FULLTEXT DEL 1 AV 3
10-K – 2025-08-08 – klac-20250630.htm
klac-20250630 FALSE 2025 FY 0000319201 P3Y 33.33 25.00 http://fasb.org/us-gaap/2025#OtherAssetsNoncurrent http://fasb.org/us-gaap/2025#OtherAssetsNoncurrent http://fasb.org/us-gaap/2025#OtherLiabilitiesCurrent http://fasb.org/us-gaap/2025#OtherLiabilitiesCurrent http://fasb.org/us-gaap/2025#OtherLiabilitiesNoncurrent http://fasb.org/us-gaap/2025#OtherLiabilitiesNoncurrent http://fasb.org/us-gaap/2025#IntangibleAssetsNetExcludingGoodwill http://fasb.org/us-gaap/2025#IntangibleAssetsNetExcludingGoodwill P3Y P4Y P2Y P3Y P3Y 33.33 25.00 P4Y P3Y 33.33 25.00 iso4217:USD xbrli:shares iso4217:USD xbrli:shares klac:installment xbrli:pure klac:investment klac:reporting_unit klac:extension klac:quarter klac:financial_institution klac:derivative_instrument klac:segment 0000319201 2024-07-01 2025-06-30 0000319201 2024-12-31 0000319201 2025-07-21 0000319201 2025-06-30 0000319201 2024-06-30 0000319201 us-gaap:ProductMember 2024-07-01 2025-06-30 0000319201 us-gaap:ProductMember 2023-07-01 2024-06-30 0000319201 us-gaap:ProductMember 2022-07-01 2023-06-30 0000319201 us-gaap:ServiceMember 2024-07-01 2025-06-30 0000319201 us-gaap:ServiceMember 2023-07-01 2024-06-30 0000319201 us-gaap:ServiceMember 2022-07-01 2023-06-30 0000319201 2023-07-01 2024-06-30 0000319201 2022-07-01 2023-06-30 0000319201 us-gaap:CommonStockMember 2022-06-30 0000319201 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2022-06-30 0000319201 us-gaap:RetainedEarningsMember 2022-06-30 0000319201 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-06-30 0000319201 us-gaap:ParentMember 2022-06-30 0000319201 us-gaap:NoncontrollingInterestMember 2022-06-30 0000319201 2022-06-30 0000319201 us-gaap:RetainedEarningsMember 2022-07-01 2023-06-30 0000319201 us-gaap:ParentMember 2022-07-01 2023-06-30 0000319201 us-gaap:NoncontrollingInterestMember 2022-07-01 2023-06-30 0000319201 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-07-01 2023-06-30 0000319201 us-gaap:CommonStockMember 2022-07-01 2023-06-30 0000319201 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2022-07-01 2023-06-30 0000319201 us-gaap:CommonStockMember 2023-06-30 0000319201 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2023-06-30 0000319201 us-gaap:RetainedEarningsMember 2023-06-30 0000319201 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-06-30 0000319201 us-gaap:ParentMember 2023-06-30 0000319201 us-gaap:NoncontrollingInterestMember 2023-06-30 0000319201 2023-06-30 0000319201 us-gaap:RetainedEarningsMember 2023-07-01 2024-06-30 0000319201 us-gaap:ParentMember 2023-07-01 2024-06-30 0000319201 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-07-01 2024-06-30 0000319201 us-gaap:CommonStockMember 2023-07-01 2024-06-30 0000319201 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2023-07-01 2024-06-30 0000319201 us-gaap:CommonStockMember 2024-06-30 0000319201 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2024-06-30 0000319201 us-gaap:RetainedEarningsMember 2024-06-30 0000319201 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-06-30 0000319201 us-gaap:ParentMember 2024-06-30 0000319201 us-gaap:NoncontrollingInterestMember 2024-06-30 0000319201 us-gaap:RetainedEarningsMember 2024-07-01 2025-06-30 0000319201 us-gaap:ParentMember 2024-07-01 2025-06-30 0000319201 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-07-01 2025-06-30 0000319201 us-gaap:CommonStockMember 2024-07-01 2025-06-30 0000319201 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2024-07-01 2025-06-30 0000319201 us-gaap:CommonStockMember 2025-06-30 0000319201 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2025-06-30 0000319201 us-gaap:RetainedEarningsMember 2025-06-30 0000319201 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-06-30 0000319201 us-gaap:ParentMember 2025-06-30 0000319201 us-gaap:NoncontrollingInterestMember 2025-06-30 0000319201 srt:MinimumMember us-gaap:BuildingMember 2025-06-30 0000319201 srt:MaximumMember us-gaap:BuildingMember 2025-06-30 0000319201 srt:MaximumMember us-gaap:LeaseholdImprovementsMember 2025-06-30 0000319201 srt:MinimumMember us-gaap:MachineryAndEquipmentMember 2025-06-30 0000319201 srt:MaximumMember us-gaap:MachineryAndEquipmentMember 2025-06-30 0000319201 us-gaap:FurnitureAndFixturesMember 2025-06-30 0000319201 srt:MinimumMember 2024-07-01 2025-06-30 0000319201 srt:MaximumMember 2024-07-01 2025-06-30 0000319201 klac:CashBasedLongTermIncentiveProgramMember srt:MinimumMember 2024-07-01 2025-06-30 0000319201 klac:CashBasedLongTermIncentiveProgramMember srt:MaximumMember 2024-07-01 2025-06-30 0000319201 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2024-07-01 2025-06-30 0000319201 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2023-07-01 2024-06-30 0000319201 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2022-07-01 2023-06-30 0000319201 srt:MinimumMember 2025-06-30 0000319201 srt:MaximumMember 2025-06-30 0000319201 srt:MinimumMember 2025-07-01 2025-06-30 0000319201 srt:MaximumMember 2025-07-01 2025-06-30 0000319201 2025-07-01 2025-06-30 0000319201 srt:MinimumMember 2026-07-01 2025-06-30 0000319201 srt:MaximumMember 2026-07-01 2025-06-30 0000319201 2026-07-01 2025-06-30 0000319201 us-gaap:MunicipalBondsMember us-gaap:FairValueMeasurementsRecurringMember 2025-06-30 0000319201 us-gaap:MunicipalBondsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2025-06-30 0000319201 us-gaap:MunicipalBondsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member 2025-06-30 0000319201 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2025-06-30 0000319201 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2025-06-30 0000319201 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member 2025-06-30 0000319201 klac:MoneyMarketBankDepositsAndOtherMember us-gaap:FairValueMeasurementsRecurringMember 2025-06-30 0000319201 klac:MoneyMarketBankDepositsAndOtherMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2025-06-30 0000319201 klac:MoneyMarketBankDepositsAndOtherMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member 2025-06-30 0000319201 us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2025-06-30 0000319201 us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2025-06-30 0000319201 us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member 2025-06-30 0000319201 us-gaap:USTreasurySecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2025-06-30 0000319201 us-gaap:USTreasurySecuritiesMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2025-06-30 0000319201 us-gaap:USTreasurySecuritiesMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member 2025-06-30 0000319201 us-gaap:EquitySecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2025-06-30 0000319201 us-gaap:EquitySecuritiesMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2025-06-30 0000319201 us-gaap:EquitySecuritiesMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member 2025-06-30 0000319201 us-gaap:FairValueMeasurementsRecurringMember 2025-06-30 0000319201 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2025-06-30 0000319201 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member 2025-06-30 0000319201 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2024-06-30 0000319201 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2024-06-30 0000319201 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member 2024-06-30 0000319201 klac:MoneyMarketBankDepositsAndOtherMember us-gaap:FairValueMeasurementsRecurringMember 2024-06-30 0000319201 klac:MoneyMarketBankDepositsAndOtherMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2024-06-30 0000319201 klac:MoneyMarketBankDepositsAndOtherMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member 2024-06-30 0000319201 us-gaap:USTreasurySecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2024-06-30 0000319201 us-gaap:USTreasurySecuritiesMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2024-06-30 0000319201 us-gaap:USTreasurySecuritiesMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member 2024-06-30 0000319201 us-gaap:MunicipalBondsMember us-gaap:FairValueMeasurementsRecurringMember 2024-06-30 0000319201 us-gaap:MunicipalBondsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2024-06-30 0000319201 us-gaap:MunicipalBondsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member 2024-06-30 0000319201 us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2024-06-30 0000319201 us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2024-06-30 0000319201 us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member 2024-06-30 0000319201 us-gaap:EquitySecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2024-06-30 0000319201 us-gaap:EquitySecuritiesMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2024-06-30 0000319201 us-gaap:EquitySecuritiesMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member 2024-06-30 0000319201 us-gaap:FairValueMeasurementsRecurringMember 2024-06-30 0000319201 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2024-06-30 0000319201 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member 2024-06-30 0000319201 us-gaap:AccumulatedTranslationAdjustmentMember 2025-06-30 0000319201 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2025-06-30 0000319201 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2025-06-30 0000319201 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2025-06-30 0000319201 us-gaap:AccumulatedTranslationAdjustmentMember 2024-06-30 0000319201 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2024-06-30 0000319201 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2024-06-30 0000319201 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2024-06-30 0000319201 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2024-07-01 2025-06-30 0000319201 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2023-07-01 2024-06-30 0000319201 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2022-07-01 2023-06-30 0000319201 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:AccumulatedNetInvestmentGainLossIncludingPortionAttributableToNoncontrollingInterestMember 2024-07-01 2025-06-30 0000319201 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:AccumulatedNetInvestmentGainLossIncludingPortionAttributableToNoncontrollingInterestMember 2023-07-01 2024-06-30 0000319201 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:AccumulatedNetInvestmentGainLossIncludingPortionAttributableToNoncontrollingInterestMember 2022-07-01 2023-06-30 0000319201 us-gaap:CorporateDebtSecuritiesMember 2025-06-30 0000319201 us-gaap:MunicipalBondsMember 2025-06-30 0000319201 us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2025-06-30 0000319201 us-gaap:USTreasurySecuritiesMember 2025-06-30 0000319201 us-gaap:CorporateDebtSecuritiesMember 2024-06-30 0000319201 us-gaap:MunicipalBondsMember 2024-06-30 0000319201 us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2024-06-30 0000319201 us-gaap:USTreasurySecuritiesMember 2024-06-30 0000319201 klac:CorporateAndGovernmentSecuritiesMember 2025-06-30 0000319201 klac:August92022AcquisitionMember 2022-08-09 2022-08-09 0000319201 klac:August92022AcquisitionMember 2022-08-09 0000319201 klac:August92022AcquisitionMember 2024-02-01 2024-02-29 0000319201 klac:OrbographLtd.Member 