KLA (KLAC) 10-K risk factor changes: FY2023 vs FY2022

If any of the following risks occur or persist, our business, financial condition and results of operations could be materially [removed: harmed] [added: harmed,] and the price of our common stock could significantly decline.

- [removed: Intellectual property] [added: IP] disputes can be expensive and could result in an inability to sell our products in certain jurisdictions;

- Natural disasters, such as earthquakes, health [removed: epidemics,] [added: crises such as the COVID-19 pandemic,] acts of terrorism or war or other catastrophic events, and the lack of insurance thereof, could significantly disrupt our [removed: operations] [added: operations, including affecting the global supply chain,] for lengthy periods of time;

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

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

We are exposed to numerous risks as a result of the international nature of our business and [removed: operations.][added: operations.]

Managing global operations and sites located throughout the world presents a number of challenges, [removed: including] [added: including,] but not limited to:

- Ineffective or inadequate legal protection of [removed: intellectual property] [added: IP] rights in certain countries;

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

- Inadequate protection or enforcement of our [removed: intellectual property] [added: IP] and other legal rights in foreign jurisdictions.

Reduced demand, combined with delays in our customers’ ability to obtain financing (or the unavailability of such financing), [removed: has] [added: has,] at times in the [removed: past] [added: past,] adversely affected our product and service sales and revenues [removed: and therefore] [added: and, therefore,] has harmed our business and operating results, and our operating results and financial condition may again be adversely impacted if economic conditions decline from their current levels.

We might be involved in claims or disputes related to [removed: intellectual property] [added: IP] or other confidential information that may be costly to resolve, prevent us from selling or using the challenged technology and seriously harm our operating results and financial condition.

As is typical in the industries in which we serve, from time to time we have received communications from other parties asserting the existence of patent rights, copyrights, trademark rights or other [removed: intellectual property] [added: IP] rights which they believe cover certain of our products, processes, technologies or information.

In addition, we occasionally receive notification from customers who believe that we owe them indemnification or other obligations related to [removed: intellectual property] [added: IP] claims made against such customers by third parties.

With respect to [removed: intellectual property] [added: IP] infringement disputes, our customary practice is to evaluate such infringement assertions and to consider whether to seek licenses where appropriate.

However, there can be no assurance that licenses [removed: can] [added: will] be [removed: obtained] [added: granted] or, if [removed: obtained,] [added: granted,] will be on acceptable terms or that costly litigation or other administrative proceedings will not occur.

Furthermore, we may potentially be subject to claims by customers, suppliers or other business partners, or by governmental law enforcement agencies, related to our receipt, distribution and/or use of third-party [removed: intellectual property] [added: IP] or confidential information.

Legal proceedings and claims, regardless of their merit, and associated internal investigations with respect to [removed: intellectual property] [added: IP] or confidential information disputes are often expensive to prosecute, defend or conduct; may divert management’s attention and other Company resources; and/or may result in restrictions on our ability to sell our products, settlements on significantly adverse terms or adverse judgments for damages, injunctive relief, penalties and fines, any of which could have a significant negative effect on our business, results of operations and financial condition.

[removed: Any failure to comply with applicable environmental laws, regulations or requirements may subject us to a range of] consequences, including fines, suspension of certain of our business activities, limitations on our ability to sell our products, obligations to remediate environmental contamination, and criminal and civil liabilities or other sanctions.

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

In addition, we [removed: may] [added: may,] from time to [removed: time] [added: time,] be involved in legal proceedings or claims regarding employment, immigration, contracts, product performance, product liability, antitrust, environmental regulations, securities, unfair competition and other matters.

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 [removed: I&D,] [added: inclusion and diversity,] among others.

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

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 [removed: to] [added: to,] climate change-related matters.

Further, we do not maintain key person life insurance [removed: on] [added: for] any of our employees.

We outsource a number of services, including our transportation, information systems management and logistics management of spare parts and certain accounting and procurement functions, [added: among others,] to domestic and overseas third-party service providers.

In addition, many of these outsourced service providers, including certain hosted software applications that we use for confidential data storage, [added: may] employ cloud computing technology [removed: for such storage.][added: and other systems.]

These [removed: providers’ cloud computing systems] [added: providers] may be susceptible to “cyber incidents,” such as [removed: intentional] [added: software vulnerabilities,] cyber-attacks aimed at theft of sensitive [removed: data or] [added: data,] inadvertent cyber-security compromises, [added: attacks aimed at operational disruption at the target or third party service providers, all of] which are outside of our control.

If we do not effectively develop and manage our outsourcing strategies, if required export and other governmental approvals are not timely obtained, if our third-party service providers pass on the cost of inflation to us or do not perform as anticipated, or do not adequately [added: maintain operational resilience or fail to] protect our data from cyber-related security breaches, or if there are delays or difficulties in enhancing business [added: processes, we may experience operational difficulties (such as limitations on our ability to ship products), increased costs, manufacturing or service interruptions or delays, loss of IP rights or other sensitive data, quality and compliance issues, and challenges in managing our product inventory or recording and reporting financial and management information, any of which could materially and adversely affect our business, financial condition and results of operations.]

This data includes confidential information, transactional information and [removed: intellectual property] [added: IP] belonging to us, our customers and our business partners, as well as personally identifiable information of individuals.

Despite network security and other measures, our, our customers’, suppliers’ and other third-party providers’ information systems and networks are susceptible to computer viruses, ransomware, cyber-related security breaches and similar disruptions from unauthorized intrusions, tampering, [removed: misuse,] [added: misuse] or criminal acts made directly [removed: against,] [added: against our systems] or [added: networks, or] through our third-party providers [removed: in] [added: or] the supply chain, [removed: and against, our systems and networks,] including phishing, or other events or developments that we may be unable to anticipate or fail to mitigate, [removed: including] [added: including,] but not limited [removed: to] [added: to, financial fraud, including check fraud,] vulnerabilities or misconfigurations in information systems, networks, software or hardware.

We have experienced cyber-related attacks in the past, and [removed: are likely] [added: expect] to experience cyber-related attacks [added: and incidents] in the future.

Because the techniques used to obtain unauthorized access to the information systems change [removed: frequently,] [added: frequently and increasingly leverage on technologies such as artificial intelligence (“AI”),] may not be recognized until launched against a target and are increasingly designed to circumvent controls, avoid detection and remove or obfuscate forensic artifacts, we may be unable to anticipate these techniques, implement adequate preventative measures, or adequately identify, investigate and recover from cybersecurity incidents.

Any cybersecurity incident or occurrence could impact our business directly, or indirectly by impacting third parties in the supply chain, in many potential ways: disruptions to operations; misappropriation, corruption or theft of confidential information, including [removed: intellectual property] [added: IP] and other critical data, of KLA, our customers or other business partners; misappropriation of funds and Company assets; reduced value of our investments in research, development and engineering; litigation with, or payment of damages to, third parties; reputational damage; costs to comply with regulatory inquiries or actions; data privacy issues; costs to rebuild our information systems and networks; and increased cybersecurity protection and remediation costs.

We carry insurance that provides limited protection against the potential losses arising from a cybersecurity [removed: incident] [added: incident,] but it will not likely cover all such losses, and the losses it does not cover may be significant.

System failures or malfunctions, such as difficulties with our customer [added: and supplier] relationship management [removed: system,] [added: systems,] could disrupt our operations and our ability to timely and accurately process and report key components of our financial results.

Any disruptions or difficulties that may occur in connection with our ERP system or other systems (whether in connection with the regular operation, periodic enhancements, modifications or upgrades of such systems or the integration of our acquired businesses into such systems, or due to cybersecurity events such as ransomware [removed: attacks)] [added: attacks, including attacks on the information systems of our business partners and other third parties)] could adversely affect our ability to complete important business processes, such as the evaluation of our internal [removed: control] [added: controls] over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002.

If we are unable to successfully integrate and manage acquired businesses, if the costs associated with integrating the acquired business exceeds our expectations, or if acquired businesses perform poorly, then our business and financial results [removed: may suffer.]

- We may have difficulty implementing a cohesive framework of controls, procedures and policies appropriate for a larger, U.S.-based public company at companies [removed: that] [added: that,] prior to [removed: acquisition] [added: acquisition,] may not have as robust controls, procedures and policies, [removed: particularly,] [added: particularly] with respect to the effectiveness of cyber and information security practices and incident response plans, compliance with data privacy and protection and other laws and regulations, and compliance with U.S.-based economic policies and sanctions which may not have previously been applicable to the acquired company’s operations;

- We may incur unforeseen obligations or liabilities in connection with acquisitions [removed: including] [added: including,] but not limited [removed: to] [added: to,] cybersecurity risks associated with integrating our networks or systems with those of acquired entities.

We expect these conditions to continue in the foreseeable future.

- Required refunds for customer prepayments resulting from our inability to ship to certain jurisdictions, especially for customers in China, as described in more detail below.

If we are required to make such refunds, our cash flows could be negatively affected;

Over the past several years, there have been a variety of rules and regulations issued by BIS that have had an impact on our ability to sell certain products and provide certain services to certain customers in China.

These rules and regulations may significantly harm our business, results of operations, financial condition and cash flows in future periods, unless we are able to obtain required licenses.

We maintain significant operations outside the United States, and existing and evolving trade restrictions imposed by the U.S. and other governments could significantly disrupt our global operations.

The U.S. government has tightened export controls for commodities, software, and technology (collectively, “items”) destined to China over the past several years.

These controls have included, for example, restrictions on exporting certain items to military end users and for military end uses, the addition of numerous entities to the U.S. Entity List (a list of parties that are generally ineligible to receive U.S.-regulated items without prior licensing from BIS), and the creation of new licensing requirements that apply to the export, re-export, and transfer of certain foreign-made items that are the direct product of U.S. origin technology or produced by a plant or major component of a plant that itself is the direct product of U.S. origin technology and which are destined to Huawei or its affiliates and other specified companies on the U.S. Entity List.

In October 2022, BIS published the BIS Rules that introduce restrictions related to semiconductor, semiconductor manufacturing, supercomputer, and advanced computing items and end uses.

These rules impose restrictions on our ability to sell, ship, and support certain equipment and otherwise conduct business with certain counterparties, primarily including China-based companies involved in advanced semiconductor manufacturing.

Further, the BIS Rules impose new restrictions on the activities of U.S. persons with respect to certain items that are not subject to the Export Administration Regulations (“EAR”), which departs from BIS’ typical practice of controlling items that are subject to the EAR, and could further restrict our ability to conduct business in China.

The BIS Rules are complex, and BIS could revise or expand them in response to public comments.

Likewise, BIS may issue guidance clarifying the scope of the rules.

Such revisions, expansions or guidance could change the impact of the rules for our business.

These rules and regulations may significantly harm our business unless we are able to obtain required licenses.

We are applying for export licenses, when required, in an effort to avoid disruption to our and our customers’ operations, but there can be no assurance that export licenses applied for by either us or our customers will be granted.

To the extent BIS does issue licenses to us or to our customers, such licenses may have a short duration or require us to satisfy various conditions.

If pending and future export license applications are not granted, or additional restrictions are imposed, or if regulators adopt new interpretations of existing regulations, the potential impact on us could be material by harming our RPO, requiring us to return substantial deposits received from customers in China for purchase orders, and/or further limiting our ability to meet our contractual obligations and sell our products or provide services to our customers in China.

We may lose revenue in future periods related to anticipated sales to customers in China unless we are able to replace their orders with other customer orders for which either a license has been obtained or is not required.

Our revenue from sales of products and provision of services to customers in China was 27%, 29% and 26% for fiscal years 2023, 2022 and 2021, respectively.

Additionally, the Chinese government has adopted, and may further adopt, new regulations, in response to U.S. government actions, which could adversely affect our ability to do business in China.

We have controls and procedures

designed to maintain compliance with U.S. and other applicable export control laws and regulations; however, we cannot guarantee that such controls and procedures will be successful in preventing violations or allegations of violations, of increasingly complex and often conflicting regulations worldwide.

The complexity and evolving nature of the rules and regulations, and the fact that Commerce or other relevant regulators might adopt interpretations of regulations that differ from those of the Company, increases our risk of non-compliance.

