#i3435ff4b540649c892584c75f097274c_106)] [added: 2022] | | | [removed: [65](#i3435ff4b540649c892584c75f097274c_106)] [added: [59](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_106)] | | |

| | | | | | | [Notes to Consolidated Financial [removed: Statements](#i3435ff4b540649c892584c75f097274c_109)] [added: Statements](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_109)] | | | [removed: [66](#i3435ff4b540649c892584c75f097274c_109)] [added: [60](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_109)] | | |

| | | | | | | [Report of Independent Registered Public Accounting [removed: Firm](#i3435ff4b540649c892584c75f097274c_190)] [added: Firm](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_187)] | | | [removed: [112](#i3435ff4b540649c892584c75f097274c_190)] [added: [105](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_187)] | | |

| | | | | | | [Schedule II Valuation and Qualifying [removed: Accounts](#i3435ff4b540649c892584c75f097274c_229)] [added: Accounts](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_190)] | | | [removed: [114](#i3435ff4b540649c892584c75f097274c_229)] [added: [107](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_190)] | | |

| Item 9. | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i3435ff4b540649c892584c75f097274c_193)] [added: Disclosure](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_193)] | | | [removed: [114](#i3435ff4b540649c892584c75f097274c_193)] [added: [107](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_193)] | | |

| Item 9A. | | | | | | [Controls and [removed: Procedures](#i3435ff4b540649c892584c75f097274c_196)] [added: Procedures](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_196)] | | | [removed: [114](#i3435ff4b540649c892584c75f097274c_196)] [added: [107](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_196)] | | |

| Item 9B. | | | | | | [Other [removed: Information](#i3435ff4b540649c892584c75f097274c_199)] [added: Information](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_199)] | | | [removed: [115](#i3435ff4b540649c892584c75f097274c_199)] [added: [108](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_199)] | | |

| Item 9C. | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspection](#i3435ff4b540649c892584c75f097274c_1909)s] [added: Inspectio](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_202)[ns](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_202)] | | | [removed: [115](#i3435ff4b540649c892584c75f097274c_199)] [added: [108](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_199)] | | |

| Item 10. | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i3435ff4b540649c892584c75f097274c_205)] [added: Governance](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_208)] | | | [removed: [115](#i3435ff4b540649c892584c75f097274c_205)] [added: [108](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_208)] | | |

| Item 11. | | | | | | [Executive [removed: Compensation](#i3435ff4b540649c892584c75f097274c_208)] [added: Compensation](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_211)] | | | [removed: [115](#i3435ff4b540649c892584c75f097274c_208)] [added: [108](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_211)] | | |

| Item 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i3435ff4b540649c892584c75f097274c_211)] [added: Matters](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_214)] | | | [removed: [115](#i3435ff4b540649c892584c75f097274c_211)] [added: [108](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_214)] | | |

| Item 13. | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i3435ff4b540649c892584c75f097274c_214)] [added: Independence](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_217)] | | | [removed: [116](#i3435ff4b540649c892584c75f097274c_214)] [added: [109](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_217)] | | |

| Item 14. | | | | | | [Principal [removed: Account](#i3435ff4b540649c892584c75f097274c_217)[ant](#i3435ff4b540649c892584c75f097274c_217)] [added: Accountant](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_220)] [Fees and [removed: Services](#i3435ff4b540649c892584c75f097274c_217)] [added: Services](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_220)] | | | [removed: [116](#i3435ff4b540649c892584c75f097274c_217)] [added: [109](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_220)] | | |

| Item 15. | | | | | | [removed: [Exhibit](#i3435ff4b540649c892584c75f097274c_223) [](#i3435ff4b540649c892584c75f097274c_223)[and](#i3435ff4b540649c892584c75f097274c_223) [Financial] [added: [Exhibit and Financial] Statement [removed: Schedules](#i3435ff4b540649c892584c75f097274c_223)] [added: Schedules](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_226)] | | | [removed: [116](#i3435ff4b540649c892584c75f097274c_223)] [added: [109](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_226)] | | |

| Item 16. | | | | | | [Form 10-K [removed: Summary](#i3435ff4b540649c892584c75f097274c_235)] [added: Summary](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_232)] | | | [removed: [118](#i3435ff4b540649c892584c75f097274c_235)] [added: [111](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_232)] | | |

Such forward-looking statements include those regarding, among others: the future impacts of the COVID-19 pandemic; forecasts of the future results of our operations, including profitability; orders for our products and capital equipment generally; sales of semiconductors; the investments by our customers in advanced technologies and new materials; growth of revenue in the semiconductor industry, the semiconductor capital equipment industry and our business; technological trends in the semiconductor industry; future developments or trends in the global capital and financial markets; our future product offerings and product features; the success and market acceptance of new products; timing of shipment of [added: order] backlog; our future product shipments and product and service revenues; our future gross margins; our future research and development (“R&D”) expenses and selling, general and administrative (“SG&A”) expenses; international sales and operations; our ability to maintain or improve our existing competitive position; success of our product offerings; creation and funding of programs for R&D; results of our investment in leading edge technologies; the effects of hedging transactions; the effect of the sale of trade receivables and promissory notes from customers; [added: the effect of future compliance with laws and regulations;] our future effective income tax rate; our recognition of tax benefits; the effects of any audits or litigation; future payments of dividends to our stockholders; the completion of any acquisitions of third parties, or the technology or assets thereof; benefits received from any acquisitions and development of acquired technologies; sufficiency of our existing cash balance, investments, cash generated from operations and the unfunded portion of our Revolving Credit Facility (as defined below) to meet our operating and working capital requirements, including debt service and payment thereof; future dividends, and stock repurchases; our compliance with the financial covenants under the Credit Agreement (as defined below) for our Revolving Credit Facility; the adoption of new accounting [removed: pronouncements including Accounting Standards Codification (“ASC”) 326, Measurement of Credit Losses on Financial Instruments (“ASC 326”) and Income Taxes (“ASC 740”); and] [added: pronouncements;] our repayment of our outstanding [removed: indebtedness.*][added: indebtedness; and our environmental, social and governance (“ESG”) related targets, goals and commitments.*]

- *Economic, political and social conditions in the countries in which we, our customers and our suppliers operate, including [added: rising inflation and interest rates, Russia's invasion of Ukraine and] global trade policies;*

- *Our ability to [removed: attract] [added: attract, onboard] and retain key personnel;*

- *Cybersecurity threats, cyber incidents affecting our and our [added: customers, suppliers and other] service providers*’ s*ystems and networks and our [added: and their] ability to access critical information systems for daily business operations;*

- *Changes in our effective tax rate resulting from changes in the tax rates imposed by jurisdictions where our profits are determined to be earned and taxed, expiration of tax holidays in certain jurisdictions, resolution of issues arising from tax audits with various authorities or changes in tax laws or the interpretation of such tax [removed: laws; and*][added: laws;*]

| | | | | | | [Signatures](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_235) | | | [111](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_235) | | |

*•Increasing attention to ESG matters and the resulting costs, risks and impact on our business;*

*•Unexpected delays, difficulties and expenses in executing against our environmental, climate, diversity and inclusion or other ESG targets, goals and commitments outlined in this report.*

*This report contains ESG-related statements based on hypothetical scenarios and assumptions as well as estimates that are subject to a high level of uncertainty, and these statements should not necessarily be viewed as being representative of current or actual risk or performance, or forecasts of expected risk or performance.