2022-06-30 0000319201 us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember klac:OrbographLtd.Member 2022-08-11 0000319201 us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember klac:OrbographLtd.Member 2022-08-11 2022-08-11 0000319201 klac:SemiconductorProcessControlMember 2023-06-30 0000319201 klac:SpecialtySemiconductorProcessMember 2023-06-30 0000319201 klac:PCBAndComponentInspectionMember 2023-06-30 0000319201 klac:SemiconductorProcessControlMember 2023-07-01 2024-06-30 0000319201 klac:SpecialtySemiconductorProcessMember 2023-07-01 2024-06-30 0000319201 klac:PCBAndComponentInspectionMember 2023-07-01 2024-06-30 0000319201 klac:SemiconductorProcessControlMember 2024-06-30 0000319201 klac:SpecialtySemiconductorProcessMember 2024-06-30 0000319201 klac:PCBAndComponentInspectionMember 2024-06-30 0000319201 klac:SemiconductorProcessControlMember 2024-07-01 2025-06-30 0000319201 klac:SpecialtySemiconductorProcessMember 2024-07-01 2025-06-30 0000319201 klac:PCBAndComponentInspectionMember 2024-07-01 2025-06-30 0000319201 klac:SemiconductorProcessControlMember 2025-06-30 0000319201 klac:SpecialtySemiconductorProcessMember 2025-06-30 0000319201 klac:PCBAndComponentInspectionMember 2025-06-30 0000319201 klac:PCBMember 2024-10-01 2024-12-31 0000319201 klac:SpecialtySemiconductorProcessMember 2024-10-01 2024-12-31 0000319201 2023-10-01 2023-12-31 0000319201 klac:PCBAndDisplayMember 2023-10-01 2023-12-31 0000319201 klac:PCBAndDisplayMember us-gaap:IncomeApproachValuationTechniqueMember 2025-06-30 0000319201 klac:PCBAndDisplayMember us-gaap:MarketApproachValuationTechniqueMember 2025-06-30 0000319201 2025-02-28 2025-02-28 0000319201 2024-02-29 2024-02-29 0000319201 klac:DisplayMember 2024-01-01 2024-03-31 0000319201 klac:ExistingTechnologyMember 2025-06-30 0000319201 klac:ExistingTechnologyMember 2024-06-30 0000319201 us-gaap:CustomerRelationshipsMember 2025-06-30 0000319201 us-gaap:CustomerRelationshipsMember 2024-06-30 0000319201 klac:TradeNameTrademarkMember 2025-06-30 0000319201 klac:TradeNameTrademarkMember 2024-06-30 0000319201 us-gaap:OtherIntangibleAssetsMember 2025-06-30 0000319201 us-gaap:OtherIntangibleAssetsMember 2024-06-30 0000319201 us-gaap:InProcessResearchAndDevelopmentMember 2025-06-30 0000319201 us-gaap:InProcessResearchAndDevelopmentMember 2024-06-30 0000319201 2024-10-01 2024-12-31 0000319201 klac:SeniorNotesDueNovember12024Member us-gaap:SeniorNotesMember 2025-06-30 0000319201 klac:SeniorNotesDueNovember12024Member us-gaap:SeniorNotesMember 2024-06-30 0000319201 klac:SeniorNotesDueMarch152029Member us-gaap:SeniorNotesMember 2025-06-30 0000319201 klac:SeniorNotesDueMarch152029Member us-gaap:SeniorNotesMember 2024-06-30 0000319201 klac:SeniorNotesDueJuly152032Member us-gaap:SeniorNotesMember 2025-06-30 0000319201 klac:SeniorNotesDueJuly152032Member us-gaap:SeniorNotesMember 2024-06-30 0000319201 klac:SeniorNotesDueFebruary12034Member us-gaap:SeniorNotesMember 2025-06-30 0000319201 klac:SeniorNotesDueFebruary12034Member us-gaap:SeniorNotesMember 2024-06-30 0000319201 klac:SeniorNotesDueNovember12034Member us-gaap:SeniorNotesMember 2025-06-30 0000319201 klac:SeniorNotesDueNovember12034Member us-gaap:SeniorNotesMember 2024-06-30 0000319201 klac:SeniorNotesDueMarch152049Member us-gaap:SeniorNotesMember 2025-06-30 0000319201 klac:SeniorNotesDueMarch152049Member us-gaap:SeniorNotesMember 2024-06-30 0000319201 klac:SeniorNotesDueMarch12050Member us-gaap:SeniorNotesMember 2025-06-30 0000319201 klac:SeniorNotesDueMarch12050Member us-gaap:SeniorNotesMember 2024-06-30 0000319201 klac:SeniorNotesDueJuly152052Member us-gaap:SeniorNotesMember 2025-06-30 0000319201 klac:SeniorNotesDueJuly152052Member us-gaap:SeniorNotesMember 2024-06-30 0000319201 klac:SeniorNotesDueJuly152062Member us-gaap:SeniorNotesMember 2025-06-30 0000319201 klac:SeniorNotesDueJuly152062Member us-gaap:SeniorNotesMember 2024-06-30 0000319201 klac:A2024SeniorNotesMember us-gaap:SeniorNotesMember 2024-11-01 2024-11-30 0000319201 klac:A2024SeniorNotesMember us-gaap:SeniorNotesMember 2024-02-29 0000319201 klac:SeniorNotesDueFebruary12034Member us-gaap:SeniorNotesMember 2024-02-29 0000319201 klac:SeniorNotesDueJuly152052Member us-gaap:SeniorNotesMember 2024-02-29 0000319201 klac:A2022SeniorNotesMember us-gaap:SeniorNotesMember 2022-06-30 0000319201 klac:SeniorNotesDueJuly152032Member us-gaap:SeniorNotesMember 2022-06-30 0000319201 klac:SeniorNotesDueJuly152052Member us-gaap:SeniorNotesMember 2022-06-30 0000319201 klac:SeniorNotesDueJuly152062Member us-gaap:SeniorNotesMember 2022-06-30 0000319201 klac:SeniorNotesDueNovember12024Member us-gaap:SeniorNotesMember 2022-07-31 0000319201 klac:SeniorNotesDueNovember12024Member us-gaap:SeniorNotesMember 2022-07-01 2023-06-30 0000319201 klac:SeniorNotesDueMarch12050Member us-gaap:SeniorNotesMember 2020-02-29 0000319201 klac:A2019SeniorNotesMember us-gaap:SeniorNotesMember 2019-03-31 0000319201 klac:A2014SeniorNotesMember us-gaap:SeniorNotesMember 2014-11-30 0000319201 us-gaap:SeniorNotesMember 2022-07-01 2022-07-31 0000319201 us-gaap:SeniorNotesMember 2020-02-01 2020-02-29 0000319201 us-gaap:SeniorNotesMember 2019-10-01 2019-10-31 0000319201 us-gaap:SeniorNotesMember 2017-11-01 2017-11-30 0000319201 us-gaap:SeniorNotesMember 2024-07-01 2025-06-30 0000319201 us-gaap:SeniorNotesMember 2025-06-30 0000319201 us-gaap:SeniorNotesMember 2024-06-30 0000319201 us-gaap:RevolvingCreditFacilityMember us-gaap:LineOfCreditMember 2025-06-30 0000319201 us-gaap:RevolvingCreditFacilityMember us-gaap:LineOfCreditMember 2024-06-30 0000319201 us-gaap:RevolvingCreditFacilityMember us-gaap:LineOfCreditMember 2024-07-01 2025-06-30 0000319201 us-gaap:RevolvingCreditFacilityMember us-gaap:SecuredOvernightFinancingRateSofrMember us-gaap:LineOfCreditMember 2024-07-01 2025-06-30 0000319201 us-gaap:RevolvingCreditFacilityMember us-gaap:SecuredOvernightFinancingRateSofrMember srt:MinimumMember us-gaap:LineOfCreditMember 2024-07-01 2025-06-30 0000319201 us-gaap:RevolvingCreditFacilityMember us-gaap:SecuredOvernightFinancingRateSofrMember srt:MaximumMember us-gaap:LineOfCreditMember 2024-07-01 2025-06-30 0000319201 us-gaap:RevolvingCreditFacilityMember klac:AlternativeBaseRateMember srt:MinimumMember us-gaap:LineOfCreditMember 2024-07-01 2025-06-30 0000319201 us-gaap:RevolvingCreditFacilityMember klac:AlternativeBaseRateMember srt:MaximumMember us-gaap:LineOfCreditMember 2024-07-01 2025-06-30 0000319201 us-gaap:RevolvingCreditFacilityMember srt:MinimumMember us-gaap:LineOfCreditMember 2024-07-01 2025-06-30 0000319201 us-gaap:RevolvingCreditFacilityMember srt:MaximumMember us-gaap:LineOfCreditMember 2024-07-01 2025-06-30 0000319201 klac:TwoThousandTwentyThreePlanMember 2025-06-30 0000319201 klac:TwoThousandFourPlanMember 2025-06-30 0000319201 klac:AssumedEquityPlansMember klac:EmployeeStockOptionsAndRestrictedStockUnitsRSUMember 2019-02-20 2019-02-20 0000319201 klac:OrbotechMember klac:EmployeeStockOptionsAndRestrictedStockUnitsRSUMember klac:AssumedEquityPlansMember 2019-02-20 0000319201 klac:AssumedEquityPlansMember us-gaap:EmployeeStockOptionMember 2019-02-20 0000319201 klac:AssumedEquityPlansMember us-gaap:RestrictedStockUnitsRSUMember 2019-02-20 0000319201 klac:AssumedEquityPlansMember 2019-02-20 0000319201 klac:AssumedEquityPlansMember us-gaap:RestrictedStockUnitsRSUMember 2019-02-20 2019-02-20 0000319201 klac:SeniorManagementMember klac:RestrictedStockUnitPerformanceBasedAndServiceBasedMember 2025-06-30 0000319201 klac:SeniorManagementMember klac:RestrictedStockUnitPerformanceBasedAndServiceBasedMember 2024-06-30 0000319201 klac:SeniorManagementMember klac:RestrictedStockUnitPerformanceBasedAndServiceBasedMember 2023-06-30 0000319201 us-gaap:RestrictedStockUnitsRSUMember 2024-07-01 2025-06-30 0000319201 srt:MinimumMember us-gaap:RestrictedStockUnitsRSUMember 2024-07-01 2025-06-30 0000319201 srt:MaximumMember us-gaap:RestrictedStockUnitsRSUMember 2024-07-01 2025-06-30 0000319201 us-gaap:RestrictedStockUnitsRSUMember klac:ThirdAnniversaryMember 2024-07-01 2025-06-30 0000319201 us-gaap:RestrictedStockUnitsRSUMember klac:FourthAnniversaryMember 2024-07-01 2025-06-30 0000319201 us-gaap:RestrictedStockUnitsRSUMember klac:FifthAnniversaryMember 2024-07-01 2025-06-30 0000319201 us-gaap:CostOfSalesMember 2024-07-01 2025-06-30 0000319201 us-gaap:CostOfSalesMember 2023-07-01 2024-06-30 0000319201 us-gaap:CostOfSalesMember 2022-07-01 2023-06-30 0000319201 us-gaap:ResearchAndDevelopmentExpenseMember 2024-07-01 2025-06-30 0000319201 us-gaap:ResearchAndDevelopmentExpenseMember 2023-07-01 2024-06-30 0000319201 us-gaap:ResearchAndDevelopmentExpenseMember 2022-07-01 2023-06-30 0000319201 klac:TwoThousandTwentyThreePlanMember us-gaap:RestrictedStockUnitsRSUMember 2024-06-30 0000319201 klac:TwoThousandTwentyThreePlanMember us-gaap:RestrictedStockUnitsRSUMember 2024-07-01 2025-06-30 0000319201 klac:TwoThousandTwentyThreePlanMember us-gaap:RestrictedStockUnitsRSUMember 2025-06-30 0000319201 klac:TwoThousandTwentyThreePlanMember klac:RestrictedStockUnitPerformanceBasedAndServiceBasedMember 2025-06-30 0000319201 srt:MinimumMember klac:RestrictedStockUnitServiceBasedMember 2024-07-01 2025-06-30 0000319201 srt:MaximumMember klac:RestrictedStockUnitServiceBasedMember 2024-07-01 2025-06-30 0000319201 srt:MinimumMember klac:RestrictedStockUnitPerformanceBasedAndServiceBasedMember 2024-07-01 2025-06-30 0000319201 srt:MaximumMember klac:RestrictedStockUnitPerformanceBasedAndServiceBasedMember 2024-07-01 2025-06-30 0000319201 us-gaap:RestrictedStockUnitsRSUMember 2023-07-01 2024-06-30 0000319201 us-gaap:RestrictedStockUnitsRSUMember 2022-07-01 2023-06-30 0000319201 us-gaap:RestrictedStockUnitsRSUMember 2025-06-30 0000319201 klac:CashBasedLongTermIncentiveProgramMember 2024-07-01 2025-06-30 0000319201 klac:CashBasedLongTermIncentiveProgramMember 2023-07-01 2024-06-30 0000319201 klac:CashBasedLongTermIncentiveProgramMember 2022-07-01 2023-06-30 0000319201 klac:CashBasedLongTermIncentiveProgramMember 2025-06-30 0000319201 us-gaap:EmployeeStockMember 2025-06-30 0000319201 us-gaap:EmployeeStockMember 2024-07-01 2025-06-30 0000319201 us-gaap:EmployeeStockMember 2023-07-01 2024-06-30 0000319201 us-gaap:EmployeeStockMember 2022-07-01 2023-06-30 0000319201 2025-06-03 2025-06-03 0000319201 klac:RestrictedStockUnitMember 2025-06-30 0000319201 klac:RestrictedStockUnitMember 2024-06-30 0000319201 2025-04-01 2025-06-30 0000319201 2022-06-23 0000319201 2022-04-01 2022-06-30 0000319201 2022-10-01 2022-12-31 0000319201 2022-12-31 0000319201 klac:MatchingOptionOneMember 2019-01-01 2025-06-30 0000319201 klac:MatchingOptionTwoMember 2019-01-01 2025-06-30 0000319201 us-gaap:InternalRevenueServiceIRSMember 2025-06-30 0000319201 us-gaap:StateAndLocalJurisdictionMember 2025-06-30 0000319201 us-gaap:ForeignCountryMember 2025-06-30 0000319201 klac:ForeignCapitalLossCarryforwardsMember 2025-06-30 0000319201 us-gaap:ForeignCountryMember 2024-07-01 2025-06-30 0000319201 us-gaap:ForeignCountryMember 2023-07-01 2024-06-30 0000319201 us-gaap:ForeignCountryMember 2022-07-01 2023-06-30 0000319201 2025-01-01 2025-01-31 0000319201 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:CashFlowHedgingMember srt:MaximumMember 2024-07-01 2025-06-30 0000319201 us-gaap:TreasuryLockMember 2025-06-30 0000319201 