Any violations by us of applicable export laws and regulations could result in significant civil and criminal penalties, including fines and criminal proceedings against the Company or responsible employees, a denial of export privileges, suspension or debarment.

Our employees, customers, suppliers or other third parties with whom we work may also engage in conduct for which the Company might be held responsible.

We could face significant compliance, litigation or settlement costs and diversion of management’s attention from our business as a result.

Further, the Company may be subject to negative publicity or reputational harm, resulting in reduced demand for our products, employee attrition and other negative impact on our business, results of operations, financial condition and cash flows.

Any failure to comply with applicable environmental laws, regulations or requirements may subject us to a range of

For example, in August 2022, we announced new targets to reduce our Scope 1 and 2 emissions by 50% from our 2021 baseline to 2030 and achieve net zero Scope 1 and 2 emissions by 2050.

By contrast, any

Our competitors have targeted individuals in our organization who have desired skills and experience.

We also integrate and use third-party services and products, including software, in our systems, networks and operations.

In addition, insider actors, malicious or otherwise, could misappropriate our, our customers’ or business partners’ data, tamper with our products or

otherwise cause disruptions to our business operations.

AI may be used to generate cyberattacks as AI capabilities improve and are increasingly adopted.

These attacks crafted with AI tools could directly attack information systems with greater speed and/or efficiency than a human threat actor or create more effective phishing emails.

In addition, the threat could be introduced from the result of our customers and business partners incorporating the output of an AI tool that includes a threat, such as introducing malicious code by incorporating AI generated source code.

For example, in February 2023, one of our suppliers experienced a ransomware event that caused delays in its manufacturing operations, resulting in its shipment delays to us for components we ordered, which in turn caused delays in some of our outbound shipments during the quarter.

Such events could cause disruptions in the future.

COVID-19 Pandemic Risks

- Shortages or disruption in the supply chain could affect our ability to timely process components for our products;

- Travel bans, lockdowns, or quarantine requirements could delay our ability to install or service our products;

- Governmental orders or employee exposure could cause manufacturing stoppages for us or our customers or suppliers;

- Continued volatility and uncertainty in customer demand for our products, delivery pushouts or cancellations of orders by our customers;

- Increased costs or inability to acquire components necessary for the manufacture of our products;

- Absence of liquidity at customers and suppliers; and

- Loss of efficiencies and increased cybersecurity risks due to remote working requirements for our employees.

Risks Related to the COVID-19 Pandemic

The current COVID-19 pandemic and the potential aftereffects from it could materially harm our business, financial condition and results of operations.

The COVID-19 pandemic has caused substantial global disruptions, including in the jurisdictions where we conduct business and may cause additional disruptions in the future, which are impossible to predict.

Local, regional and national authorities in numerous jurisdictions have implemented a variety of measures designed to slow the spread of the virus, including social distancing guidelines, quarantines, banning of non-essential travel and requiring the cessation of non-essential activities on the premises of businesses.

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

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

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

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

Despite the wide availability of COVID-19 vaccines in the U.S. and in other parts of the world, we are unable to predict how effective they will continue to be in preventing the spread of COVID-19 (including its variant strains).

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

Some of the risks associated with the pandemic or a worsening of the pandemic in the future include:

- Cancellation or reduction of routes available from common carriers, which may cause delays in our ability to deliver or service our products or receive components from suppliers necessary to manufacture or service our products;

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

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

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

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

- Increased costs or inability to acquire components necessary for the manufacture of our products due to reduced availability or rising inflation;

- Absence of liquidity at customers and suppliers caused by disruptions from the pandemic, which may hamper the ability of customers to pay for the products they purchase on time or at all, or hamper the ability of our suppliers to continue to supply components to us in a timely manner or at all; and

- Loss of efficiencies due to remote working requirements for our employees.

If any of the foregoing risks occur or intensify during this pandemic, our business, financial condition and results of operations could be materially adversely affected.

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

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

For example, Commerce has added numerous China-based entities to the U.S. Entity List, including Fujian Jinhua Integrated Circuit Company, Ltd., Huawei and Semiconductor Manufacturing International Corporation, restricting our ability to provide products and services to

such entities without an export license.

Even if we apply for licenses to sell our products or provide services to companies on Commerce’s U.S. Entity List, there can be no assurance that licenses will be granted.

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

To date, these rules have not significantly impacted our operations, but we are continually monitoring their impact.

If additional companies are added to Commerce’s U.S. Entity List, or other licensing requirements or restrictions are imposed, thereby limiting our ability to sell our products or services to other customers in China, our business could be significantly harmed.

Similar actions by the U.S. government or another country could impact our ability to provide our products and services to existing and potential customers.

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

processes, we may experience operational difficulties (such as limitations on our ability to ship products), increased costs, manufacturing or service interruptions or delays, loss of intellectual property rights or other sensitive data, quality and compliance issues, and challenges in managing our product inventory or recording and reporting financial and management information, any of which could materially and adversely affect our business, financial condition and results of operations.

As part of this effort, in February 2019, we announced that we

Discussions and analysis of fiscal year [removed: 2021] [added: 2022] as compared against fiscal year [removed: 2020] [added: 2021] 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: 2021,] [added: 2022,] filed with the SEC.

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

[removed: Any push] [added: Push] out or cancellation of deliveries [removed: by] [added: to] our customers could cause earnings volatility, due to [removed: increases in risk] [added: the timing] of [removed: inventory related charges] [added: revenue recognition] as well as [removed: the timing] [added: increased risk] of [removed: revenue recognition.][added: inventory-related charges.]

We are organized into [removed: four] [added: three] reportable [removed: segments:][added: segments.]

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

[removed: Government] [added: Chinese 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: adopted regulations and] 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 [removed: new] export licensing requirements on China-based customers [added: that are military end users or] 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 [removed: Huawei or its affiliates.][added: certain entities on the U.S. Entity List.]

[removed: While these new rules have not significantly impacted our operations to date,] [added: See Part I, Item 1A “Risk Factors” in this report for more information regarding how] such actions by the U.S. government or another country could [added: significantly] impact our ability to provide our products and services to existing and potential [removed: customers] [added: customers, especially in China,] and adversely affect our [removed: business.][added: business, financial condition and results of operations.]

| (Dollar amounts in thousands, except diluted net income per share) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Total revenues | | | $ | [removed: 9,211,883] [added: 10,496,056] | | | | | $ | [removed: 6,918,734] [added: 9,211,883] | | | | | $ | [removed: 5,806,424] [added: 6,918,734] | |

| Costs of revenues | | | $ | [removed: 3,592,441] [added: 4,218,307] | | | | | $ | [removed: 2,772,165] [added: 3,592,441] | | | | | $ | [removed: 2,449,561] [added: 2,772,165] | |

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

| Net income attributable to [removed: KLA(1)] [added: KLA] | | | $ | [removed: 3,321,807] [added: 3,387,277] | | | | | $ | [removed: 2,078,292] [added: 3,321,807] | | | | | $ | [removed: 1,216,785] [added: 2,078,292] | |

| Diluted net income per share attributable to KLA | | | $ | [removed: 21.92] [added: 24.15] | | | | | $ | [removed: 13.37] [added: 21.92] | | | | | $ | [removed: 7.70] [added: 13.37] | |

For additional [removed: details,] [added: information,] refer to Note [removed: 7 “Goodwill and Purchased Intangible Assets” and Note 8 “Debt”] [added: 20 “Restructuring Charges”] to our Consolidated Financial Statements.

[removed: The revenues are recognized as separate] performance obligations that are satisfied by transferring control of the product or service to the customer.

The estimate is [added: reviewed for material changes and] updated at each reporting period.

The majority of product sales [removed: include] [added: includes] a standard six to 12-month warranty that is not separately paid for by the customers.

We have concluded that the standard 12-month [removed: warranty] [added: warranty,] as well as any extended warranty periods included in the initial product [removed: sales] [added: sales,] are separate performance obligations for most of our products.

Although [removed: the] [added: our] products are generally not sold with a right of return, we may provide other credits or sales incentives, which are accounted for either as variable consideration or material right, depending on the specific terms and conditions of the arrangement.

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 [removed: IPR&D] [added: in-process research and development (“IPR&D”)] into commercially viable products, estimated cash flows from the projects when completed, including assumptions associated with the technology migration curve, estimated royalty rates used in valuing [removed: technology related] [added: technology-related] intangible assets, and discount rates.

[removed: Inventories.] [added: Inventory Valuation.] Inventories are stated at the lower of cost [removed: (on a first-in, first-out basis)] or net realizable [removed: value.][added: value using standard costs that approximate actual costs on a first-in, first-out basis.]

Abnormal inventory costs such as costs of idle facilities, excess freight and handling [removed: costs,] [added: costs] and spoilage are recognized as current period charges.

An accrual is made when it is probable that a liability has been incurred or an asset has been [removed: impaired] [added: impaired,] and the amount of loss can be reasonably estimated.

See Note [removed: 16 “Commitments and Contingencies” and Note] 15 “Litigation and Other Legal Matters” [added: and Note 16 “Commitments and Contingencies”] to our Consolidated Financial Statements for additional details.

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

We review [added: purchased] indefinite-lived intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying value of the assets may not be fully recoverable.

The authoritative accounting guidance allows a qualitative approach for testing [added: purchased] indefinite-lived intangible assets for impairment, similar to the impairment testing guidance for goodwill.

It allows the option to first assess qualitative factors (events and circumstances) that could have affected the significant inputs used in determining the fair value of the [added: purchased] indefinite-lived intangible asset.

The qualitative factors assist in determining whether it is more-likely-than-not that the [added: purchased] indefinite-lived intangible asset is impaired.

An organization may choose to bypass the qualitative assessment for any [added: purchased] indefinite-lived intangible asset in any period and proceed directly to calculating its fair value.

Our [added: purchased] indefinite-lived intangible assets are IPR&D intangible assets.

[removed: 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.

This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in [added: tax law, effectively settled issues under audit and new audit activities.]

| (Dollar amounts in thousands) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: FY22] [added: FY23] vs. [removed: FY21] [added: FY22] | | | | | | | | | | | | [removed: FY21] [added: FY22] vs. [removed: FY20] [added: FY21] | | | | | | | | |

| Product | | | $ | [removed: 7,301,428] [added: 8,379,025] | | | | | $ | [removed: 5,240,316] [added: 7,301,428] | | | | | $ | [removed: 4,328,725] [added: 5,240,316] | | | | | $ | [removed: 2,061,112] [added: 1,077,597] | | | | | [removed: 39] [added: 15] | | % | | | | $ | [removed: 911,591] [added: 2,061,112] | | | | | [removed: 21] [added: 39] | | % |

| Service | | | [removed: 1,910,455] [added: 2,117,031] | | | | | | [removed: 1,678,418] [added: 1,910,455] | | | | | | [removed: 1,477,699] [added: 1,678,418] | | | | | | [removed: 232,037] [added: 206,576] | | | | | | [removed: 14] [added: 11] | | % | | | | [removed: 200,719] [added: 232,037] | | | | | | 14 | | % |

| Total revenues | | | $ | [removed: 9,211,883] [added: 10,496,056] | | | | | $ | [removed: 6,918,734] [added: 9,211,883] | | | | | $ | [removed: 5,806,424] [added: 6,918,734] | | | | | $ | [removed: 2,293,149] [added: 1,284,173] | | | | | [removed: 33] [added: 14] | | % | | | | $ | [removed: 1,112,310] [added: 2,293,149] | | | | | [removed: 19] [added: 33] | | % |

| Costs of revenues | | | $ | [removed: 3,592,441] [added: 4,218,307] | | | | | $ | [removed: 2,772,165] [added: 3,592,441] | | | | | $ | [removed: 2,449,561] [added: 2,772,165] | | | | | $ | [removed: 820,276] [added: 625,866] | | | | | [removed: 30] [added: 17] | | % | | | | $ | [removed: 322,604] [added: 820,276] | | | | | [removed: 13] [added: 30] | | % |

| Gross margin | | | [removed: 61%] [added: 60%] | | | | | | [removed: 60%] [added: 61%] | | | | | | [removed: 58%] [added: 60%] | | | | | | [removed: 1%] [added: (1)%] | | | | | | | | | | | | [removed: 2%] [added: 1%] | | | | | | | | |

Continuing advancement of technology spurred by the economic, power and performance benefits of being at the leading edge, increasing involvement in legacy nodes as semiconductor content increases, and innovation and growth of new enabling technologies are fueling long-term growth for the semiconductor equipment industry.