In addition, historical, current, and forward-looking environmental and social-related statements may be based on standards for measuring progress that are still developing, and internal controls and processes that continue to evolve.

Forward-looking and other statements in this report may also address our corporate responsibility and sustainability progress, plans, and goals, and the inclusion of such statements is not an indication that these contents are necessarily material for the purposes of complying with or reporting pursuant to the U.S. federal securities laws and regulations, even if we use the word “material” or “materiality” in this report.*

| | | | | | | [Signatures](#i3435ff4b540649c892584c75f097274c_226) | | | [119](#i3435ff4b540649c892584c75f097274c_226) | | |

As of June 30, [removed: 2021,] [added: 2022,] we owned or leased a total of approximately 4 million square feet of space for research, engineering, marketing, service, sales and administration worldwide primarily in U.S., Israel, Singapore, [removed: China,] Germany, [added: China] and Taiwan.

[removed: Our operating leases expire at various times through January 4, 2037,] subject to renewal, with some of the leases containing renewal option clauses at the fair market value, for additional periods up to [removed: six] [added: five] years.

Information regarding our principal properties as of June 30, [removed: 2021] [added: 2022] is set forth below:

| (Square Feet) | | | [removed: United States] [added: US] | | | | | | Other Countries | | | | | | Total | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | |]

(1)Includes [removed: 248,155] [added: 426,726] square feet of property owned at our location in Serangoon, Singapore, where the land on which this building resides is leased.

Our operating leases expire at various times through January 4, 2037,

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Owned(1) | | | 958,066 | | | | | | 873,619 | | | | | | 1,831,685 | | |

| Leased | | | 521,254 | | | | | | 1,720,022 | | | | | | 2,241,276 | | |

| Total | | | 1,479,320 | | | | | | 2,593,641 | | | | | | 4,072,961 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Owned(1) | | | 727,302 | | | | | | 695,048 | | | | | | 1,422,350 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Leased | | | 408,174 | | | | | | 1,674,276 | | | | | | 2,082,450 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total | | | 1,135,476 | | | | | | 2,369,324 | | | | | | 3,504,800 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Our common stock is listed and traded on the NASDAQ Global Select Market [added: of The Nasdaq Stock Market LLC] under the symbol “KLAC.”

On August [removed: 5, 2021,] [added: 4, 2022,] we announced that our Board of Directors had declared a quarterly cash dividend of [removed: $1.05] [added: $1.30] per share to be paid on September 1, [removed: 2021] [added: 2022] to stockholders of record as of the close of business on August [removed: 16, 2021.][added: 15, 2022.]

As of July [removed: 19, 2021,] [added: 18, 2022,] there were [removed: 386] [added: 404] holders of record of our common stock.

The following is a summary of stock repurchases for each month during the fourth quarter of the fiscal year ended June 30, [removed: 2021.][added: 2022.]

(1)Our Board of Directors has authorized a program that permits us to repurchase [removed: up to $3.00 billion of] our common [removed: stock.][added: stock, including a $6.00 billion increase approved by the Board in June 2022.]

As of June 30, [removed: 2021,] [added: 2022,] approximately [removed: $93 million] [added: $3.23 billion] remained available for repurchases under [removed: this] [added: our] repurchase program.

[removed: (2)The] [added: (2)Our] stock repurchase program has no expiration date and may be suspended at any time.

Future repurchases of our common stock under our repurchase program may be effected through various different repurchase transaction [removed: structures,] [added: structures] including isolated open market [removed: transactions] [added: transactions, accelerated share repurchase agreements (“ASR Agreements”)] or systematic repurchase [removed: plans.][added: plans, subject to market conditions, applicable legal requirements and other factors.]

The graph tracks the performance of a $100 investment in our common stock and in each of the indices (with the reinvestment of all dividends) from June 30, [removed: 2016] [added: 2017] to June 30, [removed: 2021.][added: 2022.]

[removed: ][added: ]

| | | | June [removed: 2016] [added: 2017] | | | | | | June [removed: 2017] [added: 2018] | | | | | | June [removed: 2018] [added: 2019] | | | | | | June [removed: 2019] [added: 2020] | | | | | | June [removed: 2020] [added: 2021] | | | | | | June [removed: 2021] [added: 2022] | | |

| April 1, 2022 to April 30, 2022 | | | 415,736 | | | | | | $ | 336.74 | | | | | $ | 558,787,517 | |

| May 1, 2022 to May 31, 2022 | | | 539,257 | | | | | | $ | 334.90 | | | | | $ | 378,192,247 | |

| June 1, 2022 to June 30, 2022: | | | | | | | | | | | | | | | | | |

| Open market purchases | | | 430,964 | | | | | | $ | 337.84 | | | | | | | |

| Accelerated share repurchase (3) | | | 6,548,992 | | | | | | (3) | | | | | | | | |

| Total | | | 7,934,949 | | | | | | | | | | | | $ | 3,232,594,651 | |

All shares in the table were purchased pursuant to our publicly announced repurchase program.

(3)On June 23, 2022, the Company executed ASR Agreements with two financial institutions to repurchase shares of our common stock in exchange for an upfront payment of $3.00 billion.

The Company received initial deliveries totaling approximately 6.5 million shares on June 24, 2022, which represented 70% of the prepayment amount at the then prevailing market price of the Company’s shares of stock.

The delivery of any remaining shares would occur at the final settlement of the transactions under the ASR Agreements, which is scheduled for the second quarter of fiscal 2023, subject to earlier termination under certain limited circumstances, as set forth in the ASR Agreements.