us-gaap:TreasuryLockMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:CashFlowHedgingMember 2025-06-30 0000319201 us-gaap:TreasuryLockMember us-gaap:CashFlowHedgingMember 2024-07-01 2025-06-30 0000319201 us-gaap:TreasuryLockMember us-gaap:CashFlowHedgingMember 2023-07-01 2024-06-30 0000319201 us-gaap:TreasuryLockMember us-gaap:CashFlowHedgingMember 2022-07-01 2023-06-30 0000319201 us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember 2024-07-01 2025-06-30 0000319201 us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember 2023-07-01 2024-06-30 0000319201 us-gaap:ForeignExchangeContractMember us-gaap:CashFlowHedgingMember 2022-07-01 2023-06-30 0000319201 us-gaap:ForeignExchangeContractMember us-gaap:NetInvestmentHedgingMember 2024-07-01 2025-06-30 0000319201 us-gaap:ForeignExchangeContractMember us-gaap:NetInvestmentHedgingMember 2023-07-01 2024-06-30 0000319201 us-gaap:ForeignExchangeContractMember us-gaap:NetInvestmentHedgingMember 2022-07-01 2023-06-30 0000319201 us-gaap:TreasuryLockMember us-gaap:SalesMember 2022-07-01 2023-06-30 0000319201 us-gaap:TreasuryLockMember klac:CostsOfRevenuesAndOperatingExpenseMember 2022-07-01 2023-06-30 0000319201 us-gaap:TreasuryLockMember us-gaap:InterestExpenseMember 2022-07-01 2023-06-30 0000319201 us-gaap:TreasuryLockMember us-gaap:OtherNonoperatingIncomeExpenseMember 2022-07-01 2023-06-30 0000319201 us-gaap:ForeignExchangeContractMember us-gaap:SalesMember 2022-07-01 2023-06-30 0000319201 us-gaap:ForeignExchangeContractMember klac:CostsOfRevenuesAndOperatingExpenseMember 2022-07-01 2023-06-30 0000319201 us-gaap:ForeignExchangeContractMember us-gaap:InterestExpenseMember 2022-07-01 2023-06-30 0000319201 us-gaap:ForeignExchangeContractMember us-gaap:OtherNonoperatingIncomeExpenseMember 2022-07-01 2023-06-30 0000319201 us-gaap:TreasuryLockMember us-gaap:SalesMember 2023-07-01 2024-06-30 0000319201 us-gaap:TreasuryLockMember klac:CostsOfRevenuesAndOperatingExpenseMember 2023-07-01 2024-06-30 0000319201 us-gaap:TreasuryLockMember us-gaap:InterestExpenseMember 2023-07-01 2024-06-30 0000319201 us-gaap:TreasuryLockMember us-gaap:OtherNonoperatingIncomeExpenseMember 2023-07-01 2024-06-30 0000319201 us-gaap:ForeignExchangeContractMember us-gaap:SalesMember 2023-07-01 2024-06-30 0000319201 us-gaap:ForeignExchangeContractMember klac:CostsOfRevenuesAndOperatingExpenseMember 2023-07-01 2024-06-30 0000319201 us-gaap:ForeignExchangeContractMember us-gaap:InterestExpenseMember 2023-07-01 2024-06-30 0000319201 us-gaap:ForeignExchangeContractMember us-gaap:OtherNonoperatingIncomeExpenseMember 2023-07-01 2024-06-30 0000319201 us-gaap:TreasuryLockMember us-gaap:SalesMember 2024-07-01 2025-06-30 0000319201 us-gaap:TreasuryLockMember klac:CostsOfRevenuesAndOperatingExpenseMember 2024-07-01 2025-06-30 0000319201 us-gaap:TreasuryLockMember us-gaap:InterestExpenseMember 2024-07-01 2025-06-30 0000319201 us-gaap:TreasuryLockMember us-gaap:OtherNonoperatingIncomeExpenseMember 2024-07-01 2025-06-30 0000319201 us-gaap:ForeignExchangeContractMember us-gaap:SalesMember 2024-07-01 2025-06-30 0000319201 us-gaap:ForeignExchangeContractMember klac:CostsOfRevenuesAndOperatingExpenseMember 2024-07-01 2025-06-30 0000319201 us-gaap:ForeignExchangeContractMember us-gaap:InterestExpenseMember 2024-07-01 2025-06-30 0000319201 us-gaap:ForeignExchangeContractMember us-gaap:OtherNonoperatingIncomeExpenseMember 2024-07-01 2025-06-30 0000319201 us-gaap:ForeignExchangeContractMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:CashFlowHedgingMember us-gaap:LongMember 2025-06-30 0000319201 us-gaap:ForeignExchangeContractMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:CashFlowHedgingMember us-gaap:LongMember 2024-06-30 0000319201 us-gaap:ForeignExchangeContractMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:CashFlowHedgingMember us-gaap:ShortMember 2025-06-30 0000319201 us-gaap:ForeignExchangeContractMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:CashFlowHedgingMember us-gaap:ShortMember 2024-06-30 0000319201 us-gaap:ForeignExchangeContractMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:NetInvestmentHedgingMember us-gaap:ShortMember 2025-06-30 0000319201 us-gaap:ForeignExchangeContractMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:NetInvestmentHedgingMember us-gaap:ShortMember 2024-06-30 0000319201 klac:OtherForeignCurrencyHedgeContractsMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:LongMember 2025-06-30 0000319201 klac:OtherForeignCurrencyHedgeContractsMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:LongMember 2024-06-30 0000319201 klac:OtherForeignCurrencyHedgeContractsMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:ShortMember 2025-06-30 0000319201 klac:OtherForeignCurrencyHedgeContractsMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:ShortMember 2024-06-30 0000319201 us-gaap:ForeignExchangeContractMember us-gaap:DesignatedAsHedgingInstrumentMember 2025-06-30 0000319201 us-gaap:ForeignExchangeContractMember us-gaap:DesignatedAsHedgingInstrumentMember 2024-06-30 0000319201 us-gaap:DesignatedAsHedgingInstrumentMember 2025-06-30 0000319201 us-gaap:DesignatedAsHedgingInstrumentMember 2024-06-30 0000319201 us-gaap:ForeignExchangeContractMember us-gaap:NondesignatedMember 2025-06-30 0000319201 us-gaap:ForeignExchangeContractMember us-gaap:NondesignatedMember 2024-06-30 0000319201 us-gaap:NondesignatedMember 2025-06-30 0000319201 us-gaap:NondesignatedMember 2024-06-30 0000319201 us-gaap:AociDerivativeQualifyingAsHedgeExcludedComponentParentMember 2024-06-30 0000319201 us-gaap:AociDerivativeQualifyingAsHedgeExcludedComponentParentMember 2023-06-30 0000319201 us-gaap:AociDerivativeQualifyingAsHedgeExcludedComponentParentMember 2022-06-30 0000319201 us-gaap:AociDerivativeQualifyingAsHedgeExcludedComponentParentMember 2024-07-01 2025-06-30 0000319201 us-gaap:AociDerivativeQualifyingAsHedgeExcludedComponentParentMember 2023-07-01 2024-06-30 0000319201 us-gaap:AociDerivativeQualifyingAsHedgeExcludedComponentParentMember 2022-07-01 2023-06-30 0000319201 us-gaap:AociDerivativeQualifyingAsHedgeExcludedComponentParentMember 2025-06-30 0000319201 2025-06-30 2025-06-30 0000319201 us-gaap:OperatingSegmentsMember klac:SemiconductorProcessControlMember 2022-07-01 2023-06-30 0000319201 us-gaap:OperatingSegmentsMember klac:SpecialtySemiconductorProcessMember 2022-07-01 2023-06-30 0000319201 us-gaap:OperatingSegmentsMember klac:PCBAndComponentInspectionMember 2022-07-01 2023-06-30 0000319201 us-gaap:OperatingSegmentsMember 2022-07-01 2023-06-30 0000319201 us-gaap:OperatingSegmentsMember klac:SemiconductorProcessControlMember 2023-07-01 2024-06-30 0000319201 us-gaap:OperatingSegmentsMember klac:SpecialtySemiconductorProcessMember 2023-07-01 2024-06-30 0000319201 us-gaap:OperatingSegmentsMember klac:PCBAndComponentInspectionMember 2023-07-01 2024-06-30 0000319201 us-gaap:OperatingSegmentsMember 2023-07-01 2024-06-30 0000319201 us-gaap:OperatingSegmentsMember klac:SemiconductorProcessControlMember 2024-07-01 2025-06-30 0000319201 us-gaap:OperatingSegmentsMember klac:SpecialtySemiconductorProcessMember 2024-07-01 2025-06-30 0000319201 us-gaap:OperatingSegmentsMember klac:PCBAndComponentInspectionMember 2024-07-01 2025-06-30 0000319201 us-gaap:OperatingSegmentsMember 2024-07-01 2025-06-30 0000319201 klac:CorporateAndReconcilingItemsMember 2024-07-01 2025-06-30 0000319201 klac:CorporateAndReconcilingItemsMember 2023-07-01 2024-06-30 0000319201 klac:CorporateAndReconcilingItemsMember 2022-07-01 2023-06-30 0000319201 country:CN 2024-07-01 2025-06-30 0000319201 country:CN us-gaap:GeographicConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2024-07-01 2025-06-30 0000319201 country:CN 2023-07-01 2024-06-30 0000319201 country:CN us-gaap:GeographicConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2023-07-01 2024-06-30 0000319201 country:CN 2022-07-01 2023-06-30 0000319201 country:CN us-gaap:GeographicConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2022-07-01 2023-06-30 0000319201 country:TW 2024-07-01 2025-06-30 0000319201 country:TW us-gaap:GeographicConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2024-07-01 2025-06-30 0000319201 country:TW 2023-07-01 2024-06-30 0000319201 country:TW us-gaap:GeographicConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2023-07-01 2024-06-30 0000319201 country:TW 2022-07-01 2023-06-30 0000319201 country:TW us-gaap:GeographicConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2022-07-01 2023-06-30 0000319201 country:KR 2024-07-01 2025-06-30 0000319201 country:KR us-gaap:GeographicConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2024-07-01 2025-06-30 0000319201 country:KR 2023-07-01 2024-06-30 0000319201 country:KR us-gaap:GeographicConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2023-07-01 2024-06-30 0000319201 country:KR 2022-07-01 2023-06-30 0000319201 country:KR us-gaap:GeographicConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2022-07-01 2023-06-30 0000319201 srt:NorthAmericaMember 2024-07-01 2025-06-30 0000319201 srt:NorthAmericaMember us-gaap:GeographicConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2024-07-01 2025-06-30 0000319201 srt:NorthAmericaMember 2023-07-01 2024-06-30 0000319201 srt:NorthAmericaMember us-gaap:GeographicConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2023-07-01 2024-06-30 0000319201 srt:NorthAmericaMember 2022-07-01 2023-06-30 0000319201 srt:NorthAmericaMember us-gaap:GeographicConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2022-07-01 2023-06-30 0000319201 country:JP 2024-07-01 2025-06-30 0000319201 country:JP us-gaap:GeographicConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2024-07-01 2025-06-30 0000319201 country:JP 2023-07-01 2024-06-30 0000319201 country:JP us-gaap:GeographicConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2023-07-01 2024-06-30 0000319201 country:JP 2022-07-01 2023-06-30 0000319201 country:JP us-gaap:GeographicConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2022-07-01 2023-06-30 0000319201 klac:EuropeAndIsraelMember 2024-07-01 2025-06-30 0000319201 klac:EuropeAndIsraelMember us-gaap:GeographicConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2024-07-01 2025-06-30 0000319201 klac:EuropeAndIsraelMember 2023-07-01 2024-06-30 0000319201 klac:EuropeAndIsraelMember us-gaap:GeographicConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2023-07-01 2024-06-30 0000319201 klac:EuropeAndIsraelMember 2022-07-01 2023-06-30 0000319201 klac:EuropeAndIsraelMember us-gaap:GeographicConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2022-07-01 2023-06-30 0000319201 klac:RestOfAsiaMember 2024-07-01 2025-06-30 0000319201 klac:RestOfAsiaMember us-gaap:GeographicConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2024-07-01 2025-06-30 0000319201 klac:RestOfAsiaMember 2023-07-01 2024-06-30 0000319201 klac:RestOfAsiaMember us-gaap:GeographicConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2023-07-01 2024-06-30 0000319201 klac:RestOfAsiaMember 2022-07-01 2023-06-30 0000319201 klac:RestOfAsiaMember us-gaap:GeographicConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2022-07-01 2023-06-30 0000319201 us-gaap:GeographicConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2024-07-01 2025-06-30 0000319201 