As we get further into 2023, the macro-driven slowdown continues to have an impact on semiconductor device demand as the semiconductor industry rebalances its supply chain and inventory levels.

As a result, memory device manufacturers and foundry/logic customers are reducing their capacity expansion-focused capital expenditure plans for calendar 2023.

While we continue to invest in technological innovation, we are focusing on moderating our spending levels to reflect the changing environment.

Prior to July 1, 2022, we had a fourth segment, Other, but core assets from that segment were sold, making it non-operational and the segment was eliminated.

The remaining three segments are as follows:

In addition, in October 2022, the BIS Rules imposed export licensing requirements for certain U.S. semiconductor and high-performance computing technology (including wafer fab equipment), for the use of such technology for certain end uses in

China, and for the provision of support by U.S. Persons to certain advanced IC fabs located in China.

In particular, the BIS Rules impose export license requirements effectively on all KLA products and services to customers located in China that fabricate:

a.

Non-planar ICs (e.g., FinFet or GaaFeT) or 14/16nm and below logic ICs;

b.

NAND ICs at 128 layers and above; and

c.

DRAM ICs using a “production” technology node of 18 nanometer half-pitch or less.

KLA is also restricted from providing certain U.S. origin tools, software and technology to certain wafer fab equipment manufacturers and maskshops located in China, absent an export license.

We are taking appropriate measures to comply with such regulations and are applying for export licenses, when required, to avoid disruption to our customers’ operations.

While some export licenses have been obtained by us or our customers, there can be no assurance that export licenses applied for by either us or our customers will be granted.

The BIS Rules are complex, and while they have not significantly impacted our operations to date, the possible negative effects on our future business of export licenses not being granted could be material and could result in a substantial reduction to our RPO or require us to return substantial deposits received from customers in China for purchase orders.

We are continuously assessing the aggregate potential impact of the existing regulations and BIS Rules on our financial results and operations.

There is a likelihood of system reallocation of products to other customers where supply is meaningfully below demand for those products.

The revenues are recognized as separate

The carrying value of product inventory is reduced for estimated obsolescence equal to the difference between its cost and the estimated net realizable value based on assumptions about future demand for meeting our product manufacturing plans.

The carrying value of service inventory is reduced for estimated obsolescence equal to the difference between its cost and the estimated net realizable value based on assumptions about future demand to meet our customers’ support requirements.

The Company’s policy is to assess the valuation of all inventories including manufacturing raw materials, work-in-process, finished goods and spare parts in each reporting period.

The estimate of net realizable value of inventory is impacted by assumptions regarding general semiconductor market conditions, manufacturing schedules, technology changes, new product introductions and possible alternative uses, and require us to use significant judgment that may include uncertain elements.

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

| (Dollar amounts in thousands) | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | FY23 vs. FY22 | | | | | | | | | | | | FY22 vs. FY21 | | | | | | | | |

| Total segment revenues | | | $ | 10,499,192 | | | | | $ | 9,213,577 | | | | | $ | 6,916,661 | | | | | $ | 1,285,615 | | | | | 14 | | % | | | | $ | 2,296,916 | | | | | 33 | | % |

(2)The fiscal 2021 and fiscal 2022 presentations of segments have been modified to be consistent with the fiscal 2023 presentation in that the Other segment’s revenue is no longer included in segment revenues but is now included in the “corporate allocations and effects of changes in foreign currency exchange rates” amount that reconciles the segment subtotal to total revenues.

The primary factors impacting the performance of our segment revenues for fiscal year 2023 compared to fiscal year 2022 are summarized as follows:

| Manufacturing labor, overhead and efficiencies | | | (0.1) | | % |

| (Dollar amounts in thousands) | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | FY23 vs. FY22 | | | | | | | | | | | | FY22 vs. FY21 | | | | | | | | |

| Total segment gross profit | | | $ | 6,460,766 | | | | | $ | 5,789,163 | | | | | $ | 4,302,499 | | | | | $ | 671,603 | | | | | 12 | | % | | | | $ | 1,486,664 | | | | | 35 | | % |

(2) The fiscal 2021 and fiscal 2022 presentations of segments have been modified to be consistent with the fiscal 2023 presentation in that the Other segment’s gross profit is no longer included in segment gross profit but is now included in the “acquisition-related charges, corporate allocations and effects of changes in foreign currency exchange rates” amount that reconciles the segment subtotal to total gross profit.

- Specialty Semiconductor Process segment gross profit increased primarily due to a higher revenue volume partially offset by an increase in service and manufacturing costs.

- PCB, Display and Component Inspection segment gross profit decreased primarily due to a lower revenue volume.

| (Dollar amounts in thousands) | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | FY23 vs. FY22 | | | | | | | | | | | | FY22 vs. FY21 | | | | | | | | |

| (Dollar amounts in thousands) | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | FY23 vs. FY22 | | | | | | | | | | | | FY22 vs. FY21 | | | | | | | | |

SG&A expenses during the fiscal year ended June 30, 2023 increased compared to the fiscal year ended June 30, 2022 primarily due to an increase of $33.7 million in facilities-related expenses, an increase of $32.6 million in depreciation expense, an increase in travel expenses of $23.8 million, compensation-related expense of $16.8 million from the sale of Orbograph Ltd. (“Orbograph”), allowances for credit losses of $12.3 million and restructuring expense of $9.3 million.

The favorable end market dynamics are driving our customers to make increased investments in our process control and yield management solutions as part of their overall capital investment plans.

These trends also drive demand for our other products such as those used in the PCB, FPD and Specialty Semiconductor manufacturing, where the increase in technology complexity is expected to continue and further accelerate as more devices become interconnected and dependent on other electronic devices.

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

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

Some of our customers, particularly in the 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.

- Other: products that do not fall into the three segments above.

__________________

(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.

Impact of COVID-19

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

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

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

On the other hand, the resumption of growth has caused us to experience new constraints in our supply chain.

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

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

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

We remain committed to the health and safety of our employees, contractors, suppliers, 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 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 may take further actions or alter our business operations that we determine are in the best interests of our employees, customers, partners, suppliers, and stakeholders, or as required by federal, state, or local authorities.

Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation.

We review and set standard costs semi-annually at current manufacturing costs in order to approximate actual costs.

We write down product inventory based on forecasted demand and technological obsolescence and service spare parts inventory based on forecasted usage.

These factors are impacted by market and economic conditions, technology changes, new product introductions and changes in strategic direction and require estimates that may include uncertain elements.

quantitative test is then performed by estimating the fair value of the reporting unit and comparing it to its carrying value including goodwill.

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

| Other | | | — | | | | | | 739 | | | | | | 3,614 | | | | | | (739) | | | | | | (100) | | % | | | | (2,875) | | | | | | (80) | | % |

| Total revenues | | | $ | 9,213,577 | | | | | $ | 6,917,400 | | | | | $ | 5,806,211 | | | | | $ | 2,296,177 | | | | | 33 | | % | | | | $ | 1,111,189 | | | | | 19 | | % |

| | | | | | |

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

| | | | $ | 5,789,163 | | | | | $ | 4,302,431 | | | | | $ | 3,527,468 | | | | | $ | 1,486,732 | | | | | 35 | | % | | | | $ | 774,963 | | | | | 22 | | % |

- The segment gross profits of the Specialty Semiconductor Process segment increased primarily due to a more favorable mix of products and services sold as well as a higher revenue volume.

- 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.

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.

Goodwill Impairment

We performed our annual impairment assessment of goodwill as of February 28, 2022 and concluded that goodwill was not impaired.

For the fiscal year ended June 30, 2020, as a result of our annual goodwill impairment testing for all reporting units, we recorded $144.2 million and $112.5 million in impairment charges in the Specialty Semiconductor Process and PCB and Display reporting units, respectively, in the three months ended March 31, 2020.

Restructuring charges were $12.4 million for the year ended June 30, 2021 and included $3.9 million of non-cash charges for accelerated depreciation related to certain right-of-use (“ROU”) assets and fixed assets to be abandoned.

Restructuring charges were $7.7 million for the year ended June 30, 2020.

For additional information refer to Note 20 “Restructuring Charges” to our Consolidated Financial Statements.

All of the potential changes noted below are based on sensitivity analyses performed on our financial position as of June 30, [removed: 2022.][added: 2023.]

As of June 30, [removed: 2022,] [added: 2023,] we had an investment portfolio of fixed income securities of [removed: $1.01] [added: $1.23] billion.

If market interest rates were to increase immediately and uniformly by 100 bps from levels as of June 30, [removed: 2022,] [added: 2023,] the fair value of the portfolio would have declined by [removed: $9.4] [added: $12.4] million.

The fair market value of [added: our] long-term fixed interest rate [removed: notes] [added: Senior Notes] is subject to interest rate risk.

[removed: The] [added: Generally, 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: 2022,] [added: 2023,] the fair value and the book value of our Senior Notes due in various fiscal years ranging from 2025 to 2063 were [removed: $6.39] [added: $5.69] billion and [removed: $6.45] [added: $5.89] billion, respectively.

[removed: Subject to the terms of Credit Agreement, the] [added: We have in place a] Revolving Credit Facility [added: that] 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: 2022,] [added: 2023,] we had [removed: an aggregate principal amount of $275.0 million outstanding] [added: no borrowings] under the Revolving Credit Facility.

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

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

As of June 30, [removed: 2022] [added: 2023] the annual commitment fee was [removed: 9] [added: 8.5] bps.

[removed: At] [added: Additionally, as of] June 30, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] the fair value of our investment in the marketable equity security, which began publicly trading on the Tokyo Stock Exchange on April 5, 2021, was [removed: $11.0] [added: $18.2] 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: $6] [added: $9] million, based on the value as of June 30, [removed: 2022.][added: 2023.]

See Note 5 “Marketable Securities” to our Consolidated Financial Statements in Part II, Item 8; “Liquidity and Capital Resources” in [removed: Management’s] [added: “Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations] [added: Operations”] in Part II, Item 7; and [removed: Risk Factors] [added: “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: 2022.][added: 2023.]

As of June 30, [removed: 2022,] [added: 2023,] we had net forward and option contracts to purchase [removed: $58.2] [added: $329.7] 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: 2022,] [added: 2023,] the U.S. dollar equivalent would have been [removed: $64.2] [added: $353.3] million.

A 10% adverse move in all currency exchange rates affecting the contracts would decrease the fair value of the contracts by [removed: $94.2] [added: $74.5] 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.

[removed: Certain] [added: Specific] industry and technical terms used in this section are defined in the subsection entitled [removed: “Glossary”] [added: “Glossary,”] found at the end of this Item 1.

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

Our suite of advanced products, coupled with our unique yield management software and services, allow us to deliver the solutions our customers need to achieve their productivity [removed: goals, including] [added: goals by significantly] improving [removed: yields and] [added: yields,] reducing waste, [removed: by significantly] reducing [removed: their] risks and [removed: costs and improving their overall profitability and return on investment.][added: reducing costs.]

KLA was formed as KLA-Tencor [added: Corporation] in April 1997 through the merger of KLA Instruments Corporation and Tencor Instruments, two long-time leaders in the semiconductor capital equipment industry that began operations in 1975 and 1976, respectively.

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

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

Within the Specialty Semiconductor Process segment, [removed: which includes the SPTS business, KLA develops] [added: we develop] and [removed: sells] [added: sell] advanced vacuum deposition and [removed: etching] [added: etch] 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.

[removed: Within the] [added: The] PCB, Display and Component Inspection [removed: segment, which includes the PCB, FPD, Frontline and ICOS businesses, KLA] [added: segment] enables electronic device manufacturers to inspect, test and measure PCBs, [added: IC substrates,] 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.

[removed: The] [added: Our] Annual 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 [removed: SEC.][added: United States Securities and Exchange Commission (“SEC”).]

Information [removed: contained] on [removed: KLA’s] [added: our] website is not part of this Annual Report on Form 10-K or [removed: KLA’s] [added: our] other filings with the SEC.