The total number of shares received under the ASR Agreements will be based on the volume-weighted average prices of the Company's stock during the term of the ASR Agreements, less an agreed-upon discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreements.

| KLA Corporation | | | $100.00 | | | | | | $114.81 | | | | | | $136.14 | | | | | | $228.66 | | | | | | $386.46 | | | | | | $384.82 | | |

| S&P 500 | | | $100.00 | | | | | | $114.37 | | | | | | $126.29 | | | | | | $135.77 | | | | | | $191.15 | | | | | | $170.86 | | |

| PHLX Semiconductor | | | $100.00 | | | | | | $129.11 | | | | | | $146.29 | | | | | | $203.84 | | | | | | $346.16 | | | | | | $267.91 | | |

| April 1, 2021 to April 30, 2021 | | | 187,324 | | | | | | $ | 336.30 | | | | | $ | 329,783,026 | |

| May 1, 2021 to May 31, 2021 | | | 451,806 | | | | | | $ | 306.12 | | | | | $ | 191,476,678 | |

| June 1, 2021 to June 30, 2021 | | | 311,123 | | | | | | $ | 316.51 | | | | | $ | 93,001,941 | |

| Total | | | 950,253 | | | | | | $ | 315.47 | | | | | | | |

| KLA Corporation | | | $100.00 | | | | | | $128.28 | | | | | | $147.27 | | | | | | $174.63 | | | | | | $293.31 | | | | | | $495.74 | | |

| S&P 500 | | | $100.00 | | | | | | $117.90 | | | | | | $134.84 | | | | | | $148.89 | | | | | | $160.06 | | | | | | $225.36 | | |

| PHLX Semiconductor | | | $100.00 | | | | | | $152.21 | | | | | | $196.53 | | | | | | $222.68 | | | | | | $310.27 | | | | | | $526.91 | | |

| [Consolidated Balance Sheets as [removed: of] [added: of](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_94)] June 30, [removed: 202](#i3435ff4b540649c892584c75f097274c_94)[1](#i3435ff4b540649c892584c75f097274c_94) [and](#i3435ff4b540649c892584c75f097274c_94) [20](#i3435ff4b540649c892584c75f097274c_94)[20](#i3435ff4b540649c892584c75f097274c_94)] [added: 2022 [and](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_94) 2021] | | | [removed: [61](#i3435ff4b540649c892584c75f097274c_94)] [added: [55](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_94)] | | |

| [Consolidated Statements of Operations for each of the three years in the period [removed: ended] [added: ended](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_97)] June 30, [removed: 202](#i3435ff4b540649c892584c75f097274c_97)[1](#i3435ff4b540649c892584c75f097274c_97)[](#i3435ff4b540649c892584c75f097274c_97)] [added: 2022[](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_97)] | | | [removed: [62](#i3435ff4b540649c892584c75f097274c_97)] [added: [56](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_97)] | | |

| [Consolidated Statements of Comprehensive Income for each of the three years in the period [removed: ended] [added: ended](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_100)] June 30, [removed: 202](#i3435ff4b540649c892584c75f097274c_100)[1](#i3435ff4b540649c892584c75f097274c_100)] [added: 2022] | | | [removed: [63](#i3435ff4b540649c892584c75f097274c_100)] [added: [57](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_100)] | | |

| [Consolidated Statements of Stockholders’ Equity for each of the three years in the period [removed: ended] [added: ended](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_103)] June 30, [removed: 202](#i3435ff4b540649c892584c75f097274c_103)[1](#i3435ff4b540649c892584c75f097274c_103)] [added: 2022] | | | [removed: [64](#i3435ff4b540649c892584c75f097274c_103)] [added: [58](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_103)] | | |

| [Consolidated Statements of Cash Flows for each of the three years in the period [removed: ended] [added: ended](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_106)] June 30, [removed: 202](#i3435ff4b540649c892584c75f097274c_106)[1](#i3435ff4b540649c892584c75f097274c_106)] [added: 2022] | | | [removed: [65](#i3435ff4b540649c892584c75f097274c_106)] [added: [59](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_106)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i3435ff4b540649c892584c75f097274c_109)] [added: Statements](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_109)] | | | [removed: [66](#i3435ff4b540649c892584c75f097274c_109)] [added: [60](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_109)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i3435ff4b540649c892584c75f097274c_190)] [added: Firm](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_187) (PCAOB ID 238)] | | | [removed: [112](#i3435ff4b540649c892584c75f097274c_190)] [added: [105](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_187)] | | |

| [Schedule II Valuation and Qualifying [removed: Accounts](#i3435ff4b540649c892584c75f097274c_229)] [added: Accounts](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_190)] | | | [removed: [114](#i3435ff4b540649c892584c75f097274c_229)] [added: [107](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_190)] | | |

| (In thousands, except par value) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Cash and cash equivalents [removed: |] [added: at beginning of period] | | [removed: $] | 1,434,610 | | | | | [removed: $] | 1,234,409 | | [added: | | | | 1,015,994 | | |]

| Marketable securities | | | [removed: 1,059,912] [added: 1,123,100] | | | | | | [removed: 746,063] [added: 1,059,912] | | |

| Accounts receivable, net | | | [removed: 1,305,479] [added: 1,811,877] | | | | | | [removed: 1,107,413] [added: 1,305,479] | | |

| Inventories | | | [removed: 1,575,380] [added: 2,146,889] | | | | | | [removed: 1,310,985] [added: 1,575,380] | | |

| Other current assets | | | [removed: 320,867] [added: 502,137] | | | | | | [removed: 324,675] [added: 320,867] | | |

| Total current assets | | | [removed: 5,696,248] [added: 7,168,911] | | | | | | [removed: 4,723,545] [added: 5,696,248] | | |

| Land, property and equipment, net | | | [removed: 663,027] [added: 849,929] | | | | | | [removed: 519,824] [added: 663,027] | | |

| Goodwill | | | [removed: 2,011,172] [added: 2,320,049] | | | | | | [removed: 2,045,402] [added: 2,011,172] | | |

| Deferred income taxes | | | [removed: 270,461] [added: 579,173] | | | | | | [removed: 236,797] [added: 270,461] | | |

| Purchased intangible assets, net | | | [removed: 1,185,311] [added: 1,194,414] | | | | | | [removed: 1,391,413] [added: 1,185,311] | | |

| Other non-current assets | | | [removed: 444,905] [added: 484,612] | | | | | | [removed: 362,979] [added: 444,905] | | |

| Total assets | | | $ | [removed: 10,271,124] [added: 12,597,088] | | | | | $ | [removed: 9,279,960] [added: 10,271,124] | |

| Accounts payable | | | $ | [removed: 342,083] [added: 443,338] | | | | | $ | [removed: 264,280] [added: 342,083] | |

| Deferred system revenue | | | [removed: 295,192] [added: 500,969] | | | | | | [removed: 336,237] [added: 295,192] | | |

| Deferred service revenue | | | [removed: 284,936] [added: 381,737] | | | | | | [removed: 233,493] [added: 284,936] | | |