us-gaap:GeographicConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2023-07-01 2024-06-30 0000319201 us-gaap:GeographicConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2022-07-01 2023-06-30 0000319201 klac:WaferInspectionMember 2024-07-01 2025-06-30 0000319201 klac:WaferInspectionMember us-gaap:ProductConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2024-07-01 2025-06-30 0000319201 klac:WaferInspectionMember 2023-07-01 2024-06-30 0000319201 klac:WaferInspectionMember us-gaap:ProductConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2023-07-01 2024-06-30 0000319201 klac:WaferInspectionMember 2022-07-01 2023-06-30 0000319201 klac:WaferInspectionMember us-gaap:ProductConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2022-07-01 2023-06-30 0000319201 klac:PatterningMember 2024-07-01 2025-06-30 0000319201 klac:PatterningMember us-gaap:ProductConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2024-07-01 2025-06-30 0000319201 klac:PatterningMember 2023-07-01 2024-06-30 0000319201 klac:PatterningMember us-gaap:ProductConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2023-07-01 2024-06-30 0000319201 klac:PatterningMember 2022-07-01 2023-06-30 0000319201 klac:PatterningMember us-gaap:ProductConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2022-07-01 2023-06-30 0000319201 klac:SpecialtySemiconductorProcessMember 2024-07-01 2025-06-30 0000319201 klac:SpecialtySemiconductorProcessMember us-gaap:ProductConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2024-07-01 2025-06-30 0000319201 klac:SpecialtySemiconductorProcessMember 2023-07-01 2024-06-30 0000319201 klac:SpecialtySemiconductorProcessMember us-gaap:ProductConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2023-07-01 2024-06-30 0000319201 klac:SpecialtySemiconductorProcessMember 2022-07-01 2023-06-30 0000319201 klac:SpecialtySemiconductorProcessMember us-gaap:ProductConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2022-07-01 2023-06-30 0000319201 klac:PCBAndComponentInspectionMember 2024-07-01 2025-06-30 0000319201 klac:PCBAndComponentInspectionMember us-gaap:ProductConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2024-07-01 2025-06-30 0000319201 klac:PCBAndComponentInspectionMember 2023-07-01 2024-06-30 0000319201 klac:PCBAndComponentInspectionMember us-gaap:ProductConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2023-07-01 2024-06-30 0000319201 klac:PCBAndComponentInspectionMember 2022-07-01 2023-06-30 0000319201 klac:PCBAndComponentInspectionMember us-gaap:ProductConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2022-07-01 2023-06-30 0000319201 us-gaap:ServiceMember us-gaap:ProductConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2024-07-01 2025-06-30 0000319201 us-gaap:ServiceMember us-gaap:ProductConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2023-07-01 2024-06-30 0000319201 us-gaap:ServiceMember us-gaap:ProductConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2022-07-01 2023-06-30 0000319201 klac:OtherRevenueMember 2024-07-01 2025-06-30 0000319201 klac:OtherRevenueMember us-gaap:ProductConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2024-07-01 2025-06-30 0000319201 klac:OtherRevenueMember 2023-07-01 2024-06-30 0000319201 klac:OtherRevenueMember us-gaap:ProductConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2023-07-01 2024-06-30 0000319201 klac:OtherRevenueMember 2022-07-01 2023-06-30 0000319201 klac:OtherRevenueMember us-gaap:ProductConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2022-07-01 2023-06-30 0000319201 us-gaap:ProductConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2024-07-01 2025-06-30 0000319201 us-gaap:ProductConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2023-07-01 2024-06-30 0000319201 us-gaap:ProductConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2022-07-01 2023-06-30 0000319201 klac:LargestCustomerMember us-gaap:CustomerConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2024-07-01 2025-06-30 0000319201 klac:LargestCustomerMember us-gaap:CustomerConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2023-07-01 2024-06-30 0000319201 klac:LargestCustomerMember us-gaap:CustomerConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2022-07-01 2023-06-30 0000319201 klac:SecondLargestCustomerMember us-gaap:CustomerConcentrationRiskMember us-gaap:RevenueFromContractWithCustomerMember 2022-07-01 2023-06-30 0000319201 country:US 2025-06-30 0000319201 country:US 2024-06-30 0000319201 srt:EuropeMember 2025-06-30 0000319201 srt:EuropeMember 2024-06-30 0000319201 country:SG 2025-06-30 0000319201 country:SG 2024-06-30 0000319201 country:IL 2025-06-30 0000319201 country:IL 2024-06-30 0000319201 klac:RestOfAsiaMember 2025-06-30 0000319201 klac:RestOfAsiaMember 2024-06-30 0000319201 us-gaap:SubsequentEventMember 2025-08-07 2025-08-07 0000319201 us-gaap:RevolvingCreditFacilityMember us-gaap:LineOfCreditMember us-gaap:SubsequentEventMember 2025-07-03 0000319201 us-gaap:AllowanceForCreditLossMember 2022-06-30 0000319201 us-gaap:AllowanceForCreditLossMember 2022-07-01 2023-06-30 0000319201 us-gaap:AllowanceForCreditLossMember 2023-06-30 0000319201 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2022-06-30 0000319201 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2022-07-01 2023-06-30 0000319201 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2023-06-30 0000319201 us-gaap:AllowanceForCreditLossMember 2023-07-01 2024-06-30 0000319201 us-gaap:AllowanceForCreditLossMember 2024-06-30 0000319201 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2023-07-01 2024-06-30 0000319201 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2024-06-30 0000319201 us-gaap:AllowanceForCreditLossMember 2024-07-01 2025-06-30 0000319201 us-gaap:AllowanceForCreditLossMember 2025-06-30 0000319201 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2024-07-01 2025-06-30 0000319201 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2025-06-30 0000319201 klac:BrianLorigMember klac:OfficerTradingArrangementMember 2025-04-01 2025-06-30 0000319201 klac:BrenHigginsMember klac:OfficerTradingArrangementMember 2025-04-01 2025-06-30 0000319201 klac:AhmadKhanMember klac:OfficerTradingArrangementMember 2025-04-01 2025-06-30 0000319201 klac:BrenHigginsMember klac:OfficerTradingArrangementMember 2025-06-30 0000319201 klac:AhmadKhanMember klac:OfficerTradingArrangementMember 2025-06-30 0000319201 klac:BrianLorigMember klac:OfficerTradingArrangementMember 2025-06-30 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30 , 2025 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 CORP ORATION (Exact name of registrant as specified in its charter) Delaware 04-2564110 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) One Technology Drive, Milpitas, California 95035 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 408 ) 875-3000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.001 par value per share KLAC The Nasdaq Stock Market, LLC The NASDAQ Global Select Market Securities registered pursuant to Section 12(g) of the Act: None (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x 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 x No o 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 x No o 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 x Accelerated filer o Non-accelerated filer o 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ 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. ¨ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ☐ No x 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, 2024, was approximately $ 83.7 billion. The registrant had 131,961,370 shares of common stock outstanding as of July 21, 2025. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the 2025 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, 2025, are incorporated by reference into Part III of this report. Table of Contents INDEX Special Note Regarding Forward-Looking Statements ii PART I Item 1. Business 1 Item 1A. Risk Factors 10 Item 1B. Unresolved Staff Comments 32 Item 1C. Cybersecurity 32 Item 2. Properties 33 Item 3. Legal Proceedings 33 Item 4. Mine Safety Disclosures 33 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 33 Item 6. [Reserved] 35 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 35 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 48 Item 8. Financial Statements and Supplementary Data 49 Consolidated Balance Sheets as of June 30, 2025 and 2024 50 Consolidated Statements of Operations for each of the three years in the period ended June 30, 2025 51 Consolidated Statements of Comprehensive Income for each of the three years in the period ended June 30, 2025 52 Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended June 30, 2025 53 Consolidated Statements of Cash Flows for each of the three years in the period ended June 30, 2025 54 Notes to Consolidated Financial Statements 55 Report of Independent Registered Public Accounting Firm 95 Schedule II Valuation and Qualifying Accounts for the three years in the period ended June 30, 2025 97 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 97 Item 9A. Controls and Procedures 97 Item 9B. Other Information 98 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 99 PART III Item 10. Directors, Executive Officers and Corporate Governance 99 Item 11. Executive Compensation 99 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 99 Item 13. Certain Relationships and Related Transactions, and Director Independence 99 Item 14. Principal Accountant Fees and Services 99 PART IV Item 15. Exhibits and Financial Statement Schedules 99 Item 16. Form 10-K Summary 102 Signatures 103 i Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”). All statements other than statements of historical fact may be forward-looking statements. You can identify these and other forward-looking statements by the use of words such as “may,” “will,” “could,” “would,” “should,” “expects,” “plans,” “anticipates,” “relies,” “believes,” “estimates,” “predicts,” “intends,” “potential,” “continues,” “thinks,” “seeks,” “commits,” or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements. Such forward-looking statements include those regarding, among others: the impact of tariffs on our business; 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 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 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. Our actual results may differ significantly from those projected in the forward-looking statements in this report. Factors that might cause or contribute to such differences include, but are not limited to: • Our vulnerability to a weakening in the condition of the financial markets and the global economy; • Risks related to our international operations; • Evolving Bureau of Industry and Security (“BIS”) of the U.S. Department of Commerce (“Commerce”) rules and regulations (the “BIS Rules”) and their impact on our ability to sell products to and provide services to certain customers in People’s Republic of China (“China”); • Tariffs and other trade restrictions; • Costly intellectual property (“IP”) disputes that could result in our inability to sell or use the challenged technology; • Risks related to the