Additionally, these filings may be obtained through the SEC’s website (www.sec.gov), which contains reports, proxy and information [removed: statements,] [added: statements] and other information regarding issuers that file electronically.

Investors and others should note that [removed: KLA announces] [added: we announce] material financial information to investors using an investor relations website (ir.kla.com), which includes [removed: KLA’s] [added: our] SEC filings, press releases, public earnings calls and conference webcasts.

The investor relations website is used to communicate with the public about [removed: the Company,] [added: us and our] products, services and other matters.

[removed: KLA’s] [added: Our] core focus is enabling technological advances [removed: as well as] [added: and] improving manufacturing yields in the semiconductor industry.

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

Other, more specialized wafers, such as epitaxial silicon (“epi”), silicon on insulator (“SOI”), gallium nitride (“GaN”) and silicon carbide (“SiC”) are also [removed: common] [added: used] in the semiconductor industry.

Most advanced chip designs require hundreds of individual steps, many [removed: of which are] performed multiple times.

[removed: The majority of] [added: Most] chips consist of two main structures: the lower structure, typically consisting of transistors or [removed: capacitors] [added: capacitors,] which [removed: perform] [added: performs] the “smart” functions; and the upper “interconnect” structure, typically consisting of [removed: circuitry] [added: circuitry,] which connects the components in the lower structure.

[removed: Our business depends upon the capital expenditures of semiconductor, semiconductor-related and electronic device manufacturers, which in turn] [added: This] is driven by the current and anticipated market demand for ICs, products utilizing ICs and other electronic components.

[removed: We do not consider] [added: Still,] our business [removed: to be seasonal in nature, but it] has historically been cyclical with respect to the capital equipment procurement practices of semiconductor, semiconductor-related and electronic device manufacturers, and it is impacted by the investment patterns of such manufacturers in different global markets.

Companies [removed: that anticipate] [added: anticipating] future market demands by developing and advancing new technologies and manufacturing processes are better positioned to lead in the semiconductor market.

Accelerating the yield ramp and maximizing production yields of high-performance devices are [removed: key] [added: critical] goals of modern semiconductor [added: and related electronics] manufacturing.

Ramping to high-volume production ahead of competitors can dramatically increase [removed: the revenue an] IC [removed: manufacturer realizes] [added: manufacturers’ revenue and profit] for a given product.

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

[removed: For example, as] [added: As] design rules decrease, yields become more sensitive to the size and density of defects.

The semiconductor capital equipment industry [removed: is currently] [added: has been] experiencing multiple growth drivers bolstered by demand for semiconductors from [removed: leading edge] [added: leading-edge] foundry and logic manufacturers to support computational power and connectivity for markets such as artificial intelligence (“AI”) and 5G wireless [removed: technology.][added: technology and increasing investment by our customers in legacy nodes.]

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

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

[added: The People’s Republic of] China [added: (“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.

[removed: Government] [added: The Chinese government] initiatives are propelling China to expand its domestic manufacturing capacity.

Although China is currently seen as an important long-term growth region for the semiconductor capital equipment sector, [removed: the U.S. Department of] Commerce [removed: (“Commerce”)] has added certain China-based entities to the U.S. Entity [removed: List,] [added: List (a list of parties that are generally ineligible to receive U.S. regulated items without prior licensing from BIS,] restricting our ability to provide products and services to such entities without a license.

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

Our key R&D activities during the fiscal year ended June 30, [removed: 2022] [added: 2023] involved the development of process control and process-enabling solutions for a broad range of industries including semiconductors, PCBs and displays.

The strength of our competitive positions in many of our existing markets is [removed: largely] [added: primarily] due to our leading technology, which is the result of our continuing significant investments in product R&D.

Even during down cycles in the semiconductor industry, we have remained committed to significant engineering efforts toward both product improvement and new product development [removed: in order] to enhance our competitive position.

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

For the fiscal years ended June 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] the following customers each accounted for more than 10% of total revenues, primarily in the Semiconductor Process Control segment:

| [removed: Year] [added: Fiscal Year] Ended June 30, | | | | | | | | | | | | | | |

| [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

Our sales, service and marketing efforts [removed: are aimed at building] [added: aim to build] deep long-term relationships with our customers.

This improves their overall profitability and return on investment.

Prior to July 1, 2022, we had a fourth segment, Other, but core assets from that segment were sold, making it non-operational and the segment was eliminated.

Our business depends upon the capital expenditures of semiconductor, semiconductor-related and electronic device manufacturers.

We do not consider our business to be seasonal.

In addition, Commerce has imposed export licensing requirements on China-based customers that are military end users or engaged in military end uses.

In addition, international sales may be adversely affected by the economic conditions in each country and by fluctuations in currency exchange rates.

Products and Services

| | | | Packaging Manufacturing: Wafer Inspection and Metrology, Chemistry Process Control Wafer inspection and metrology systems for advanced wafer-level packaging help packaging manufacturers detect, resolve and monitor excursions to provide greater control of quality for improved device performance. Chemistry process monitoring systems analyze and monitor wet chemicals used in wafer-level packaging (WLP), panel-level packaging (PLP), and IC substrates. | | | Kronos™ Series, CIRCL™-AP, irArcher® Series, PWG5™ with XT Option, QualiSurf® Series, Quali-Fill® Libra® Series, QualiLab Elite® Series, Quali-Dose | | |

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

However, more recently, we have seen the macro-driven slowdown have an impact on consumers’ semiconductor device demand, causing the semiconductor industry to rebalance its supply chain and inventory levels.

As a result, some of our customers began adjusting their capacity expansion-focused capital expenditure plans for calendar year 2023.

As customers try to balance the evolution of their technological, production or market needs with the timing and content of orders placed with us, there is increased risk of order modifications, pushouts, or cancellations.

It also has the potential to cause earnings volatility for us as it can affect our revenue recognition and increase the likelihood of inventory-related charges.

Export restrictions: Commerce and BIS have mandated the following (the “BIS Rules”):

- Requiring an export license from BIS for sale of anything to an entity on the U.S. Entity List of China-based entities, which is a list of parties that are generally ineligible to receive U.S.-regulated products and services without prior licensing, as well as for the use of certain semiconductor capital equipment based on U.S. technology to manufacture products connected to certain entities on the U.S. Entity List.

- Requiring an export license for sales to China-based customers that are military end users or engaged in military end uses, and for certain U.S. semiconductor and high-performance computing technology (including wafer fab

equipment), for the use of such technology for certain end uses in China, and for the provision of support by U.S. persons to certain advanced IC fabs located in China.

We are taking appropriate measures to comply with these regulations and are applying for export licenses, when required, although there can be no assurance that export licenses will be granted.

The possible negative effects on our future business of export licenses not being granted could be material and could result in a substantial reduction to our RPO or require us to return substantial deposits received from customers in China for purchase orders.

Certain parts and raw materials included in our systems may be obtained only from a single supplier or a limited group of suppliers.

For information about risks related to government regulations, see “Backlog - Export restrictions” above and Item 1A “Risk Factors” in this Annual Report on Form 10-K.

Training and awareness are central to the strategy’s success.

KLA unveiled four new products which serve as an enabler for electric vehicle (“EV”) technologies.

Our devices help customers make the necessary high-power, energy-efficient compound semiconductors which are needed throughout the entire EV assembly.

Our goals include using 100% renewable electricity across our global operations by 2030, reducing our Scope 1 and 2 emissions from our 2021 baseline by 50% by 2030 and achieving net zero Scope 1 and 2 emissions by 2050.

globally.

KLA is committed to protecting and respecting our environment and energy resources throughout our operations for future generations, and follows the recommendations of the Task Force on Climate-Related Financial Disclosures, transparently reporting climate-related governance, strategy, risk management, metrics and targets to our stakeholders.

We also provide bonus plans and profit sharing to employees who do not receive RSUs.

In our drive to be better, we seek to create a more diverse workforce year over year.

We do this because KLA, like society, benefits when we work with diverse teams to harness varying perspectives and talents in the furtherance of humanity.

KLA is an equal opportunity employer and we are in compliance with affirmative action requirements applicable to federal contractors.

In fiscal year 2022, we introduced a new campaign called Inclusion For All.

This campaign engages all employees in KLA’s inclusion and diversity efforts by providing tips and everyday actions that can have large impacts.

This campaign supplements the formal training we offer around I&D, and the work of our Employee Resource Groups (“ERG”).

KLA currently has four ERGs with chapters all around the world to engage employees in service of our I&D and business goals, fostering an inclusive environment.

WISE (Women in STEM, Empowered), is an employee-led group that includes people of all genders, who have joined to support the professional growth of women at KLA.

WISE has chapters in the U.S., Israel, Europe and India with more chapters forming in other regions.

Konexión, is our Hispanic/Latinx ERG where employees can interact and innovate through cultural sharing and understanding of the Hispanic/Latinx community.

Celebrating our diversity through formal observations of cultural holidays is another way we advance inclusion at KLA.

These celebrations are an important way for KLA employees to learn about different traditions, cultural norms and our own employees’ experiences with different cultures.

On February 20, 2019, KLA completed the acquisition of Orbotech, Ltd. (“Orbotech”), a global supplier of yield-enhancing and process-enabling solutions for the manufacture of electronics products, in order to target growth opportunities in new and expanding end markets.

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 high-volume production.

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.

Products

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

A range of industries, including general scientific and materials research and optoelectronics, require measurements of surface topography and film thickness to either control their processes or research new material characteristics.

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

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

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.

Customer communication delays for orders already placed could affect our ability to respond quickly in weakening demand environments, which could harm our results of operations.

In our efforts to balance the requirements of our customers with the availability of resources, management of our operating model and other factors, we often must exercise discretion and judgment as to the timing and prioritization of manufacturing, deliveries and installations of products, which may impact the timing of revenue recognition with respect to such products.

finished products.

No

Compliance with these laws and regulations did not have in fiscal 2022, and is not expected to have in fiscal 2023, a material effect on our capital expenditures, financial condition, results of operations or competitive position.

KLA is committed to protecting and respecting our environment and energy resources for future generations throughout our manufacturing operations.

For example, we have set a goal to use 100% renewable electricity across our global operations by 2030.

We include details in our Global Impact Report that are not included in this Form 10-K because we

In the first half of fiscal 2022 we performed a mid-year salary review and made adjustments to improve our competitiveness in the market.

At KLA, we recognized those challenges and expanded our benefits to include remote learning and childcare leave for employees in the U.S. and some of our other locations.

We offered parenting webinars through our Connecting Employees website for

parents to learn more about adolescent mental health.

Some sessions have included helping teens through COVID-19, talking to children about racism, and supporting children with anxiety.

We celebrate the diversity of our employees, customers and partners, and we are committed to fostering a culture of conscious inclusion.

Throughout fiscal 2022, we continued to strengthen our engagement on I&D.

We also expanded our Employee Resource Groups (“ERG”) to engage employees in service of our I&D goals.

In addition to the ERG called WISE (Women in STEM, Empowered), an employee-led group that includes people of all genders who have joined to support the professional growth of women at KLA and foster an inclusive environment, Konexión, our Hispanic/Latinx ERG where employees can interact and innovate through cultural sharing and understanding of the Latinx community, and MOSAIC, which comprises a diverse group of employees at KLA’s second North American headquarters in Ann Arbor, Michigan working together to build a culture of inclusion across all dimensions, all of which were launched in 2020, KLA also launched BELIEVE (Black Employees Leading in Inclusion, Excellence, Values and Education) in fiscal 2022.

In addition, our executives conduct regular weekly and quarterly webcasts.

Even though our survey rated our level of engagement as being “good,” we realize that we have several opportunities for improvement and will continue to involve our employees in seeking ways we can get even better.

In addition, our flexible work options have enabled employees to remain safely at home during quarantines to support their families and prevent cross-contamination in the workplace.

Through this period we continued the implementation of an infectious disease playbook, work from home programs, health check protocols, screenings for all employees working on-site, new process workflows at physical sites to ensure reduced contact for employees working on-site, contact tracing processes and protocols, quarantining and testing protocols for exposure and positive tests, on-site vaccination clinics, travel guidelines and protocols to ensure employees who must travel for work can do so safely and phased return-to-work plans and approval processes to enable non-manufacturing employees to return-to-work when permitted by local government regulations.

| | | | For the Fiscal Year Ended | | | June 30, [removed: 2022] [added: 2023] | | |

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: 2021,] [added: 2022,] was approximately [removed: $64.80] [added: $52.14] billion.

