A Dark Vector Cognition product

Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-Q
(Mark one)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2023

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-09992

KLA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware04-2564110
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
One Technology Drive,Milpitas,California95035
(Address of principal executive offices)(Zip Code)

(408) 875-3000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par value per shareKLACThe Nasdaq Stock Market, LLC
The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of January 16, 2024, there were 135,233,651 shares of the registrant’s Common Stock, $0.001 par value per share, outstanding.

INDEX

Page Number
PART IFINANCIAL INFORMATION
Item 1.Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of December 31, 2023 and June 30, 20233
Condensed Consolidated Statements of Operations for the Three Months and Six Months Ended December 31, 2023 and 20224
Condensed Consolidated Statements of Comprehensive Income for the Three Months and Six Months Ended December 31, 2023 and 20225
Condensed Consolidated Statements of Stockholders’ Equity for the Three Months and Six Months Ended December 31, 2023 and 20226
Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2023 and 20227
Notes to Condensed Consolidated Financial Statements8
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations37
Item 3.Quantitative and Qualitative Disclosures About Market Risk50
Item 4.Controls and Procedures51
PART IIOTHER INFORMATION
Item 1.Legal Proceedings52
Item 1A.Risk Factors52
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds72
Item 3.Defaults Upon Senior Securities72
Item 4.Mine Safety Disclosures72
Item 5.Other Information72
Item 6.Exhibits74
SIGNATURES75

PART I. FINANCIAL INFORMATION

Next: Item 1. FINANCIAL STATEMENTS