legal, regulatory and tax environments in which we conduct our business; • Differing stakeholder expectations, requirements and attention to ESG matters and the resulting costs, risks and impact on our business; • Unexpected delays, difficulties and expenses in executing against our environmental, climate, or other ESG targets, goals and commitments; • Our ability to attract, retain and motivate key personnel; • Our vulnerability to disruptions and delays at our third-party service providers; • Cybersecurity threats, cyber incidents affecting our and our business partners ’ s ystems and networks; • Our inability to access critical information in a timely manner due to system failures; • Risks related to acquisitions, integrations, strategic alliances or collaborative arrangements; • Climate change, earthquake, flood or other natural catastrophic events, public health crises or terrorism and the adverse impact on our business operations; • The war between Ukraine and Russia, continued escalation of hostilities in the Middle East, and the significant military activity in those regions; ii Table of Contents • 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; • 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; • Our vulnerability to a highly concentrated customer base; • The cyclicality of the industries in which we operate; • Our ability to timely develop new technologies and products that successfully address changes in the industry; • Risks related to artificial intelligence (“AI”); • Our ability to maintain our technology advantage and protect proprietary rights; • Our ability to compete in the industry; • Availability and cost of the materials and parts used in the production of our products; • Our ability to operate our business in accordance with our business plan; • 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; • Liability to our customers under indemnification provisions if our products fail to operate properly or contain defects or our customers are sued by third parties due to our products; • 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; • We are subject to risks related to receivables factoring arrangements and compliance risk of certain settlement agreements with the government; and • Risks related to the Court of Chancery of the State of Delaware being the sole and exclusive forum for certain actions and proceedings. This report also contains ESG-related statements based on hypothetical scenarios and assumptions as well as estimates that are subject to a high level of uncertainty, and these statements should not necessarily be viewed as being representative of current or actual risk or performance, or forecasts of expected risk or performance. In addition, historical, current, and forward-looking environmental and social-related statements are in various instances based on standards for measuring progress that are still developing, and internal controls and processes that continue to evolve. Forward-looking and other statements in this report or elsewhere including regarding our corporate responsibility and sustainability progress, plans and goals, are in some instances informed by various stakeholder expectations, including certain third-party standards and frameworks; as such, the inclusion of such statements is not an indication that these matters are necessarily material for the purposes of complying with or reporting pursuant to the U.S. federal securities laws and regulations or other reporting obligations, even if we use the word “material” or “materiality” in this report or elsewhere. For a more detailed discussion of these and other risk factors, that might cause or contribute to differences from the forward looking statements in this report, see Item 1A “Risk Factors” as well as Item 1 “Business” and Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K. You should carefully review these risks and also review the risks described in other parts of this report and in documents we file from time to time with the Securities and Exchange Commission (“SEC”), including the Quarterly Reports on Form 10-Q that we will file in the fiscal year ending June 30, 2026. You are cautioned not to place undue reliance on these forward-looking statements, and we expressly assume no obligation and do not intend to update the forward-looking statements in this report after the date hereof. iii Table of Contents PART I ITEM 1. BUSINESS The Company KLA Corporation and its majority-owned subsidiaries (“KLA” or the “Company” and also referred to as “we,” “our,” “us” or similar references) are suppliers of industry-leading equipment and services that enables innovation throughout the electronics industry. We provide advanced process control and process-enabling solutions for manufacturing wafers, reticles/masks, chemicals/materials, integrated circuits (“IC” or “chip”), packaged ICs and printed circuit boards (“PCB”), as well as comprehensive support and services across our installed base. Our suite of advanced products, coupled with our unique process control software and services, allow us to deliver the solutions our customers need to achieve their technology advancement and high-volume production goals by significantly improving yields, while simultaneously reducing waste, risks and costs. This improves our customers’ overall profitability and return on investment. Our services business, which accounted for approximately 22% of our revenue in fiscal 2025, increases the value of our contract offerings and promotes the extension of system lifetimes. KLA was formed as KLA-Tencor 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 three reportable segments: Semiconductor Process Control; Specialty Semiconductor Process; and PCB and Component Inspection. Within the Semiconductor Process Control segment, our comprehensive portfolio of inspection, metrology and software products, as well as related services, help IC, wafer, reticle/mask and chemical/materials manufacturers achieve target yields throughout the entire fabrication process, from R&D to final volume production. These products and services are designed to provide comprehensive solutions to help customers accelerate development and production ramp cycles, achieve higher and more stable product yields and improve their overall profitability. Within the Specialty Semiconductor Process segment, we develop and sell advanced vacuum deposition and etching process tools, which are used by a broad range of specialty semiconductor customers, including manufacturers of microelectromechanical systems (“MEMS”), radio frequency (“RF”) communication semiconductors, and power semiconductors for automotive and industrial applications. Within the PCB and Component Inspection segment, we enable electronic device manufacturers to inspect, test and measure PCBs, IC substrates 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. Additional information about KLA is available at www.kla.com. 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 are available free of charge on our website as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Information on our website is not part of this Annual Report on Form 10-K or 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 statements and other information regarding issuers that file electronically. Investors and others should note that we may announce material financial information to investors using our investor relations website (ir.kla.com), which includes our SEC filings, press releases, public earnings calls and conference webcasts. The investor relations website is used to communicate with the public about us and our products, services and other matters. Industry Our core focus is enabling technological advances and improving manufacturing yields in the semiconductor industry. The semiconductor fabrication process begins with a bare silicon wafer - a round disk typically 200 millimeters or 300 millimeters in diameter, about as thick as a credit card and gray in color. The process of manufacturing wafers is highly sophisticated and involves the creation of large ingots of silicon by pulling them out of a vat of molten silicon. The ingots are then sliced into wafers. Prime silicon wafers are then polished to a mirror finish. Other, more specialized wafers, such as epitaxial silicon (“epi”), silicon on insulator (“SOI”), gallium nitride (“GaN”) and silicon carbide (“SiC”) are also used in the semiconductor industry. The manufacturing cycle of an IC is grouped into three phases: design, fabrication and testing. IC design involves the architectural layout of the circuit, as well as design verification and reticle generation. The fabrication of a semiconductor chip (or “semiconductor”) is accomplished by depositing a series of film layers that act as conductors, semiconductors or insulators 1 Table of Contents on bare wafers. The deposition of these film layers is interspersed with numerous other process steps that create circuit patterns, remove portions of the film layers, and perform other functions such as heat treatment, measurement and inspection. Most advanced chip designs require hundreds of individual steps, many performed multiple times. Most chips consist of two main structures: the lower structure, typically consisting of transistors or capacitors, which performs the “smart” functions; and the upper “interconnect” structure, typically consisting of circuitry, which connects the components in the lower structure. When the layers on the wafer have been fabricated, each chip on the wafer is tested for functionality. The wafer is then cut into individual chips, and the chips that pass functional testing are packaged. Final testing is performed on all packaged chips. Packaged chips are then mounted onto PCBs for connection to the rest of the electronic system. Our business depends upon the capital expenditures of semiconductor, semiconductor-related and electronic device manufacturers. This is driven by the current and anticipated market demand for ICs, products utilizing ICs and other electronic components. We do not consider our business to be seasonal. Still, our business 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. Downturns in the semiconductor or other industries in which we operate, slowdowns in the worldwide economy, customer consolidation as well as recent political and regulatory changes could have a material adverse effect on our future business and financial results. Companies 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 critical goals of modern semiconductor and related electronics manufacturing. Ramping to high-volume production ahead of competitors can dramatically increase IC manufacturers’ revenue and profit for a given product. Leading semiconductor manufacturers 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. As design rules decrease, yields become more sensitive to the size and density of defects. Device performance characteristics (namely speed, capacity or power management) also become more sensitive to parameters such as linewidth and film thickness variation. New process materials require extensive characterization before they can be used in the manufacturing process. Moving