The registrant had [removed: 141,803,776] [added: 136,720,074] shares of common stock outstanding as of July [removed: 18, 2022.][added: 17, 2023.]

Portions of the Proxy Statement for the [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] are incorporated by reference into Part III of this report.

| | | | | | | [Special Note Regarding Forward-Looking [removed: Statements](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_10)] [added: Statements](#i91684fd3dc5042b0b621e61839641767_10)] | | | [removed: [ii](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_10)] [added: [ii](#i91684fd3dc5042b0b621e61839641767_10)] | | |

| Item 1. | | | | | | [removed: [Business](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_16)] [added: [Business](#i91684fd3dc5042b0b621e61839641767_16)] | | | [removed: [1](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_16)] [added: [1](#i91684fd3dc5042b0b621e61839641767_16)] | | |

| Item 1A. | | | | | | [Risk [removed: Factors](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_19)] [added: Factors](#i91684fd3dc5042b0b621e61839641767_19)] | | | [removed: [14](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_19)] [added: [14](#i91684fd3dc5042b0b621e61839641767_19)] | | |

| Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_22)] [added: Comments](#i91684fd3dc5042b0b621e61839641767_22)] | | | [removed: [32](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_22)] [added: [33](#i91684fd3dc5042b0b621e61839641767_22)] | | |

| Item 2. | | | | | | [removed: [Properties](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_25)] [added: [Properties](#i91684fd3dc5042b0b621e61839641767_25)] | | | [removed: [32](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_25)] [added: [33](#i91684fd3dc5042b0b621e61839641767_25)] | | |

| Item 3. | | | | | | [Legal [removed: Proceedings](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_28)] [added: Proceedings](#i91684fd3dc5042b0b621e61839641767_28)] | | | [removed: [33](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_28)] [added: [33](#i91684fd3dc5042b0b621e61839641767_28)] | | |

| Item 4. | | | | | | [Mine Safety [removed: Disclosures](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_31)] [added: Disclosures](#i91684fd3dc5042b0b621e61839641767_31)] | | | [removed: [33](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_31)] [added: [33](#i91684fd3dc5042b0b621e61839641767_31)] | | |

| Item 5. | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_37)] [added: Securities](#i91684fd3dc5042b0b621e61839641767_37)] | | | [removed: [34](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_37)] [added: [34](#i91684fd3dc5042b0b621e61839641767_37)] | | |

| Item 6. | | | | | | [removed: [\[Reserved\]](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_40)] [added: [\[Reserved\]](#i91684fd3dc5042b0b621e61839641767_40)] | | | [removed: [35](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_40)] [added: [35](#i91684fd3dc5042b0b621e61839641767_40)] | | |

| Item 7. | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_43)] [added: Operations](#i91684fd3dc5042b0b621e61839641767_43)] | | | [removed: [35](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_43)] [added: [35](#i91684fd3dc5042b0b621e61839641767_43)] | | |

| Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_88)] [added: Risk](#i91684fd3dc5042b0b621e61839641767_85)] | | | [removed: [53](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_88)] [added: [53](#i91684fd3dc5042b0b621e61839641767_85)] | | |

| Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_91)] [added: Data](#i91684fd3dc5042b0b621e61839641767_88)] | | | [removed: [54](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_91)] [added: [54](#i91684fd3dc5042b0b621e61839641767_88)] | | |

| | | | | | | [Consolidated Balance Sheets as [removed: of](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_94)] [added: of](#i91684fd3dc5042b0b621e61839641767_91)] June 30, [added: 2023 [and](#i91684fd3dc5042b0b621e61839641767_91)] 2022 [removed: [an](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_94)[d](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_94) [](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_94)2021] | | | [removed: [55](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_94)] [added: [55](#i91684fd3dc5042b0b621e61839641767_91)] | | |

| | | | | | | [Consolidated Statements of Operations for each of the three years in the period [removed: ended](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_97)] [added: ended](#i91684fd3dc5042b0b621e61839641767_94)] June 30, [removed: 2022] [added: 2023] | | | [removed: [56](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_97)] [added: [56](#i91684fd3dc5042b0b621e61839641767_94)] | | |

| | | | | | | [Consolidated Statements of Comprehensive Income for each of the three years in the period [removed: ended](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_100)] [added: ended](#i91684fd3dc5042b0b621e61839641767_97)] June 30, [removed: 2022] [added: 2023] | | | [removed: [57](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_100)] [added: [57](#i91684fd3dc5042b0b621e61839641767_97)] | | |

| | | | | | | [Consolidated Statements of Stockholders’ Equity for each of the three years in the period [removed: ended](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_103) [](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_103)June] [added: ended](#i91684fd3dc5042b0b621e61839641767_100) [](#i91684fd3dc5042b0b621e61839641767_100)June] 30, [removed: 2022] [added: 2023] | | | [removed: [58](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_103)] [added: [58](#i91684fd3dc5042b0b621e61839641767_100)] | | |

| | | | | | | [Consolidated Statements of Cash Flows for each of the three years in the period [removed: ended](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_106)] [added: ended](#i91684fd3dc5042b0b621e61839641767_103)] June 30, [removed: 2022] [added: 2023] | | | [removed: [59](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_106)] [added: [59](#i91684fd3dc5042b0b621e61839641767_103)] | | |

| | | | | | | [Notes to Consolidated Financial [removed: Statements](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_109)] [added: Statements](#i91684fd3dc5042b0b621e61839641767_106)] | | | [removed: [60](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_109)] [added: [60](#i91684fd3dc5042b0b621e61839641767_106)] | | |

| | | | | | | [Report of Independent Registered Public Accounting [removed: Firm](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_187)] [added: Firm](#i91684fd3dc5042b0b621e61839641767_181)] | | | [removed: [105](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_187)] [added: [102](#i91684fd3dc5042b0b621e61839641767_181)] | | |

| | | | | | | [Schedule II Valuation and Qualifying [removed: Accounts](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_190)] [added: Accounts](#i91684fd3dc5042b0b621e61839641767_184)] | | | [removed: [107](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_190)] [added: [104](#i91684fd3dc5042b0b621e61839641767_184)] | | |

| Item 9. | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_193)] [added: Disclosure](#i91684fd3dc5042b0b621e61839641767_187)] | | | [removed: [107](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_193)] [added: [104](#i91684fd3dc5042b0b621e61839641767_187)] | | |

| Item 9A. | | | | | | [Controls and [removed: Procedures](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_196)] [added: Procedures](#i91684fd3dc5042b0b621e61839641767_190)] | | | [removed: [107](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_196)] [added: [104](#i91684fd3dc5042b0b621e61839641767_190)] | | |

| Item 9B. | | | | | | [Other [removed: Information](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_199)] [added: Information](#i91684fd3dc5042b0b621e61839641767_193)] | | | [removed: [108](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_199)] [added: [105](#i91684fd3dc5042b0b621e61839641767_193)] | | |

| Item 9C. | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspectio](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_202)[ns](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_202)] [added: Inspections](#i91684fd3dc5042b0b621e61839641767_196)] | | | [removed: [108](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_199)] [added: [105](#i91684fd3dc5042b0b621e61839641767_193)] | | |

| Item 10. | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_208)] [added: Governance](#i91684fd3dc5042b0b621e61839641767_202)] | | | [removed: [108](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_208)] [added: [106](#i91684fd3dc5042b0b621e61839641767_202)] | | |

| Item 11. | | | | | | [Executive [removed: Compensation](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_211)] [added: Compensation](#i91684fd3dc5042b0b621e61839641767_205)] | | | [removed: [108](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_211)] [added: [106](#i91684fd3dc5042b0b621e61839641767_205)] | | |

| Item 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_214)] [added: Matters](#i91684fd3dc5042b0b621e61839641767_208)] | | | [removed: [108](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_214)] [added: [106](#i91684fd3dc5042b0b621e61839641767_208)] | | |

| Item 13. | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_217)] [added: Independence](#i91684fd3dc5042b0b621e61839641767_211)] | | | [removed: [109](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_217)] [added: [106](#i91684fd3dc5042b0b621e61839641767_211)] | | |

| Item 14. | | | | | | [Principal [removed: Accountant](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_220) [Fees] [added: Accountant Fees] and [removed: Services](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_220)] [added: Services](#i91684fd3dc5042b0b621e61839641767_214)] | | | [removed: [109](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_220)] [added: [106](#i91684fd3dc5042b0b621e61839641767_214)] | | |

| Item 15. | | | | | | [removed: [Exhibit and] [added: [Exhibit](#i91684fd3dc5042b0b621e61839641767_220)[s](#i91684fd3dc5042b0b621e61839641767_220) [and] Financial Statement [removed: Schedules](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_226)] [added: Schedules](#i91684fd3dc5042b0b621e61839641767_220)] | | | [removed: [109](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_226)] [added: [106](#i91684fd3dc5042b0b621e61839641767_220)] | | |

| Item 16. | | | | | | [Form 10-K [removed: Summary](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_232)] [added: Summary](#i91684fd3dc5042b0b621e61839641767_226)] | | | [removed: [111](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_232)] [added: [108](#i91684fd3dc5042b0b621e61839641767_226)] | | |

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 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; 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 [removed: below)] [added: below in Item 1A “Risk Factors”)] 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 [removed: below)] [added: below in Item 1A “Risk Factors”)] for our Revolving Credit Facility; the adoption of new accounting pronouncements; our repayment of our outstanding indebtedness; and our environmental, social and governance (“ESG”) related targets, goals and commitments.*

[removed: - *Ongoing] [added: *•Ongoing] changes in the technology industry, and the semiconductor industry in particular, including future growth rates, pricing trends in end-markets, or changes in customer capital spending patterns;*

[removed: - *Our] [added: *•Our] ability to timely develop new technologies and products that successfully [removed: anticipate or] address changes in the [removed: semiconductor] industry;*

[removed: - *Our] [added: *•Our] ability to maintain our technology advantage and protect [removed: our] proprietary rights;*

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

| | | | | | | [Signatures](#i91684fd3dc5042b0b621e61839641767_229) | | | [109](#i91684fd3dc5042b0b621e61839641767_229) | | |

*•Risks related to our international operations;*

*•Evolving Bureau of Industry and Security (“BIS”) of the U.S. Department of Commerce (“Commerce”) rules and regulations and their impact on our ability to sell products to and provide services to certain customers in China;*

*•Costly intellectual property (“IP”) disputes that could result in our inability to sell or use the challenged technology;*

*•Our vulnerability to disruptions and delays at our third party service providers;*

*•Our inability to access critical information in a timely manner due to system failures;*

*•Climate change, earthquake, flood or other natural catastrophic events, public health crises such as the COVID-19 pandemic or terrorism and the adverse impact on our business operations;*

*•Lack of insurance for losses and interruptions caused by terrorists and acts of war, and our self-insurance of certain risks including earthquake risk;*

*•Risks related to fluctuations in foreign currency exchange rates;*

- *Risks related to fluctuations in interest rates and the market values of our portfolio investments;*

*•Risks related to tax and regulatory compliance audits;*

*•Any change in taxation rules or practices and our effective tax rate;*

*•Compliance costs with federal securities laws, rules, regulations, NASDAQ requirements, and evolving accounting standards and practices;*

*•The cyclicality of the industries in which we operate;*

*•Our ability to compete in the industry;*

*•Risks related to our debt and leveraged capital structure;*

*•We may not be able to declare cash dividends at all or in any particular amount;*

*•Our government funding for R&D is subject to audit, and potential termination or penalties;*

*•We may incur significant restructuring charges or other asset impairment charges or inventory write offs; and*

*•We are subject to risks related to receivables factoring arrangements and compliance risk of certain settlement agreements with the government.*

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

*•* *The impact of the COVID-19 pandemic on the global economy and on our business, financial condition and results of operations, including the supply chain constraints we are experiencing as a result of the pandemic;*

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

- *Disruption to our manufacturing facilities or other operations, or the operations of our customers, due to natural catastrophic events, health epidemics or terrorism;*

- *Our ability to compete with new products introduced by our competitors;*

- *Our ability to pay interest and repay the principal of our current indebtedness is dependent upon our ability to manage our business operations, our credit rating and the ongoing interest rate environment, among other factors;*

- *Our exposure to currency exchange rate fluctuations, or declining economic conditions in those countries where we conduct our business;*

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

As of June 30, [removed: 2022,] [added: 2023,] we owned or leased a total of approximately [removed: 4] [added: 5] million square feet of space for research, engineering, marketing, service, sales and administration worldwide primarily in [added: the] U.S., Israel, Singapore, [removed: Germany, China] [added: China, Germany] and Taiwan.