| Short-term debt | | | [removed: 20,000] [added: —] | | | | | | [removed: —] [added: 20,000] | | |

| Other current liabilities | | | [removed: 1,161,016] [added: 1,545,039] | | | | | | [removed: 865,776] [added: 1,161,016] | | |

| Total current liabilities | | | [removed: 2,103,227] [added: 2,871,083] | | | | | | [removed: 1,699,786] [added: 2,103,227] | | |

| Long-term debt | | | [removed: 3,422,767] [added: 6,660,718] | | | | | | [removed: 3,469,670] [added: 3,422,767] | | |

| Deferred tax liabilities | | | [removed: 650,623] [added: 658,937] | | | | | | [removed: 660,885] [added: 650,623] | | |

| Deferred service revenue | | | [removed: 87,575] [added: 124,618] | | | | | | [removed: 96,325] [added: 87,575] | | |

| Other non-current liabilities | | | [removed: 631,290] [added: 882,642] | | | | | | [removed: 672,284] [added: 631,290] | | |

| Total liabilities | | | [removed: 6,895,482] [added: 11,197,998] | | | | | | [removed: 6,598,950] [added: 6,895,482] | | |

| Common stock, $0.001 par value, 500,000 shares authorized, [removed: 278,435] [added: 279,210] and [removed: 277,526] [added: 278,435] shares issued, [removed: 152,776] [added: 141,804] and [removed: 155,461] [added: 152,776] shares outstanding, as of June 30, [removed: 2021] [added: 2022] and June 30, [removed: 2020,] [added: 2021,] respectively | | | [removed: 153] [added: 142] | | | | | | [removed: 155] [added: 153] | | |

| Capital in excess of par value | | | [removed: 2,175,835] [added: 1,061,798] | | | | | | [removed: 2,090,113] [added: 2,175,835] | | |

| Retained earnings | | | [removed: 1,277,123] [added: 366,882] | | | | | | [removed: 654,930] [added: 1,277,123] | | |

| Accumulated other comprehensive [removed: income (loss)] [added: loss] | | | [removed: (75,557)] [added: (27,471)] | | | | | | [removed: (79,774)] [added: (75,557)] | | |

| Total KLA stockholders’ equity | | | [removed: 3,377,554] [added: 1,401,351] | | | | | | [removed: 2,665,424] [added: 3,377,554] | | |

| Non-controlling interest in consolidated subsidiaries | | | [removed: (1,912)] [added: (2,261)] | | | | | | [removed: 15,586] [added: (1,912)] | | |

| Total stockholders’ equity | | | [removed: 3,375,642] [added: 1,399,090] | | | | | | [removed: 2,681,010] [added: 3,375,642] | | |

| Total liabilities and stockholders’ equity | | | $ | [removed: 10,271,124] [added: 12,597,088] | | | | | $ | [removed: 9,279,960] [added: 10,271,124] | |

| Cash and cash equivalents | | | $ | 1,584,908 | | | | | $ | 1,434,610 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other comprehensive income | | | — | | | | | | — | | | | | | — | | | | | | 48,086 | | | | | | 48,086 | | | | | | — | | | | | | 48,086 | | |

| Repurchase of common stock | | | (11,768) | | | | | | (1,269,610) | | | | | | (3,592,657) | | | | | | — | | | | | | (4,862,267) | | | | | | — | | | | | | (4,862,267) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balances as of June 30, 2022 | | | 141,804 | | | | | | $ | 1,061,940 | | | | | $ | 366,882 | | | | | $ | (27,471) | | | | | $ | 1,401,351 | | | | | $ | (2,261) | | | | | $ | 1,399,090 | |

| Net income | | | $ | 3,322,060 | | | | | $ | 2,077,353 | | | | | $ | 1,215,025 | |

| Loss on extinguishment of debt | | | — | | | | | | — | | | | | | 22,538 | | |

| Forward contract for accelerated share repurchases | | | (900,000) | | | | | | — | | | | | | — | | |

Comparability. Effective on the first day of fiscal 2022, we adopted an Accounting Standards Update (“ASU”) to simplify the accounting for income taxes in Accounting Standards Codification (“ASC”) 740, Income Taxes (“ASC 740”), on a prospective basis.

We also adopted an ASU to simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity, on a modified retrospective basis.

The adoption of these updates had no material impact on our Consolidated Financial Statements.

The following table

An impairment loss is recognized when

| 2022 | | | | | | 2021 | | |

Our portfolio includes yield enhancement and production solutions for manufacturing wafers and reticles, ICs, packaging, PCBs and FPDs, as well as comprehensive support and services across our installed base.

specifications, and when we can objectively demonstrate that the tool meets all of the required acceptance criteria, and when the installation of the system is deemed perfunctory).

Consolidated Balance Sheets.

We elect to account for GILTI as a component of current period tax expense and not recognize deferred tax assets and liabilities for the basis differences expected to reverse as a result of GILTI provisions.

We adopted this update beginning in the first quarter of our fiscal year ending June 30, 2022 on a prospective basis and the adoption had no material impact on our Consolidated Financial Statements.

In October 2021, FASB issued authoritative guidance that requires companies to apply revenue guidance to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination at carrying value.

Under the current business combination guidance, such assets and liabilities are recognized by the acquirer at fair value on the acquisition date.

Early adoption is permitted.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

This amount excludes contract liabilities of $1.01 billion as disclosed above.

We expect to recognize approximately 40% to 50% of these performance obligations as revenue beyond the 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.

We apply the following practical expedients in accordance with ASC 606, Revenue from Contracts with Customers:

| | | | | | | | | |

| U.S. Treasury securities | | | 22,485 | | | | | | — | | | | | | 22,485 | | | | | | — | | |

| Corporate debt securities | | | 472,047 | | | | | | — | | | | | | 472,047 | | | | | | — | | |

| U.S. Treasury securities | | | 348,026 | | | | | | 344,559 | | | | | | 3,467 | | | | | | — | | |

| Equity securities(1) | | | 11,035 | | | | | | 11,035 | | | | | | — | | | | | | — | | |

| Total cash equivalents and marketable securities(2) | | | 1,960,372 | | | | | | 1,394,737 | | | | | | 565,635 | | | | | | — | | |

| EDSP | | | 224,188 | | | | | | 176,928 | | | | | | 47,260 | | | | | | — | | |

| Total financial assets(2) | | | $ | 2,224,871 | | | | | $ | 1,571,665 | | | | | $ | 653,206 | | | | | $ | — | |