several of these advanced technologies into production at once only adds to the risks that chipmakers face. The continuing evolution of semiconductors to smaller geometries and more complex multi-level circuitry has significantly increased the performance and cost requirements of the capital equipment used to manufacture these devices. Construction of an advanced IC fabrication facility today can cost well above $10 billion, substantially more than previous-generation facilities. In addition, chipmakers are demanding increased productivity and higher returns from their manufacturing equipment and are also seeking ways to extend the performance of their existing equipment. The semiconductor capital equipment industry has been experiencing multiple growth drivers bolstered by demand for semiconductors from leading-edge foundry and logic manufacturers to support computational power and connectivity and continued investment by our customers in legacy nodes. Adoption of EUV in high volume manufacturing (“HVM”) for Logic and DRAM memory is driving new process control requirements and growth in key markets for KLA. Demand for advanced semiconductor technologies, particularly evident in the 2-nanometer node, which is seeing higher levels of investment and process control intensity, continues to drive investments in AI. Increasing complexity and value of semiconductor packages, particularly for AI and High-performance computing (“HPC”) applications, is also driving significant growth in the advanced packaging business. The digitization of all industries, including 5G markets and advances in healthcare and industrial applications, together with the increasing adoption of electric vehicles and intelligence in automobiles, are powering leading-edge design node technology investments and capacity expansions. Regionalization of semiconductors has become a trend as access to semiconductors is viewed from the lens of national security. China remains as a major region for the manufacturing of legacy node logic and memory chips, adding to its role as the world’s largest consumer of ICs. The Chinese government initiatives around self-sustainability 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, Commerce has added certain China-based 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 Commerce), restricting our ability to provide products and services to such entities without an export license. In addition, Commerce has imposed export licensing requirements on China-based customers that are military end users or engaged in military end uses. 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 certain entities on the U.S. Entity List. 2 Table of Contents Research and Development The market for semiconductor and electronics industries is characterized by rapid technological development and product innovation. These technical innovations are inherently complex and require long development cycles and appropriate professional staffing. We make significant investments in product R&D for the timely development of new products and enhancements necessary to maintain our competitive position. Accordingly, we devote a significant portion of our human and financial resources to R&D programs and seek to maintain close relationships with customers to remain responsive to their needs. Our key R&D activities during the fiscal year ended June 30, 2025 involved the development of process control and process-enabling solutions for front end semiconductors and advanced packaging. Our primary R&D centers are located in the U.S., United Kingdom (“U.K.”), India, China, Singapore and Israel. For information regarding our R&D expenses during the last three fiscal years, see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K. The strength of our competitive positions in many of our existing markets is 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 to enhance our competitive position. Customers We count among our largest customers the leading semiconductor, semiconductor-related and electronic device manufacturers in Asia, the U.S. and Europe. Our future performance will depend, in part, on our ability to continue to compete successfully in Asia, one of the largest markets for our equipment. Our business depends on capital expenditures from these manufacturers which, in turn, depend on many factors including general economic conditions, anticipated market demand, evolving government regulations and capacity constraints. Our ability to compete in this area depends upon the continuation of favorable trading relationships between countries in the region and the U.S., and our continuing ability to maintain satisfactory relationships with leading semiconductor companies in the region. For the fiscal years ended June 30, 2025, 2024 and 2023, the following customers each accounted for more than 10% of total revenues, primarily in the Semiconductor Process Control segment: Fiscal Year Ended June 30, 2025 2024 2023 Taiwan Semiconductor Manufacturing Company Limited Taiwan Semiconductor Manufacturing Company Limited Taiwan Semiconductor Manufacturing Company Limited Samsung Electronics Co., Ltd. Sales, Service and Marketing Our sales, service and marketing efforts aim to build deep long-term relationships with our customers. We focus on providing comprehensive resources for the full breadth of process control, process-enabling and yield management solutions for manufacturing and testing wafers and reticles, a wide variety of ICs, PCBs, IC substrates and packaging as well as general materials research. Our revenues are derived primarily from product sales and related service contracts, mostly through our direct sales force. We believe that the size and location of our field sales, service engineering, applications engineering, and marketing organizations represent a competitive advantage in our served markets. We have direct sales forces in Asia, the U.S. and Europe. We maintain an export compliance program designed to meet the requirements of Commerce and the U.S. Department of State and the trade regulations of the international jurisdictions in which we operate. In addition to sales and service offices in the U.S., we conduct sales, marketing and services out of subsidiaries or branches in many regions; some of the largest include China, Germany, Israel, Japan, Korea, Singapore, Taiwan and the U.K. We believe sales outside the U.S. will continue to be a significant percentage of our total revenues. International revenues accounted for approximately 89% of our total revenues in both of the fiscal years ended June 30, 2025 and 2024 and 88% of our total revenues in the fiscal year ended June 30, 2023. Additional information regarding our revenues from foreign operations for our last three fiscal years can be found in Note 18 “Segment Reporting and Geographic Information” to our Consolidated Financial Statements. International sales and operations may be adversely affected by the imposition of governmental controls, restrictions on 3 Table of Contents export technology, political instability, trade restrictions, changes in tariffs and the difficulties associated with staffing and managing international operations. In addition, international sales may be adversely affected by the economic conditions in each country and by fluctuations in currency exchange rates. Such fluctuations may negatively impact our ability to compete on price with local providers or the value of revenues we generate from our international business. Although we attempt to manage some of the currency risk inherent in non-U.S. dollar product sales through hedging activities, there can be no assurance that such efforts will be adequate. These factors, as well as any of the other risk factors related to our international business and operations that are described in Item 1A “Risk Factors,” could have a material adverse effect on our future business and financial results. Products and Services KLA develops industry-leading process control and yield management solutions and services that enable innovation throughout the semiconductor and related electronics industries. We provide advanced process control and process-enabling solutions for manufacturing wafers, reticles, ICs, packaging, PCBs and IC substrates. In March 2024, we made the decision to exit our business of manufacturing flat and flexible panel displays (“Display”) by announcing the end of manufacturing of most Display products, but we will continue to provide services to the installed base of Display products for existing customers. The Semiconductor Process Control segment offers a comprehensive portfolio of inspection, metrology, chemistry process control and software products and related services, which support the semiconductor ecosystem from R&D to final volume production. For IC manufacturing, our systems support the production of all chip types including advanced logic, DRAM, 3D NAND, power devices, MEMS, legacy design node chips and more. Our substrate manufacturing systems support the production of a broad range of wafer types and sizes including silicon, prime silicon SOI, sapphire, glass, wide bandgap substrates (e.g., SiC, GaN) and more. Our reticle systems support quality control during the manufacturing of optical and EUV reticle types. We also make products that support chemical/materials quality control, and process tool development and qualification. Our products and services for chip, wafer, reticle, packaging, solar, hard disk drive, original equipment manufacturer and chemical/materials manufacturing are designed to provide comprehensive solutions that help our customers accelerate development and production ramp cycles, achieve higher and more stable product yields and improve their overall profitability. The Semiconductor Process Control segment offers a variety of solutions and products, including: Segment Technologies Products Semiconductor Process Control Chip Manufacturing: Defect Inspection and Review Inspection and review tools are used to identify, locate, characterize, review, and analyze defects on various surfaces of patterned and unpatterned wafers. 39xx Series, 29xx Series, C30x Series, eSi50™, Voyager ® Series, 8 Series, Puma™ Series, Micro-SR™, CIRCL™ Series, Castor™, Surfscan ® Series, eDR7380™ Series, eDRX™ Series. Chip Manufacturing: Metrology Metrology systems are used to measure pattern dimensions, film thickness(es), film stress, layer-to-layer alignment, pattern placement, surface topography and electro-optical properties for wafers. Archer™ Series, ATL™ Series, Axion ® Series, SpectraShape™ Series, SpectraFilm™ Series, Aleris ® Series, PWG™ Series, Therma-Probe ® Series, OmniMap ® RS-xxx Series, MicroSense ® product family, CAPRES product family. Chip Manufacturing: Chemistry Process Control Chemical process control equipment qualifies incoming supplies, manages tool inputs, adjusts chamber/bath conditions and monitors process waste. QualiSurf ® Series, Quali-Line Quanta ® Series, Quali-Line ® Prima ® Series, QualiLab Elite ® Series. Chip Manufacturing: In Situ Process Management Wired and wireless sensor wafers and reticles provide comprehensive data used to visualize, diagnose and control process conditions in the equipment used to manufacture chips and reticles. Additional wafer diagnostic solutions help troubleshoot and monitor materials handling to help detect and predict mechanical behaviors that may cause wafer damage. SensArray ® product family. 