[added: Our operating leases expire at various times through April 1, 2052,] subject to renewal, with some of the leases containing renewal option clauses at the fair market value, for additional periods up to five years.

Information regarding our principal properties as of June 30, [removed: 2022] [added: 2023] is set forth below:

We do not identify or allocate assets by operating segment.

| Owned(1) | | | 1,108,483 | | | | | | 873,619 | | | | | | 1,982,102 | | |

| Leased | | | 645,678 | | | | | | 2,186,211 | | | | | | 2,831,889 | | |

| Total | | | 1,754,161 | | | | | | 3,059,830 | | | | | | 4,813,991 | | |

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 | | |

On August [removed: 4, 2022,] [added: 3, 2023,] we announced that our Board of Directors had declared a quarterly cash dividend of $1.30 per share to be paid on September 1, [removed: 2022] [added: 2023] to stockholders of record as of the close of business on August 15, [removed: 2022.][added: 2023.]

As of July [removed: 18, 2022,] [added: 17, 2023,] there were [removed: 404] [added: 408] 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: 2022.][added: 2023.]

| Period | | | Total Number of Shares Purchased(1) | | | | | | Average Price [removed: Paid per] [added: Paid(3) per] Share | | | | | | [added: Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs(1) | | | | | |] Approximate Dollar Value that May Yet Be Purchased Under the Plans or Programs(1)(2) | | |

As of June 30, [removed: 2022,] [added: 2023,] approximately [removed: $3.23] [added: $1.91] billion remained available for repurchases under our repurchase program.

Future repurchases of [added: shares of] our common stock under our repurchase program may be effected through various different repurchase transaction structures including isolated open market transactions, accelerated share repurchase agreements [removed: (“ASR Agreements”)] or systematic repurchase 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: 2017] [added: 2018] to June 30, [removed: 2022.][added: 2023.]

[removed: ][added: ]

| | | | 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] | | | | | | June [removed: 2022] [added: 2023] | | |

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

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

| April 1, 2023 to April 30, 2023 | | | 310,000 | | | | | | $ | 375.18 | | | | | 310,000 | | | | | | $ | 2,177,535,982 | |

| May 1, 2023 to May 31, 2023 | | | 348,430 | | | | | | $ | 402.18 | | | | | 348,430 | | | | | | $ | 2,037,403,240 | |

| June 1, 2023 to June 30, 2023: | | | 272,954 | | | | | | $ | 466.90 | | | | | 272,954 | | | | | | $ | 1,909,961,490 | |

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

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

| Total | | | 931,384 | | | | | | | | | | | | 931,384 | | | | | | | | |

(3)Average price paid per share excludes any excise tax imposed on certain stock repurchases as part of the Inflation Reduction Act of 2022.

| KLA Corporation | | | $100.00 | | | | | | $118.58 | | | | | | $199.17 | | | | | | $336.62 | | | | | | $335.19 | | | | | | $516.42 | | |

| S&P 500 | | | $100.00 | | | | | | $110.42 | | | | | | $118.70 | | | | | | $167.13 | | | | | | $149.39 | | | | | | $178.66 | | |

| PHLX Semiconductor | | | $100.00 | | | | | | $113.31 | | | | | | $157.88 | | | | | | $268.11 | | | | | | $207.50 | | | | | | $302.48 | | |

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

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

| 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 | |

(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 | | |

| [Consolidated Balance Sheets as [removed: of](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_94)] [added: of](#i91684fd3dc5042b0b621e61839641767_91)] June 30, [added: 2023 [and](#i91684fd3dc5042b0b621e61839641767_91)] 2022 [removed: [and](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_94) 2021] | | | [removed: [55](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_94)] [added: [55](#i91684fd3dc5042b0b621e61839641767_91)] | | |

| [Consolidated Statements of Operations for each of the three years in the period [removed: ended](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_97)] [added: ended](#i91684fd3dc5042b0b621e61839641767_94)] June 30, [removed: 2022[](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_97)] [added: 2023[](#i91684fd3dc5042b0b621e61839641767_94)] | | | [removed: [56](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_97)] [added: [56](#i91684fd3dc5042b0b621e61839641767_94)] | | |

| [Consolidated Statements of Comprehensive Income for each of the three years in the period [removed: ended](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_100)] [added: ended](#i91684fd3dc5042b0b621e61839641767_97)] June 30, [removed: 2022] [added: 2023] | | | [removed: [57](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_100)] [added: [57](#i91684fd3dc5042b0b621e61839641767_97)] | | |

| [Consolidated Statements of Stockholders’ Equity for each of the three years in the period [removed: ended](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_103)] [added: ended](#i91684fd3dc5042b0b621e61839641767_100)] June 30, [removed: 2022] [added: 2023] | | | [removed: [58](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_103)] [added: [58](#i91684fd3dc5042b0b621e61839641767_100)] | | |

| [Consolidated Statements of Cash Flows for each of the three years in the period [removed: ended](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_106)] [added: ended](#i91684fd3dc5042b0b621e61839641767_103)] June 30, [removed: 2022] [added: 2023] | | | [removed: [59](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_106)] [added: [59](#i91684fd3dc5042b0b621e61839641767_103)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_109)] [added: Statements](#i91684fd3dc5042b0b621e61839641767_106)] | | | [removed: [60](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_109)] [added: [60](#i91684fd3dc5042b0b621e61839641767_106)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_187)] [added: Firm](#i91684fd3dc5042b0b621e61839641767_181)] (PCAOB ID 238) | | | [removed: [105](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_187)] [added: [102](#i91684fd3dc5042b0b621e61839641767_181)] | | |

| [Schedule II Valuation and Qualifying [removed: Accounts](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_190)] [added: Accounts](#i91684fd3dc5042b0b621e61839641767_184)] | | | [removed: [107](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_190)] [added: [104](#i91684fd3dc5042b0b621e61839641767_184)] | | |

| (In thousands, except par value) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Cash and cash equivalents [removed: |] [added: at beginning of period] | | [removed: $] | 1,584,908 | | | | | [removed: $] | 1,434,610 | | [added: | | | | 1,234,409 | | |]

| Marketable securities | | | [removed: 1,123,100] [added: 1,315,294] | | | | | | [removed: 1,059,912] [added: 1,123,100] | | |

| Accounts receivable, net | | | [added: $ | 1,753,361 | | | | | $ |] 1,811,877 | | | | | [added: $] | 1,305,479 | | | [added: | | $ | (58,516) | | | | | (3) | | % | | | | $ | 506,398 | | | | | 39 | | % |]

| Inventories | | | [removed: 2,146,889] [added: 2,876,784] | | | | | | [removed: 1,575,380] [added: 2,146,889] | | |

| Other current assets | | | [removed: 502,137] [added: 498,728] | | | | | | [removed: 320,867] [added: 502,137] | | |

| Total current assets | | | [removed: 7,168,911] [added: 8,372,032] | | | | | | [removed: 5,696,248] [added: 7,168,911] | | |

| Land, property and equipment, net | | | [removed: 849,929] [added: 1,031,841] | | | | | | [removed: 663,027] [added: 849,929] | | |

| Goodwill | | | [removed: 2,320,049] [added: 2,278,820] | | | | | | [removed: 2,011,172] [added: 2,320,049] | | |

| Deferred income taxes | | | [removed: 579,173] [added: 816,899] | | | | | | [removed: 270,461] [added: 579,173] | | |

| Purchased intangible assets, net | | | [removed: 1,194,414] [added: 935,303] | | | | | | [removed: 1,185,311] [added: 1,194,414] | | |

| Other non-current assets | | | [removed: 484,612] [added: 637,462] | | | | | | [removed: 444,905] [added: 484,612] | | |

| Total assets | | | $ | [removed: 12,597,088] [added: 14,072,357] | | | | | $ | [removed: 10,271,124] [added: 12,597,088] | |

| Accounts payable | | | $ | [removed: 443,338] [added: 371,026] | | | | | $ | [removed: 342,083] [added: 443,338] | |

| Deferred system revenue | | | [removed: 500,969] [added: 651,720] | | | | | | [removed: 295,192] [added: 500,969] | | |

| Deferred service revenue | | | [removed: 381,737] [added: 416,606] | | | | | | [removed: 284,936] [added: 381,737] | | |

| Other current liabilities | | | [removed: 1,545,039] [added: 2,303,490] | | | | | | [removed: 1,161,016] [added: 1,545,039] | | |

| Total current liabilities | | | [removed: 2,871,083] [added: 3,742,842] | | | | | | [removed: 2,103,227] [added: 2,871,083] | | |

| Long-term debt | | | [removed: 6,660,718] [added: 5,890,736] | | | | | | [removed: 3,422,767] [added: 6,660,718] | | |

| Deferred tax liabilities | | | [removed: 658,937] [added: 529,287] | | | | | | [removed: 650,623] [added: 658,937] | | |

| Deferred service revenue | | | [removed: 124,618] [added: 176,681] | | | | | | [removed: 87,575] [added: 124,618] | | |

| Other non-current liabilities | | | [removed: 882,642] [added: 813,058] | | | | | | [removed: 631,290] [added: 882,642] | | |

| Total liabilities | | | [removed: 11,197,998] [added: 11,152,604] | | | | | | [removed: 6,895,482] [added: 11,197,998] | | |

| Common stock, $0.001 par value, 500,000 shares authorized, [removed: 279,210] [added: 279,995] and [removed: 278,435] [added: 279,210] shares issued, [removed: 141,804] [added: 136,750] and [removed: 152,776] [added: 141,804] shares outstanding, as of June 30, [removed: 2022] [added: 2023] and June 30, [removed: 2021,] [added: 2022,] respectively | | | [removed: 142] [added: 137] | | | | | | [removed: 153] [added: 142] | | |

| Capital in excess of par value | | | [removed: 1,061,798] [added: 2,107,526] | | | | | | [removed: 2,175,835] [added: 1,061,798] | | |

| Retained earnings | | | [removed: 366,882] [added: 848,431] | | | | | | [removed: 1,277,123] [added: 366,882] | | |

| Accumulated other comprehensive loss | | | [removed: (27,471)] [added: (36,341)] | | | | | | [removed: (75,557)] [added: (27,471)] | | |

| Total KLA stockholders’ equity | | | [removed: 1,401,351] [added: 2,919,753] | | | | | | [removed: 3,377,554] [added: 1,401,351] | | |

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

| Total stockholders’ equity | | | [removed: 1,399,090] [added: 2,919,753] | | | | | | [removed: 3,375,642] [added: 1,399,090] | | |

| Total liabilities and stockholders’ equity | | | $ | [removed: 12,597,088] [added: 14,072,357] | | | | | $ | [removed: 10,271,124] [added: 12,597,088] | |

| (In thousands, except per share amounts) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Cash and cash equivalents | | | $ | 1,927,865 | | | | | $ | 1,584,908 | |

| Accounts receivable, net | | | 1,753,361 | | | | | | 1,811,877 | | |

| Repurchase of common stock | | | (5,844) | | | | | | 842,467 | | | | | | (2,172,181) | | | | | | — | | | | | | (1,329,714) | | | | | | — | | | | | | (1,329,714) | | |

| Stock-based compensation expense | | | — | | | | | | 171,424 | | | | | | — | | | | | | — | | | | | | 171,424 | | | | | | | | | | | | 171,424 | | |

| Purchase of non-controlling interest | | | — | | | | | | 1,902 | | | | | | — | | | | | | — | | | | | | 1,902 | | | | | | (6,196) | | | | | | (4,294) | | |

| Disposal of non-controlling interest | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,383 | | | | | | 8,383 | | |

| Balances as of June 30, 2023 | | | 136,750 | | | | | | $ | 2,107,663 | | | | | $ | 848,431 | | | | | $ | (36,341) | | | | | $ | 2,919,753 | | | | | $ | — | | | | | $ | 2,919,753 | |

| Net income | | | $ | 3,387,351 | | | | | $ | 3,322,060 | | | | | $ | 2,077,353 | |

| Loss on extinguishment of debt | | | 13,286 | | | | | | — | | | | | | — | | |

| Disposal of non-controlling interest | | | 8,270 | | | | | | — | | | | | | — | | |

| Payment of debt issuance costs | | | (6,515) | | | | | | — | | | | | | — | | |

| Purchase of non-controlling interest | | | (4,295) | | | | | | — | | | | | | — | | |

previously recognized allowance for credit losses with an offsetting entry to the security’s amortized cost basis.