| | | | | | |

| Non-current liabilities: | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balances as of June 30, 2018 | | | 156,048 | | | | | | $ | 617,999 | | | | | $ | 1,056,445 | | | | | $ | (53,933) | | | | | $ | 1,620,511 | | | | | $ | — | | | | | $ | 1,620,511 | |

| Adoption of ASC 606 | | | — | | | | | | — | | | | | | (21,215) | | | | | | 75 | | | | | | (21,140) | | | | | | — | | | | | | (21,140) | | |

| Reclassification of stranded tax effects | | | — | | | | | | — | | | | | | 10,920 | | | | | | (10,920) | | | | | | — | | | | | | — | | | | | | — | | |

| Other comprehensive loss | | | — | | | | | | — | | | | | | — | | | | | | (8,251) | | | | | | (8,251) | | | | | | — | | | | | | (8,251) | | |

| Assumption of stock-based compensation plan awards in connection with the Orbotech Acquisition | | | — | | | | | | 13,281 | | | | | | — | | | | | | — | | | | | | 13,281 | | | | | | — | | | | | | 13,281 | | |

| Common stock issued upon the Orbotech Acquisition | | | 12,292 | | | | | | 1,330,786 | | | | | | — | | | | | | — | | | | | | 1,330,786 | | | | | | — | | | | | | 1,330,786 | | |

| Repurchase of common stock | | | (10,207) | | | | | | (66,269) | | | | | | (1,036,933) | | | | | | — | | | | | | (1,103,202) | | | | | | — | | | | | | (1,103,202) | | |

| Non-controlling interest in connection with the Orbotech Acquisition | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 19,185 | | | | | | 19,185 | | |

| Acquisition of non-marketable securities | | | — | | | | | | — | | | | | | (630) | | |

| Cash and cash equivalents at beginning of period | | | 1,234,409 | | | | | | 1,015,994 | | | | | | 1,404,382 | | |

| Issuance of common stock for the Orbotech Acquisition - financing activities | | | $ | — | | | | | $ | — | | | | | $ | 1,330,786 | |

| Business acquisition holdback amounts - investing activities | | | $ | — | | | | | $ | — | | | | | $ | 440 | |

Acquisition of Orbotech, Ltd. On February 20, 2019 (“Acquisition Date”), we completed the acquisition of Orbotech Ltd. (“Orbotech”) for $38.86 in cash and 0.25 of a share of our common stock in exchange for each ordinary share of Orbotech, for a total consideration of $3.26 billion.

The acquisition of Orbotech is referred to as the “Orbotech Acquisition.” The Orbotech Acquisition was accounted for by applying the acquisition method of accounting for business combinations.

The Consolidated Financial Statements in this report include the financial results of Orbotech prospectively from the Acquisition Date.

For additional details, refer to Note 6 “Business Combinations.”

Effective on the first day of fiscal 2020, we adopted ASC 842, Leases (“ASC 842”).

Prior periods were not retrospectively restated, and accordingly the Consolidated Statement of Operations for the year ended June 30, 2019 was prepared using accounting standards that were different than those in effect for the years ended June 30, 2021 and 2020.

Effective on the first day of fiscal 2019, we adopted ASC 606 Revenue from Contracts with Customers (“ASC 606”) using the modified retrospective adoption method.

The

credit losses in future periods.

| | | | | | | Samsung Electronics Co., Ltd. | | |

offset the effect of exchange rate changes on the underlying hedged items.

In the second quarter of our fiscal year ending June 30, 2019, we early adopted the new accounting guidance for hedge accounting.

Time value was amortized on a mark-to-market basis and recognized in earnings over the life of the derivative contract.

Our portfolio also includes yield enhancement and production solutions used by manufacturers of PCBs, FPDs, advanced packaging, MEMS and other electronic components.

Installation services include connecting and validating configuration of the product.

In addition, several testing protocols are completed to confirm the equipment is performing to customer specifications.

Revenues from product installation are deferred and recognized at a point in time, once installation is complete.

determining the SSP.

employed by us as of the applicable award vesting date.

corporations.

We elected to account for GILTI as a component of current period tax expense starting from the first quarter of the fiscal year ending June 30, 2019.

Statements.

We do not expect a material impact on our Consolidated Financial Statements upon the adoption of this accounting standard update.

We expect to recognize approximately 5% to 15% of these performance obligations as revenue beyond the next 12 months, subject to risk of delays, pushouts, and cancellation by the customer, usually with limited or no penalties.

| | | | | | | | | | | | | | | | | | | | | | | | |

Based on this evaluation, the CEO and CFO have concluded that as of June 30, [removed: 2021,] [added: 2022,] the end of the period covered by this Report, our Disclosure Controls were effective at a reasonable assurance level.

Disclosure Controls are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed or submitted under the Exchange Act, such as this Report, is recorded, processed, summarized and reported within the time periods specified in the [removed: SEC’s] [added: Securities and Exchange Commission’s] rules and forms.

Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of June 30, [removed: 2021.][added: 2022.]

The effectiveness of our internal control over financial reporting as of June 30, [removed: 2021] [added: 2022] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Item 8, “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fourth quarter of the fiscal year ended June 30, [removed: 2021] [added: 2022] that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

For the information required by this Item, see “Information About the Board of Directors and its [removed: Committees—Nominees for Election at the 2021 Annual Meeting,”] [added: Committees,”] “Information About Executive Officers,” “Our Corporate Governance [removed: Practices—Standards] [added: Practices - Standards] of Business Conduct; Whistleblower Hotline and Website,” [removed: “Information About the Board] [added: “Report] of [removed: Directors and Its Committees”] [added: the Audit Committee,”] and, if applicable, “Security Ownership of Certain Beneficial Owners and [removed: Management—Delinquent] [added: Management - Delinquent] Section 16(a) Reports,” in the Proxy Statement, which is incorporated herein by reference.

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

For the information required by this Item, see “Certain Relationships and Related Transactions” and “Information About the Board of Directors and Its Committees [removed: —The] [added: - The] Board of Directors” in the Proxy Statement, which is incorporated herein by reference.