4 Table of Contents Wafer Manufacturing: Defect Inspection and Review, Metrology, and In Situ Process Management Wafer defect inspection, review and metrology systems are used to help wafer/substrate manufacturers manage quality throughout the wafer fabrication process by detecting defects, characterizing surface quality and assessing wafer geometry. Surfscan ® Series, eDR7380™ Series, eDRX™ Series, WaferSight™ Series, MicroSense ® wafer geometry product family, SensArray ® product family, Candela ® Series. Reticle Manufacturing: Defect Inspection, Metrology and In Situ Process Management Reticle inspection and metrology systems help reticle blank, patterned optical reticle, patterned EUV reticle, and chip manufacturers identify defects, pattern placement errors, and process issues during reticle manufacturing. In addition to reducing yield risk during production, these systems also support outgoing and incoming reticle quality control. Teron™ SL6xx Series, Teron™ 6xx Series, TeraScan™ 5xx Series, X5.x™ Series, FlashScan ® Series, LMS IPRO Series, SensArray ® product family. Packaging Manufacturing: Wafer Inspection and Metrology, Chemistry Process Control, In Situ Process Management 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, Micro-SR™, CIRCL™-AP, irArcher ® Series, PWG5™ with XT Option, eDR7380™, QualiSurf ® Series, Quali-Line ® Prima ® , Quali-Fill ® Libra ® Series, QualiLab Elite ® Series, SensArray ® product family. Semiconductor Software Solutions Software solutions centralize and analyze the data produced by inspection, metrology and process systems for chip, wafer, reticle and packaging manufacturing. These solutions provide run-time process control, defect excursion identification, process corrections and defect classification to accelerate yield learning rates and reduce production risk. Patterning simulation software allows researchers to evaluate advanced patterning technologies, such as EUV lithography and multiple patterning techniques. Klarity ® product family, 5D Analyzer ® , OVALiS, aiSIGHT™, Anchor product family, RDC, FabVision ® Series, ProDATA™, PROLITH™, I-PAT ®, SPOT ® . KLA Pro Systems: Certified and Remanufactured Products Inspection and metrology systems support the manufacture of larger design node chips and ≤200mm wafer manufacturing. Surfscan ® Series, 2835, 2367 Pro, ASET-F5x Pro, Archer™ Series. General Purpose/Lab Application Specialty Semiconductor Manufacturing, Benchtop Metrology, Surface Characterization, Material Strength Characterization and Electrical Property Measurement. HRP ® -260, Zeta™ Series, Tencor ® P Series, Nano Indenter ® G200X, Alpha-Step ® Series, Filmetrics ® F Series, Filmetrics ® R Series, iMicro, iNano ® , Filmetrics ® Profilm3D ® Series, NanoFlip. The Specialty Semiconductor Process segment develops and sells advanced vacuum deposition and etching process tools, which are used by a broad range of specialty semiconductor customers, including manufacturers of MEMS, RF communication chips and power semiconductors for automotive and industrial applications. The Specialty Semiconductor Process segment offers a variety of solutions and products, including: 5 Table of Contents Segment Technologies Products Specialty Semiconductor Process Specialty Semiconductor Manufacturing Etch, plasma dicing, deposition and other wafer processing technologies and solutions for the semiconductor and microelectronics industry. SPTS Omega ® Series, SPTS Sigma ® Series, SPTS Delta™ Series, SPTS Osprey ® Series, Primaxx ® Series, Xactix ® Series, SPTS Mosaic™ Series, MVD Series. The PCB and Component Inspection segment enables electronic device manufacturers to inspect, test and measure PCBs, IC substrates 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. The PCB and Component Inspection segment offers a variety of solutions and products, including: Segment Technologies Products PCB and Component Inspection PCB Direct imaging, inspection, optical shaping, inkjet and additive printing as well as computer-aided manufacturing and engineering solutions for the PCB and IC substrate market. Serena™, Orbotech Corus™ Series, Orbotech Infinitum™ Series, Orbotech Nuvogo™ Fine/ Nuvogo™ Series, Orbotech Diamond™ Series, Lumina™, Orbotech Ultra Dimension™ Series, Orbotech Ultra Fusion™/ Fusion™ Series, Orbotech Discovery™ II Series, Orbotech Precise™ Series, Orbotech Ultra PerFix™/ PerFix™ Series, Orbotech Neos™ Series, Orbotech Sprint™ Series, Orbotech Magna™ Series, Frontline product family. Component Inspection and metrology systems for quality control and yield improvement in advanced and traditional semiconductor packaging markets. ICOS™ F26x, ICOS™ Tx Series, Zeta™-5xx/6xx. Services Our service programs enable our customers in all business sectors to maintain the high performance and productivity of our products through a flexible array of service options. Whether a manufacturing site is producing wafers, reticles, ICs or PCB products, our highly trained service teams collaborate with customers to determine the best products and services to meet technology and business requirements. Backlog Our backlog, primarily consisting of sales orders where written customer requests have been received, decreased from $9.83 billion as of June 30, 2024, to $7.86 billion as of June 30, 2025, as many of our capacity constrained suppliers made new investments to meet our growing needs, enabling us to deliver products more quickly than in the pandemic and early post-pandemic periods. Lead-time expectations, particularly from our largest customers, reverted to historical levels from the elevated lead times driven by the post-pandemic induced supply chain disruptions, and demands from a large number of new fabs in Asia normalized following multiple years of strong deliveries. We expect to recognize approximately 71% to 76% of this amount as revenue in the next 12 months, 20% to 25% in the subsequent 12 months and the remainder thereafter, but this estimate is subject to constant change. The amount of backlog and timing of revenue recognition is driven by multiple variables, many of which are beyond our control, such as: changes in government regulations, the readiness of customer fabs, end market needs for capacity, changes in the estimated versus actual start time of customers’ projects, timing of delivery and installation dates and supply chain constraints. 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. Our backlog on any particular date does not provide meaningful information about the timing of future revenue recognition. Manufacturing, Raw Materials and Supplies We perform system design, assembly and testing in-house and utilize an outsourcing strategy to manufacture components and major subassemblies. Our in-house manufacturing activities consist primarily of assembling and testing components and subassemblies acquired from third-party vendors and integrating those subassemblies into our finished products. Our principal manufacturing activities occur in the U.S., Singapore, Israel, Germany, U. K., Italy and China. Our supply chain strategy incorporates considerations for ethical labor practices, responsible minerals sourcing, and Responsible Business Alliance and SEMI guidelines, and there are increasing regulatory expectations on the environmental, social and/or geographic provenance of materials or components that may at times require us to incorporate further such considerations to our supply chain strategy. 6 Table of Contents Some critical parts, components and subassemblies (collectively, “parts”) that we use are designed by us and manufactured by suppliers in accordance with our specifications, while other parts are standard commercial products. We use numerous vendors to supply parts and raw materials to manufacture and support our products. Although we make reasonable efforts to ensure that these parts and raw materials are available from multiple suppliers, this is not always possible. Certain parts and raw materials included in our systems may be obtained only from a single supplier or a limited group of suppliers. Through our business interruption planning, we endeavor to minimize the risk of production interruption by, among other things, monitoring the financial condition of suppliers of key parts and raw materials, providing financial support and incentives to encourage vendors to increase capacity when required, identifying (but not necessarily qualifying) possible alternative suppliers of such parts and materials, and ensuring adequate inventories of key parts and raw materials are available to maintain manufacturing schedules. Although we seek to reduce our dependence on sole and limited source suppliers, in some cases the partial or complete loss of certain of these sources, or disruptions within our suppliers’ often complex supply chains, could disrupt scheduled deliveries to customers, damage customer relationships and have a material adverse effect on our results of operations. Competition The worldwide market for technologically advanced process control, process-enabling and yield management solutions used by semiconductor and electronics manufacturers is highly competitive, with important competitive factors including system performance, ease of use, reliability, technical service and support, and overall cost of ownership. However, we believe that, while the competitive factors listed are important, the customers’ overriding requirement is for systems that easily and effectively incorporate automated capabilities into their existing development and manufacturing processes to enhance productivity, improve yields and reduce waste. To remain competitive, we use significant financial resources to offer a broad range of products, to maintain customer service and support centers worldwide, and to invest significantly in product R&D. In each of our product markets, we have many competitors, including companies such as Applied Materials, Inc., ASML Holding N.V., Hitachi High-Technologies Corporation, Onto Innovation, Inc. and Lasertec, Inc., some of which may have greater financial, research, engineering, manufacturing and marketing resources than we have. We expect our competitors to continue to improve the design and performance of their current products and to introduce new products with improved pricing and performance characteristics. We may also face future competition from new market entrants overseas or domestically. Our ability to compete in this area depends upon the continuation of favorable trading relationships between countries in the region and the U.S., and our continuing ability to maintain satisfactory relationships with leading semiconductor companies in the region. We maintain our market position by building long-term relationships with our customers to meet their dynamic needs, as well as anticipating future market demands and enabling our customers to accelerate adoption and production of new