Inventory Valuation. Inventories are stated at the lower of cost or net realizable value using standard costs that approximate actual costs on a first-in, first-out basis.

The carrying value of product inventory is reduced for estimated obsolescence equal to the difference between its cost and the estimated net realizable value based on assumptions about future demand for meeting our product manufacturing plans.

The carrying value of service inventory is reduced for estimated obsolescence equal to the difference between its cost and the estimated net realizable value based on assumptions about future demand to meet our customers’ support requirements.

The Company’s policy is to assess the valuation of all inventories including manufacturing raw materials, work-in-process, finished goods and spare parts in each reporting period.

The estimate of net realizable value of inventory is impacted by assumptions regarding general semiconductor market conditions, manufacturing schedules, technology changes, new product introductions and possible alternative uses, and require us to use significant judgment that may include uncertain elements.

| 2023 | | | | | | 2022 | | |

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

All of our derivative financial instruments are recorded at fair value

The impact of adopting this update will depend on the magnitude of contract assets and contract liabilities acquired in future acquisitions.

The supply chain disruptions caused by the pandemic as well as elevated demand levels in recent years have led to customers agreeing to purchase equipment from us with lead times that are longer than our historical experience.

However, more recently, we have seen the macro-driven slowdown have an impact on consumers’ semiconductor device demand, causing the semiconductor industry to rebalance its supply chain and inventory levels.

As a result, some of our customers began adjusting their capacity expansion-focused capital expenditure plans for calendar year 2023.

As customers try to balance the evolution of their technological, production or market needs with the timing and content of orders placed with us, there is increased risk of order modifications, pushouts, or cancellations.

In addition, in October 2022, the U.S. government issued new regulations that imposed new export licensing requirements for certain U.S. semiconductor and high-performance computing technology (including wafer fab equipment), for the use of such technology for certain end uses in the People’s Republic of China (“China”), and for the provision of support by U.S. Persons to certain advanced IC fabs located in China.

The regulations impose export license requirements effectively on all KLA products and services to customers located in China that fabricate certain advanced logic, NAND and DRAM ICs.

KLA is also restricted from providing certain U.S. origin tools, software and technology to certain wafer fab equipment manufacturers and maskshops located in China, absent an export license.

We are taking appropriate measures to comply with these regulations and are applying for export licenses, when required, to avoid disruption to our customers’ operations.

While some export licenses have been obtained by us or our customers, there can be no assurance that export licenses applied for by either us or our customers will be granted.

| U.S. Treasury securities | | | 518,215 | | | | | | 425,234 | | | | | | 92,981 | | | | | | — | | |

| Total cash equivalents and marketable securities(1) | | | 2,473,107 | | | | | | 1,828,331 | | | | | | 644,776 | | | | | | — | | |

| EDSP | | | 256,846 | | | | | | 198,639 | | | | | | 58,207 | | | | | | — | | |

| Total financial assets(1) | | | $ | 2,765,665 | | | | | $ | 2,026,970 | | | | | $ | 738,695 | | | | | $ | — | |

| Total financial liabilities | | | $ | (18,553) | | | | | $ | — | | | | | $ | (12,106) | | | | | $ | (6,447) | |

| (In thousands) | | | 2023 | | | | | | 2022 | | |

| | | | $ | 1,753,361 | | | | | $ | 1,811,877 | |

| | | | $ | 2,876,784 | | | | | $ | 2,146,889 | |

| | | | $ | 498,728 | | | | | $ | 502,137 | |

| | | | | | |

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

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

| Short-term debt | | | — | | | | | | 20,000 | | |

| Goodwill impairment | | | — | | | | | | — | | | | | | 256,649 | | |

| Balances as of June 30, 2019 | | | 159,475 | | | | | | $ | 2,017,312 | | | | | $ | 714,825 | | | | | $ | (73,029) | | | | | $ | 2,659,108 | | | | | $ | 18,585 | | | | | $ | 2,677,693 | |

| Repurchase of common stock | | | (5,327) | | | | | | (67,799) | | | | | | (753,284) | | | | | | — | | | | | | (821,083) | | | | | | — | | | | | | (821,083) | | |

| Stock-based compensation expense | | | 126,918 | | | | | | 111,836 | | | | | | 111,381 | | |

| Payment of dividends to subsidiary’s non-controlling interest holders | | | (602) | | | | | | — | | | | | | (1,239) | | |

| Cash and cash equivalents at beginning of period | | | 1,434,610 | | | | | | 1,234,409 | | | | | | 1,015,994 | | |

Effective on the first day of fiscal 2021, we adopted ASC 326, Measurement of Credit Losses on Financial Instruments (“ASC 326”).

Prior periods were not retrospectively recast and, accordingly, the Consolidated Balance Sheet as of June 30, 2020 and the Consolidated Statement of Operations for the year ended June 30, 2020 were prepared using accounting standards that were different than those in effect as of and for the years ended June 30, 2022 and 2021.

Net realizable value is calculated as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation.

We review and set standard costs semi-annually at current manufacturing costs in order to approximate actual costs.

We write down product inventory based on forecasted demand and technological obsolescence and service spare parts inventory based on forecasted usage.

These factors are impacted by market and economic conditions, technology changes, new product introductions and changes in strategic direction, and require estimates that may include uncertain elements.

Recoverability of indefinite-lived intangible assets is measured by comparing the carrying value of the asset to its fair value.

| | | | | | | | | |

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

The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement.

In August 2018, the FASB issued an ASU that modifies the existing accounting standards for fair value measurement disclosure.

This update eliminates the disclosure of the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and the policy for the timing of transfers between levels.

We adopted this update beginning in the first quarter of our fiscal year ending June 30, 2021 on a retrospective basis and the adoption had no material impact on our Consolidated Financial Statements.

In August 2018, the FASB issued an ASU to amend the disclosure requirements related to defined benefit pension and other post-retirement plans.

Some of the changes include adding a disclosure requirement for significant gains and losses related to changes in the benefit obligation for the period and removing the amounts in AOCI expected to be recognized as components of net periodic benefit cost over the next fiscal year.

We adopted this update beginning in the first quarter of the fiscal year ending June 30, 2021 on a retrospective basis and the adoption had no material impact on our Consolidated Financial Statements.

In August 2018, the FASB issued an ASU to align the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software.

The guidance clarifies which costs should be capitalized including the cost to acquire the license and the related implementation costs.

We adopted this update beginning in the first quarter of our fiscal year ending June 30, 2021 on a prospective basis and the adoption had no material impact on our Consolidated Financial Statements.

We are currently evaluating the impact of this guidance on our Consolidated Financial Statements.

| Accounts receivable, net | | | $ | 1,811,877 | | | | | $ | 1,305,479 | | | | | $ | 1,107,413 | | | | | $ | 506,398 | | | | | 39 | | % | | | | $ | 198,066 | | | | | 18 | | % |

| Sovereign securities | | | 3,052 | | | | | | — | | | | | | 3,052 | | | | | | — | | |

| U.S. Treasury securities | | | 233,064 | | | | | | 205,055 | | | | | | 28,009 | | | | | | — | | |

| Total cash equivalents and marketable securities(1) | | | 1,642,316 | | | | | | 1,042,351 | | | | | | 599,965 | | | | | | — | | |

| EDSP | | | 266,199 | | | | | | 200,925 | | | | | | 65,274 | | | | | | — | | |

| Total financial assets(1) | | | $ | 1,916,767 | | | | | $ | 1,243,276 | | | | | $ | 673,491 | | | | | $ | — | |

| Deferred payments | | | (4,550) | | | | | | — | | | | | | — | | | | | | (4,550) | | |

| Total financial liabilities | | | $ | (15,871) | | | | | $ | — | | | | | $ | (2,807) | | | | | $ | (13,064) | |

| | | | $ | 1,811,877 | | | | | $ | 1,305,479 | |

| | | | $ | 2,146,889 | | | | | $ | 1,575,380 | |

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange [removed: Act”)] [added: Act”))] (“Disclosure Controls”) as of the end of the period covered by this Annual Report on Form 10-K (this “Report”) required by Exchange Act Rules 13a-15(b) or 15d-15(b).

Based on this evaluation, the CEO and CFO have concluded that as of June 30, [removed: 2022,] [added: 2023,] the end of the period covered by this Report, our Disclosure Controls were effective at a reasonable assurance level.

Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of June 30, [removed: 2022.][added: 2023.]

The effectiveness of our internal control over financial reporting as of June 30, [removed: 2022] [added: 2023] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their [removed: report] [added: 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: 2022] [added: 2023] that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

*Rule 10b5-1 Trading Plans Adopted by Officers and Directors During the Fourth Quarter*

In the fourth quarter of fiscal 2023, the following officers adopted trading plans to sell shares of our common stock that have been or will be issued upon the vesting of RSUs, or purchased in our employee stock purchase plan, that are intended to satisfy the affirmative defense condition set forth in Rule 10b5-1(c) under the Exchange Act.

The material terms of the trading plans other than pricing conditions are set forth in the table below:

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

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

| Name of Officer | | | Title of Officer | | | Date of Adoption | | | Duration | | | Maximum Number of Shares to be Sold* | | |

| Virendra Kirloskar | | | Senior Vice President and Chief Accounting Officer | | | May 3, 2023 | | | 366 days | | | 4,712 | | |

| Ahmad Khan | | | President, Semiconductor Process Control | | | June 2, 2023 | | | 179 days* | | | 27,696 | | |

* Due to pricing conditions in the trading plans, the number of shares actually sold under the trading plans may be less than the maximum number of shares that can be sold.

Shares sold under plans upon the vesting of PRSUs where the performance conditions have not been met at the time of plan adoption or are to be purchased in the future under our employee stock purchase plan are calculated at the maximum number of shares that may be issued, with fractional shares disregarded.

Mr. Kirloskar’s trading plan terminates when the last trade is placed under the plan.

The last scheduled trade is on August 14, 2023; provided that if any scheduled trades are not placed because of trading conditions set forth in the plan, the trading plan will terminate on May 3, 2024.

* Mr. Khan’s trading plan terminates when the last trade is placed under the plan.

The last scheduled trade is on November 10, 2023; provided that if any scheduled trades are not placed because of trading conditions set forth in the plan, the trading plan will terminate on November 28, 2023.

None.