For the information required by this Item, see “Proposal Two: Ratification of Appointment of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending June 30, [removed: 2022”] [added: 2023”] in the Proxy Statement, which is incorporated herein by reference.

| [Consolidated Balance Sheets as [removed: of] [added: of](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_94)] June 30, [removed: 202](#i3435ff4b540649c892584c75f097274c_94)[1](#i3435ff4b540649c892584c75f097274c_94) [and June 30,](#i3435ff4b540649c892584c75f097274c_94) [20](#i3435ff4b540649c892584c75f097274c_94)[20](#i3435ff4b540649c892584c75f097274c_94)] [added: 2022 [and](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_94) [](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_94)2021] | | | [removed: [61](#i3435ff4b540649c892584c75f097274c_94)] [added: [55](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_94)] | | |

| [Consolidated Statements of Operations for each of the three years in the period [removed: ended] [added: ended](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_97)] June 30, [removed: 202](#i3435ff4b540649c892584c75f097274c_97)[1](#i3435ff4b540649c892584c75f097274c_97)] [added: 2022] | | | [removed: [62](#i3435ff4b540649c892584c75f097274c_97)] [added: [56](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_97)] | | |

| [Consolidated Statements of Comprehensive Income for each of the three years in the period [removed: ended] [added: ended](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_100)] June 30, [removed: 202](#i3435ff4b540649c892584c75f097274c_100)[1](#i3435ff4b540649c892584c75f097274c_100)] [added: 2022] | | | [removed: [63](#i3435ff4b540649c892584c75f097274c_100)] [added: [57](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_100)] | | |

| [Consolidated Statements of Stockholders’ Equity for each of the three years in the period [removed: ended] [added: ended](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_103)] June 30, [removed: 202](#i3435ff4b540649c892584c75f097274c_103)[1](#i3435ff4b540649c892584c75f097274c_103)] [added: 2022] | | | [removed: [64](#i3435ff4b540649c892584c75f097274c_103)] [added: [58](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_103)] | | |

| [Consolidated Statements of Cash Flows for each of the three years in the period [removed: ended] [added: ended](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_106)] June 30, [removed: 202](#i3435ff4b540649c892584c75f097274c_106)[1](#i3435ff4b540649c892584c75f097274c_106)] [added: 2022] | | | [removed: [65](#i3435ff4b540649c892584c75f097274c_106)] [added: [59](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_106)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i3435ff4b540649c892584c75f097274c_109)] [added: Statements](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_109)] | | | [removed: [66](#i3435ff4b540649c892584c75f097274c_109)] [added: [60](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_109)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i3435ff4b540649c892584c75f097274c_190)] [added: Firm](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_187) (PCAOB ID 238)] | | | [removed: [112](#i3435ff4b540649c892584c75f097274c_190)] [added: [105](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_187)] | | |

| [Schedule II—Valuation and Qualifying Accounts for [added: the](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_190) [three](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_190) [years](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_190) [in] the [removed: years ended] [added: period](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_190) [ended](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_190)] June 30, [removed: 202](#i3435ff4b540649c892584c75f097274c_229)[1](#i3435ff4b540649c892584c75f097274c_229)[, 20](#i3435ff4b540649c892584c75f097274c_229)[20](#i3435ff4b540649c892584c75f097274c_229) [and 201](#i3435ff4b540649c892584c75f097274c_229)[9](#i3435ff4b540649c892584c75f097274c_229)] [added: 2022] | | | [removed: [114](#i3435ff4b540649c892584c75f097274c_229)] [added: [107](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_190)] | | |

| [removed: [4](http://www.sec.gov/Archives/edgar/data/319201/000119312519080819/d725080dex42.htm)[.3](http://www.sec.gov/Archives/edgar/data/319201/000119312519080819/d725080dex42.htm)] [added: [4.](http://www.sec.gov/Archives/edgar/data/319201/000119312519080819/d725080dex42.htm)[5](http://www.sec.gov/Archives/edgar/data/319201/000119312519080819/d725080dex42.htm)] | | | | | | [Form of Officer’s Certificate setting forth the terms of the 4.100% Senior Notes due 2029 and 5.000% Senior Notes due 2049 (with form of Notes attached)](http://www.sec.gov/Archives/edgar/data/319201/000119312519080819/d725080dex42.htm) | | | | | | 8-K | | | | | | No. 000-09992 | | | | | | 4.2 | | | | | | March 20, 2019 | | |

| [removed: [4.4](https://www.sec.gov/Archives/edgar/data/319201/000119312520060489/d895166dex42.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/319201/000119312520060489/d895166dex42.htm)[6](https://www.sec.gov/Archives/edgar/data/319201/000119312520060489/d895166dex42.htm)] | | | | | | [Form of Officer’s Certificate setting forth the terms of the 3.300% Senior Notes due 2050 (with form of Notes attached)](https://www.sec.gov/Archives/edgar/data/319201/000119312520060489/d895166dex42.htm) | | | | | | 8-K | | | | | | No. 000-09992 | | | | | | 4.2 | | | | | | March 3, 2020 | | |

| [removed: [4.5](https://www.sec.gov/Archives/edgar/data/319201/000031920120000057/klac10-qex41093020.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/319201/000031920120000057/klac10-qex41093020.htm)[7](https://www.sec.gov/Archives/edgar/data/319201/000031920120000057/klac10-qex41093020.htm)] | | | | | | [Description of the Registrant's securities registered under Section 12 of the Securities Act of 1934](https://www.sec.gov/Archives/edgar/data/319201/000031920120000057/klac10-qex41093020.htm) | | | | | | 10-Q | | | | | | No. 000-09992 | | | | | | 4.1 | | | | | | October 30, 2020 | | |

| [10.2](https://www.sec.gov/Archives/edgar/data/319201/000031920121000029/exhibit10206302021.htm) | | | | | | [Form of Restricted Stock Unit Award Notification (Performance-Vesting)*](https://www.sec.gov/Archives/edgar/data/319201/000031920121000029/exhibit10206302021.htm) | | | | | | [added: 10-K] | | | | | | [added: No. 000-09992] | | | | | | [added: 10.2] | | | | | | [added: August 6, 2021] | | |

| [10.3](https://www.sec.gov/Archives/edgar/data/319201/000031920121000029/exhibit10306302021.htm) | | | | | | [Form of Restricted Stock Unit Award Notification (Service-Vesting)*](https://www.sec.gov/Archives/edgar/data/319201/000031920121000029/exhibit10306302021.htm) | | | | | | [added: 10-K] | | | | | | [added: No. 000-09992] | | | | | | [added: 10.3] | | | | | | [added: August 6, 2021] | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/319201/000031920119000031/exhibit109executivedeferre.htm)[4](https://www.sec.gov/Archives/edgar/data/319201/000031920119000031/exhibit109executivedeferre.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/319201/000031920119000031/exhibit109executivedeferre.htm)[5](https://www.sec.gov/Archives/edgar/data/319201/000031920119000031/exhibit109executivedeferre.htm)] | | | | | | [Executive Deferred Savings Plan (as amended and restated effective July 31, 2019)*](https://www.sec.gov/Archives/edgar/data/319201/000031920119000031/exhibit109executivedeferre.htm) | | | | | | 10-K | | | | | | No. 000-09992 | | | | | | 10.9 | | | | | | August 16, 2019 | | |

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/319201/000031920117000049/creditagreementexecution.htm)[5](http://www.sec.gov/Archives/edgar/data/319201/000031920117000049/creditagreementexecution.htm)] [added: [10.6](https://www.sec.gov/Archives/edgar/data/319201/000119312522170195/d306474dex101.htm)] | | | | | | [Credit Agreement, dated as of [removed: November 30, 2017] [added: June 8, 2022, by and] among [removed: KLA-Tencor] [added: KLA] Corporation, the [removed: lenders from time to time] [added: several banks] and [added: other financial institutions party thereto as lenders, and] JPMorgan Chase Bank, N.A., as administrative [removed: agent](http://www.sec.gov/Archives/edgar/data/319201/000031920117000049/creditagreementexecution.htm)] [added: agent](https://www.sec.gov/Archives/edgar/data/319201/000119312522170195/d306474dex101.htm)] | | | | | | 8-K | | | | | | No. 000-09992 | | | | | | 10.1 | | | | | | [removed: November 30, 2017] [added: June 8, 2022] | | |

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/319201/000031920116000105/exhibit101amendedandrestat.htm)[6](http://www.sec.gov/Archives/edgar/data/319201/000031920116000105/exhibit101amendedandrestat.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/319201/000031920116000105/exhibit101amendedandrestat.htm)[7](http://www.sec.gov/Archives/edgar/data/319201/000031920116000105/exhibit101amendedandrestat.htm)] | | | | | | [Amended and Restated Executive Severance Plan*](http://www.sec.gov/Archives/edgar/data/319201/000031920116000105/exhibit101amendedandrestat.htm) | | | | | | 8-K | | | | | | No. 000-09992 | | | | | | 10.1 | | | | | | October 20, 2016 | | |

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/319201/000031920115000060/klac10qex10459302015.htm)[7](http://www.sec.gov/Archives/edgar/data/319201/000031920115000060/klac10qex10459302015.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/319201/000031920115000060/klac10qex10459302015.htm)[8](http://www.sec.gov/Archives/edgar/data/319201/000031920115000060/klac10qex10459302015.htm)] | | | | | | [Amended and Restated 2010 Executive Severance [removed: Pla](http://www.sec.gov/Archives/edgar/data/319201/000031920115000060/klac10qex10459302015.htm)[n](http://www.sec.gov/Archives/edgar/data/319201/000031920115000060/klac10qex10459302015.htm)[*](http://www.sec.gov/Archives/edgar/data/319201/000031920115000060/klac10qex10459302015.htm)] [added: Plan*](http://www.sec.gov/Archives/edgar/data/319201/000031920115000060/klac10qex10459302015.htm)] | | | | | | 10-Q | | | | | | No. 000-09992 | | | | | | 10.45 | | | | | | October 22, 2015 | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/319201/000031920121000017/klac10qex101033121.htm)[8](https://www.sec.gov/Archives/edgar/data/319201/000031920121000017/klac10qex101033121.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/319201/000031920122000012/klac10qex101033122.htm)[9](https://www.sec.gov/Archives/edgar/data/319201/000031920122000012/klac10qex101033122.htm)] | | | | | | [Calendar Year [removed: 202](https://www.sec.gov/Archives/edgar/data/319201/000031920121000017/klac10qex101033121.htm)[1](https://www.sec.gov/Archives/edgar/data/319201/000031920121000017/klac10qex101033121.htm)] [added: 202](https://www.sec.gov/Archives/edgar/data/319201/000031920122000012/klac10qex101033122.htm)[2](https://www.sec.gov/Archives/edgar/data/319201/000031920122000012/klac10qex101033122.htm)] [Executive Incentive [removed: Plan*+](https://www.sec.gov/Archives/edgar/data/319201/000031920121000017/klac10qex101033121.htm)] [added: Plan*+](https://www.sec.gov/Archives/edgar/data/319201/000031920122000012/klac10qex101033122.htm)] | | | | | | 10-Q | | | | | | No. 000-09992 | | | | | | 10.1 | | | | | | April [removed: 30, 2021] [added: 29, 2022] | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/319201/000162828018013994/creditfacilityextension.htm)[9](https://www.sec.gov/Archives/edgar/data/319201/000162828018013994/creditfacilityextension.htm)] [added: [10.10](https://www.sec.gov/Archives/edgar/data/319201/000031920122000023/exhibit101006302022.htm)] | | | | | | [removed: [Incremental Facility, Extension and Amendment Agreement,] [added: [Amendment No. 1] dated as of [removed: November 2, 2018] [added: July 25, 2022,] by and among the registrant, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative [removed: agent](https://www.sec.gov/Archives/edgar/data/319201/000162828018013994/creditfacilityextension.htm)] [added: agent](https://www.sec.gov/Archives/edgar/data/319201/000031920122000023/exhibit101006302022.htm) ^] | | | | | | [removed: 8-K] | | | | | | [removed: No. 000-09992] | | | | | | [removed: 10.1] | | | | | | [removed: November 8, 2018] | | |

| [removed: [21.1](https://www.sec.gov/Archives/edgar/data/319201/000031920121000029/exhibit21106302021.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/319201/000031920122000023/exhibit21106302022.htm)] | | | | | | [List of [removed: Subsidiaries](https://www.sec.gov/Archives/edgar/data/319201/000031920121000029/exhibit21106302021.htm)] [added: Subsidiaries](https://www.sec.gov/Archives/edgar/data/319201/000031920122000023/exhibit21106302022.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/319201/000031920121000029/exhibit23106302021.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/319201/000031920122000023/exhibit23106302022.htm)] | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/319201/000031920121000029/exhibit23106302021.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/319201/000031920122000023/exhibit23106302022.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/319201/000031920121000029/exhibit31106302021.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/319201/000031920122000023/exhibit31106302022.htm)] | | | | | | [Certification of Chief Executive Officer under Rule [removed: 13a-14(a) of] [added: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/319201/000031920122000023/exhibit31106302022.htm)[/15d - 14(a)](https://www.sec.gov/Archives/edgar/data/319201/000031920122000023/exhibit31106302022.htm) [of] the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/319201/000031920121000029/exhibit31106302021.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/319201/000031920122000023/exhibit31106302022.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/319201/000031920121000029/exhibit31206302021.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/319201/000031920122000023/exhibit31206302022.htm)] | | | | | | [Certification of Chief Financial Officer under Rule [removed: 13a-14(a) of] [added: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/319201/000031920122000023/exhibit31206302022.htm)[/15d - 14(a)](https://www.sec.gov/Archives/edgar/data/319201/000031920122000023/exhibit31206302022.htm) [of] the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/319201/000031920121000029/exhibit31206302021.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/319201/000031920122000023/exhibit31206302022.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [32](https://www.sec.gov/Archives/edgar/data/319201/000031920121000029/exhibit3206302021.htm)] [added: [32](https://www.sec.gov/Archives/edgar/data/319201/000031920122000023/exhibit3206302022.htm)] | | | | | | [Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section [removed: 135](https://www.sec.gov/Archives/edgar/data/319201/000031920121000029/exhibit3206302021.htm)[0^](https://www.sec.gov/Archives/edgar/data/319201/000031920121000029/exhibit3206302021.htm)] [added: 1350^](https://www.sec.gov/Archives/edgar/data/319201/000031920122000023/exhibit3206302022.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [4.3](https://www.sec.gov/Archives/edgar/data/319201/000119312522181527/d314553dex41.htm) | | | | | | [Indenture, dated as of June 23, 2022 between KLA Corporation and U.S. Bank Trust Company, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/319201/000119312522181527/d314553dex41.htm) | | | | | | 8-K | | | | | | No. 000-09992 | | | | | | 4.1 | | | | | | June 24, 2022 | | |