For the information required by this Item, see “Information About the Board of Directors and its Committees,” “Information About Executive Officers,” “Our Corporate Governance Practices - Standards of Business Conduct; Whistleblower Hotline and Website,” [added: “Our Corporate Governance Practices - Insider Trading Policy,”] “Report of the Audit Committee,” and, if applicable, “Security Ownership of Certain Beneficial Owners and Management - Delinquent Section 16(a) Reports,” 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: 2023”] [added: 2024”] in the Proxy Statement, which is incorporated herein by reference.

| [Consolidated Balance Sheets as [removed: of](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_94)] [added: of](#i91684fd3dc5042b0b621e61839641767_91)] June 30, [added: 2023 [and](#i91684fd3dc5042b0b621e61839641767_91)] 2022 [removed: [and](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_94) [](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_94)2021] | | | [removed: [55](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_94)] [added: [55](#i91684fd3dc5042b0b621e61839641767_91)] | | |

| [Consolidated Statements of Operations for each of the three years in the period [removed: ended](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_97)] [added: ended](#i91684fd3dc5042b0b621e61839641767_94)] June 30, [removed: 2022] [added: 2023] | | | [removed: [56](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_97)] [added: [56](#i91684fd3dc5042b0b621e61839641767_94)] | | |

| [Consolidated Statements of Comprehensive Income for each of the three years in the period [removed: ended](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_100)] [added: ended](#i91684fd3dc5042b0b621e61839641767_97)] June 30, [removed: 2022] [added: 2023] | | | [removed: [57](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_100)] [added: [57](#i91684fd3dc5042b0b621e61839641767_97)] | | |

| [Consolidated Statements of Stockholders’ Equity for each of the three years in the period [removed: ended](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_103)] [added: ended](#i91684fd3dc5042b0b621e61839641767_100)] June 30, [removed: 2022] [added: 2023] | | | [removed: [58](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_103)] [added: [58](#i91684fd3dc5042b0b621e61839641767_100)] | | |

| [Consolidated Statements of Cash Flows for each of the three years in the period [removed: ended](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_106)] [added: ended](#i91684fd3dc5042b0b621e61839641767_103)] June 30, [removed: 2022] [added: 2023] | | | [removed: [59](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_106)] [added: [59](#i91684fd3dc5042b0b621e61839641767_103)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_109)] [added: Statements](#i91684fd3dc5042b0b621e61839641767_106)] | | | [removed: [60](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_109)] [added: [60](#i91684fd3dc5042b0b621e61839641767_106)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_187)] [added: Firm](#i91684fd3dc5042b0b621e61839641767_181)] (PCAOB ID 238) | | | [removed: [105](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_187)] [added: [102](#i91684fd3dc5042b0b621e61839641767_181)] | | |

| [Schedule II—Valuation and Qualifying Accounts for [removed: the](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_190) [three](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_190) [years](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_190) [in] the [removed: period](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_190) [ended](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_190)] [added: three years in the period ended](#i91684fd3dc5042b0b621e61839641767_184)] June 30, [removed: 2022] [added: 2023] | | | [removed: [107](#i8ae18f1b5dc94adf9e06e6fbde1b69f7_190)] [added: [104](#i91684fd3dc5042b0b621e61839641767_184)] | | |

| [3.2](https://www.sec.gov/Archives/edgar/data/319201/000162828021009547/amendedandrestatedbylawsma.htm) | | | | | | [Amended and Restated Bylaws](https://www.sec.gov/Archives/edgar/data/319201/000162828021009547/amendedandrestatedbylawsma.htm) | | | | | | 8-K | | | | | | No. 000-09992 | | | | | | 3.1 | | | | | | [removed: May 7, 2021] [added: November 4, 2022] | | |

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/319201/000119312519080819/d725080dex42.htm)[5](http://www.sec.gov/Archives/edgar/data/319201/000119312519080819/d725080dex42.htm)] [added: [4.5](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.](https://www.sec.gov/Archives/edgar/data/319201/000119312520060489/d895166dex42.htm)[6](https://www.sec.gov/Archives/edgar/data/319201/000119312520060489/d895166dex42.htm)] [added: [4.6](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.](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)] [added: [4.7](https://www.sec.gov/Archives/edgar/data/319201/000031920120000057/klac10-qex41093020.htm)] | | | | | | [Description of the [removed: Registrant's] [added: 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 | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/319201/000031920119000031/exhibit109executivedeferre.htm)[5](https://www.sec.gov/Archives/edgar/data/319201/000031920119000031/exhibit109executivedeferre.htm)] [added: [10.5](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/319201/000031920116000105/exhibit101amendedandrestat.htm)[7](http://www.sec.gov/Archives/edgar/data/319201/000031920116000105/exhibit101amendedandrestat.htm)] [added: [10.7](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)[8](http://www.sec.gov/Archives/edgar/data/319201/000031920115000060/klac10qex10459302015.htm)] [added: [10.8](http://www.sec.gov/Archives/edgar/data/319201/000031920115000060/klac10qex10459302015.htm)] | | | | | | [Amended and Restated 2010 Executive Severance 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/319201/000031920122000012/klac10qex101033122.htm)[9](https://www.sec.gov/Archives/edgar/data/319201/000031920122000012/klac10qex101033122.htm)] [added: [10.9](https://www.sec.gov/Archives/edgar/data/319201/000031920123000020/klac10qex101033123.htm)] | | | | | | [Calendar Year [removed: 202](https://www.sec.gov/Archives/edgar/data/319201/000031920122000012/klac10qex101033122.htm)[2](https://www.sec.gov/Archives/edgar/data/319201/000031920122000012/klac10qex101033122.htm)] [added: 202](https://www.sec.gov/Archives/edgar/data/319201/000031920123000020/klac10qex101033123.htm)[3](https://www.sec.gov/Archives/edgar/data/319201/000031920123000020/klac10qex101033123.htm)] [Executive Incentive [removed: Plan*+](https://www.sec.gov/Archives/edgar/data/319201/000031920122000012/klac10qex101033122.htm)] [added: Plan*+](https://www.sec.gov/Archives/edgar/data/319201/000031920123000020/klac10qex101033123.htm)] | | | | | | 10-Q | | | | | | No. 000-09992 | | | | | | 10.1 | | | | | | April [removed: 29, 2022] [added: 28, 2023] | | |

| [10.10](https://www.sec.gov/Archives/edgar/data/319201/000031920122000023/exhibit101006302022.htm) | | | | | | [Amendment No. 1 dated as of 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 agent](https://www.sec.gov/Archives/edgar/data/319201/000031920122000023/exhibit101006302022.htm) ^ | | | | | | [added: 10-K] | | | | | | [added: No. 000-09992] | | | | | | [added: 10.10] | | | | | | [added: August 5, 2022] | | |

| [removed: [21.1](https://www.sec.gov/Archives/edgar/data/319201/000031920122000023/exhibit21106302022.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/319201/000031920123000031/exhibit21106302023.htm)] | | | | | | [List of [removed: Subsidiaries](https://www.sec.gov/Archives/edgar/data/319201/000031920122000023/exhibit21106302022.htm)] [added: Subsidiaries](https://www.sec.gov/Archives/edgar/data/319201/000031920123000031/exhibit21106302023.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/319201/000031920122000023/exhibit23106302022.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/319201/000031920123000031/exhibit23106302023.htm)] | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/319201/000031920122000023/exhibit23106302022.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/319201/000031920123000031/exhibit23106302023.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/319201/000031920122000023/exhibit31106302022.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/319201/000031920123000031/exhibit31106302023.htm)] | | | | | | [Certification of Chief Executive Officer under Rule [removed: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/319201/000031920122000023/exhibit31106302022.htm)[/15d] [added: 13a-14(a)/15d] - [removed: 14(a)](https://www.sec.gov/Archives/edgar/data/319201/000031920122000023/exhibit31106302022.htm) [of] [added: 14(a) of] the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/319201/000031920122000023/exhibit31106302022.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/319201/000031920123000031/exhibit31106302023.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/319201/000031920122000023/exhibit31206302022.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/319201/000031920123000031/exhibit31206302023.htm)] | | | | | | [Certification of Chief Financial Officer under Rule [removed: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/319201/000031920122000023/exhibit31206302022.htm)[/15d] [added: 13a-14(a)/15d] - [removed: 14(a)](https://www.sec.gov/Archives/edgar/data/319201/000031920122000023/exhibit31206302022.htm) [of] [added: 14(a) of] the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/319201/000031920122000023/exhibit31206302022.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/319201/000031920123000031/exhibit31206302023.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [32](https://www.sec.gov/Archives/edgar/data/319201/000031920122000023/exhibit3206302022.htm)] [added: [32](https://www.sec.gov/Archives/edgar/data/319201/000031920123000031/exhibit3206302023.htm)] | | | | | | [Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section [removed: 1350^](https://www.sec.gov/Archives/edgar/data/319201/000031920122000023/exhibit3206302022.htm)] [added: 1350^](https://www.sec.gov/Archives/edgar/data/319201/000031920123000031/exhibit3206302023.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [10.11](https://www.sec.gov/Archives/edgar/data/319201/000162828022027311/klac10-qex101093022.htm) | | | | | | [Form of Restricted Stock Unit](https://www.sec.gov/Archives/edgar/data/319201/000162828022027311/klac10-qex101093022.htm) [Award](https://www.sec.gov/Archives/edgar/data/319201/000162828022027311/klac10-qex101093022.htm) [N](https://www.sec.gov/Archives/edgar/data/319201/000162828022027311/klac10-qex101093022.htm)[ot](https://www.sec.gov/Archives/edgar/data/319201/000162828022027311/klac10-qex101093022.htm)[ification](https://www.sec.gov/Archives/edgar/data/319201/000162828022027311/klac10-qex101093022.htm) [and](https://www.sec.gov/Archives/edgar/data/319201/000162828022027311/klac10-qex101093022.htm) [A](https://www.sec.gov/Archives/edgar/data/319201/000162828022027311/klac10-qex101093022.htm)[greement](https://www.sec.gov/Archives/edgar/data/319201/000162828022027311/klac10-qex101093022.htm) [(S](https://www.sec.gov/Archives/edgar/data/319201/000162828022027311/klac10-qex101093022.htm)[pecial](https://www.sec.gov/Archives/edgar/data/319201/000162828022027311/klac10-qex101093022.htm) [Awards](https://www.sec.gov/Archives/edgar/data/319201/000162828022027311/klac10-qex101093022.htm)[)*+](https://www.sec.gov/Archives/edgar/data/319201/000162828022027311/klac10-qex101093022.htm) | | | | | | 10-Q | | | | | | No. 000-09992 | | | | | | 10.1 | | | | | | October 28, 2022 | | |

| [19.1](https://www.sec.gov/Archives/edgar/data/319201/000031920123000031/exhibit19106302023.htm) | | | | | | [Policy on Insider Trading and Unauthorized Disclosures](https://www.sec.gov/Archives/edgar/data/319201/000031920123000031/exhibit19106302023.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| August [removed: 4, 2022] [added: 3, 2023] | | | | | | By: | | | | | | /S/ RICHARD P. WALLACE | | |

| [removed: (Date)] [added: Date] | | | | | | | | | | | | Richard P. Wallace | | |

| /s/ RICHARD P. WALLACE | | | | | | President, Chief Executive Officer and Director (principal executive officer) | | | | | | August [removed: 4, 2022] [added: 3, 2023] | | |

| /s/ BREN D. HIGGINS | | | | | | Executive Vice President and Chief Financial Officer (principal financial officer) | | | | | | August 2, [removed: 2022] [added: 2023] | | |

| /s/ VIRENDRA A. KIRLOSKAR | | | | | | Senior Vice President and Chief Accounting Officer (principal accounting officer) | | | | | | August [removed: 3, 2022] [added: 2, 2023] | | |

| /s/ [removed: EDWARD W. BARNHOLT] [added: ROBERT M. CALDERONI] | | | | | | Chairman of the Board and Director | | | | | | August 2, [removed: 2022] [added: 2023] | | |

| /s/ ROBERT [removed: M. CALDERONI] [added: A. RANGO] | | | | | | Director | | | | | | August 2, [removed: 2022] [added: 2023] | | |

| /s/ JENEANNE HANLEY | | | | | | Director | | | | | | August [removed: 4, 2022] [added: 3, 2023] | | |

| /s/ EMIKO HIGASHI | | | | | | Director | | | | | | August 2, [removed: 2022] [added: 2023] | | |

| /s/ KEVIN J. KENNEDY | | | | | | Director | | | | | | August 2, [removed: 2022] [added: 2023] | | |

| /s/ GARY B. MOORE | | | | | | Director | | | | | | August [removed: 2, 2022] [added: 3, 2023] | | |

| /s/ MARIE MYERS | | | | | | Director | | | | | | August 2, [removed: 2022] [added: 2023] | | |

| /s/ KIRAN M. PATEL | | | | | | Director | | | | | | August 2, [removed: 2022] [added: 2023] | | |

| /s/ VICTOR PENG | | | | | | Director | | | | | | August 2, [removed: 2022] [added: 2023] | | |

| /s/ MICHAEL R. MCMULLEN | | | | | | Director | | | | | | August 2, 2023 | | |

| Michael R. McMullen | | | | | | | | | | | | | | |

| Edward W. Barnholt | | | | | | | | | | | | | | |

| /s/ ROBERT A. RANGO | | | | | | Director | | | | | | August 2, 2022 | | |