| [4.4](https://www.sec.gov/Archives/edgar/data/319201/000119312522181527/d314553dex42.htm) | | | | | | [Form of Officer’s Certificate setting forth the terms of the 4.650% Senior Notes due 2032, 4.950% Senior Notes due 2052, and 5.250% Senior Notes due 2062 (with form of Notes attached)](https://www.sec.gov/Archives/edgar/data/319201/000119312522181527/d314553dex42.htm) | | | | | | 8-K | | | | | | No. 000-09992 | | | | | | 4.2 | | | | | | June 24, 2022 | | |

| [10.4](https://www.sec.gov/Archives/edgar/data/319201/000119312522181527/d314553dex101.htm) | | | | | | [Form of Accelerated Stock Repurchases Agreement](https://www.sec.gov/Archives/edgar/data/319201/000119312522181527/d314553dex101.htm) | | | | | | 8-K | | | | | | No. 000-09992 | | | | | | 10.1 | | | | | | June 24, 2022 | | |

| 104 | | | | | | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [10.1](https://www.sec.gov/Archives/edgar/data/319201/000031920120000057/klac10qex101093020.htm)[0](https://www.sec.gov/Archives/edgar/data/319201/000031920120000057/klac10qex101093020.htm) | | | | | | [Offer](https://www.sec.gov/Archives/edgar/data/319201/000031920120000057/klac10qex101093020.htm) [Letter d](https://www.sec.gov/Archives/edgar/data/319201/000031920120000057/klac10qex101093020.htm)[ated](https://www.sec.gov/Archives/edgar/data/319201/000031920120000057/klac10qex101093020.htm) [August](https://www.sec.gov/Archives/edgar/data/319201/000031920120000057/klac10qex101093020.htm) [](https://www.sec.gov/Archives/edgar/data/319201/000031920120000057/klac10qex101093020.htm)[2](https://www.sec.gov/Archives/edgar/data/319201/000031920120000057/klac10qex101093020.htm)[0](https://www.sec.gov/Archives/edgar/data/319201/000031920120000057/klac10qex101093020.htm)[, 20](https://www.sec.gov/Archives/edgar/data/319201/000031920120000057/klac10qex101093020.htm)[20](https://www.sec.gov/Archives/edgar/data/319201/000031920120000057/klac10qex101093020.htm) [](https://www.sec.gov/Archives/edgar/data/319201/000031920120000057/klac10qex101093020.htm)[by and](https://www.sec.gov/Archives/edgar/data/319201/000031920120000057/klac10qex101093020.htm) [between](https://www.sec.gov/Archives/edgar/data/319201/000031920120000057/klac10qex101093020.htm) [KLA Corporation](https://www.sec.gov/Archives/edgar/data/319201/000031920120000057/klac10qex101093020.htm) [and](https://www.sec.gov/Archives/edgar/data/319201/000031920120000057/klac10qex101093020.htm) [Mary Beth Wilkinson](https://www.sec.gov/Archives/edgar/data/319201/000031920120000057/klac10qex101093020.htm)[*](https://www.sec.gov/Archives/edgar/data/319201/000031920120000057/klac10qex101093020.htm)[](https://www.sec.gov/Archives/edgar/data/319201/000031920120000057/klac10qex101093020.htm) | | | | | | 10-Q | | | | | | No. 000-09992 | | | | | | 10.1 | | | | | | October 30, 2020 | | |

| August [removed: 5, 2021] [added: 4, 2022] | | | | | | By: | | | | | | /S/ RICHARD P. WALLACE | | |

| /s/ RICHARD P. WALLACE | | | | | | President, Chief Executive Officer and Director (principal executive officer) | | | | | | August [removed: 5, 2021] [added: 4, 2022] | | |

| /s/ BREN D. HIGGINS | | | | | | Executive Vice President and Chief Financial Officer (principal financial officer) | | | | | | August [removed: 5, 2021] [added: 2, 2022] | | |

| /s/ VIRENDRA A. KIRLOSKAR | | | | | | Senior Vice President and Chief Accounting Officer (principal accounting officer) | | | | | | August [removed: 5, 2021] [added: 3, 2022] | | |

| /s/ EDWARD W. BARNHOLT | | | | | | Chairman of the Board and Director | | | | | | August [removed: 5, 2021] [added: 2, 2022] | | |

| /s/ ROBERT M. CALDERONI | | | | | | Director | | | | | | August [removed: 5, 2021] [added: 2, 2022] | | |

| /s/ JENEANNE HANLEY | | | | | | Director | | | | | | August [removed: 5, 2021] [added: 4, 2022] | | |

| /s/ EMIKO HIGASHI | | | | | | Director | | | | | | August [removed: 5, 2021] [added: 2, 2022] | | |

| /s/ KEVIN J. KENNEDY | | | | | | Director | | | | | | August [removed: 5, 2021] [added: 2, 2022] | | |

| /s/ MARIE MYERS | | | | | | Director | | | | | | August [removed: 5, 2021] [added: 2, 2022] | | |

| /s/ KIRAN M. PATEL | | | | | | Director | | | | | | August [removed: 5, 2021] [added: 2, 2022] | | |

| /s/ VICTOR PENG | | | | | | Director | | | | | | August [removed: 6, 2021] [added: 2, 2022] | | |

| /s/ ROBERT A. RANGO | | | | | | Director | | | | | | August [removed: 5, 2021] [added: 2, 2022] | | |

| /s/ GARY B. MOORE | | | | | | Director | | | | | | August 2, 2022 | | |

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