technologies, as discussed further in the “Industry” section of this Item 1. Management believes that we are well positioned in the market with our industry-leading portfolio of products and services. However, any loss of competitive position could negatively impact our prices, customer orders, revenue, gross margin and market share. Should this occur, it could negatively impact our operating results and financial condition. Patents and Other Proprietary Rights We protect our proprietary technology through reliance on a variety of IP laws, including patent, copyright and trade secret. We have filed and obtained a number of patents in the U.S. and abroad and intend to continue pursuing the legal protection of our technology through IP laws. As of June 30, 2025, we owned over 8,500 active patents in the U.S. and other countries and had over 3,500 U.S. and foreign patent applications pending. Our patents have various terms expiring through 2044. In addition, from time to time, we acquire license rights under U.S. and foreign patents and other proprietary rights of third parties, and we attempt to protect our trade secrets and other proprietary information through confidentiality and other agreements with our customers, suppliers, employees and consultants, and through other security measures. Although we consider patents and other IP significant to our business, no single patent, copyright or trade secret is essential to us as a whole or to any of our business segments. No assurance can be given that patents will be issued on any of our applications, that license assignments will be made as anticipated, or that our patents, licenses or other proprietary rights will be sufficiently broad to protect our technology. No assurance can be given that any patents issued to or licensed by us will not be challenged, invalidated or circumvented or that the rights granted thereunder will provide us with a competitive advantage. In addition, there can be no assurance that we will be able to protect our technology or that competitors will not be able to independently develop similar or functionally competitive technology. 7 Table of Contents Government Regulations We are subject to a variety of federal, state and local governmental laws and regulations worldwide, including, but not limited to, laws, rules and regulations related to anti-corruption, antitrust, data privacy requirements, employment, environmental, foreign exchange controls, health and safety requirements, immigration, import/export requirements, IP and tax. Compliance with these laws and regulations does not presently have a material effect on our capital expenditures, financial condition, results of operations or competitive position. Any failure to comply with laws and regulations 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 in the case of environmental contamination, and criminal and civil liabilities or other sanctions. Changes in environmental laws and regulations could require us to invest in potentially costly pollution control equipment, alter our manufacturing processes or use substitute materials. Our failure to comply with laws, rules and regulations could subject us to future liabilities. The recent imposition of tariffs by the U.S. government (“U.S. Tariffs”), along with countermeasures taken by foreign countries, have had an adverse impact on our results of operations, although the impact was not material in fiscal year 2025. There is uncertainty around the ultimate duration, size and substance of the tariffs, including reciprocal actions against the U.S. by other countries. For information about risks related to government regulations, see Item 1A “Risk Factors” in this Annual Report on Form 10-K. Environmental, Social and Governance Initiatives KLA strives to proactively manage and address the ESG topics most important to our stakeholders. Guided by our values, we have integrated ESG considerations into many of our business practices and policies, and work together with our customers, peers, partners and suppliers to promote improvement in human rights, labor, environment, health and safety, anti-corruption, ethics and management system standards within our operations and our supply chain. Our ESG initiatives are another way KLA seeks to deliver long-term value for our stockholders and draw on our core values. We work across our global footprint to shape a more sustainable future in collaboration with our customers and suppliers. As part of our drive to be better, we have science-based targets to reduce emissions which were validated in 2024 by the Science Based Target Initiative (“SBTi”). Our targets include using 100% renewable electricity across our global operations by 2030, reducing our Scope 1 and 2 emissions by 50% by 2030 and achieving net zero Scope 1 and 2 emissions by 2050. These targets covering Scope 1 and 2 emissions utilize a 2021 baseline. In January 2025, we entered into a long-term virtual power purchase agreement to purchase a portion of the output generated from a solar energy project for a fixed price. As part of this agreement, we will also receive renewable energy credits commensurate with the power we acquire. These credits allow us to characterize a commensurate portion of our energy usage as deriving from renewable energy, helping to reduce our Scope 2 greenhouse gas (“GHG”) emissions, and accelerating the progress towards our targets mentioned above. This agreement had no material impact on our results of operations, financial condition or cash flows during the year ended June 30, 2025. We understand that sustainability is a shared endeavor across the value chain and broader economy. Beginning in 2023, KLA engages directly with key supply chain partners (as defined by their share of our purchased goods and services emissions) to reduce their contribution to our Scope 3 footprint, align on common goals and enhance overall transparency. Our company-wide Environmental Management Policy underscores complying with applicable environmental laws and standards across company locations globally. In 2023, we established a global waste and water policy to guide our efforts in these spaces as well. KLA recognizes the importance of 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 continue to monitor various risks, including climate-related and other ESG-related risks, even if some are not currently expected to have a material impact on KLA’s business or financial condition for assessed time horizons. For more information on ESG, see KLA’s 2023 Global Impact Report on our website; however, this citation is provided solely for informational purposes and the content of KLA’s 2023 Global Impact Report is expressly not incorporated by reference into this filing. We include details in our 2023 Global Impact Report and other similar disclosures that are not included in this Form 10-K because we seek to be responsive to various areas of interest of our stakeholders; however, such information generally does not, and is not expected to, have a material effect on our capital expenditures, financial condition, results of operations or competitive position. In addition, no assurance can be given that our ESG initiatives will have the intended results or be able to be completed as currently envisioned, whether due to cost, feasibility or other constraints. Our 8 Table of Contents 2024 Global Impact Report is expected to be published in the first quarter of fiscal 2026 and, for the avoidance of doubt, is also not incorporated by reference into this filing. Human Capital Management At KLA, our success is driven by the unique tapestry of backgrounds and experiences that all employees bring to the table. We recognize that our competitive advantage is our people and the technology they develop. We believe it is critical to anticipate, attract, grow and inspire talent that exhibits our core values. As talent and retention continue to be a challenging issue for many companies, we strive to work proactively to address these concerns. We also aim to support employees’ personal and professional growth. Our talent development programs focus on developing the whole person through comprehensive training offerings, employee engagement programs and health and wellness activities. We work to lead through exceptional training programs and professional development while providing our employees with a safe, secure and healthy environment that enables them to thrive and feel included and empowered. Our Core Values At KLA, our core values – demonstrating perseverance; striving to be better; being honest, forthright, and consistent; building high-performing teams; and being indispensable to our customers – serve as a foundation for our relationships with employees, customers, suppliers, and other stakeholders and reflect a commitment to ethical business practices and corporate citizenship in the places where we do business. Our Workforce As of June 30, 2025, we had approximately 15,000 regular full-time employees and approximately 200 part-time and temporary employees in facilities located in 18 major regions. Approximately 32% of our regular full-time employees are located in the U.S., 19% in Europe and Middle Eastern countries and 49% in Asia, with approximately 20% engaged in manufacturing, 27% in R&D, 28% in customer service, 5% in sales and marketing and 20% in other roles. None of our employees are represented by a labor union; however, there is a trade union delegation for our employees in Belgium and our employees in the German operations of our MIE and Laser Imaging Systems business units are represented by employee works councils. We have not experienced work stoppages and believe that our employee relations are good. In fiscal year 2025, our overall employee voluntary turnover rate was under 3.8%. Compensation and Benefits At KLA, our talent is the heartbeat of our organization. We value our employees as individuals and aim to recognize and support their needs so they can bring their best selves to work every day. We engage with our employees about what they need to be successful in and beyond the workplace. We conduct an annual compensation review to ensure our total compensation is competitive and fair relative to our peers and internal standards. We link a significant portion of compensation to Company and business unit performance. A broad base of our employees is eligible for our long-term benefit program, to share in our success, through restricted stock units (“RSU”) and an Employee Stock Purchase Plan (“ESPP”). We also provide incentive bonus or profit sharing to employees. In addition to providing our employees with competitive compensation packages, we provide a range of benefits to support employee well-being. Our benefits are designed to meet the needs of employees and their families and may include leave programs (e.g., paid time off, parental leave and bereavement leave), health coverage, income replacement programs, retirement savings schemes and access to employee assistance and work-life programs, based on local needs and practices. In several regions, we offer programs and opportunities to employees to help improve their health and well-being. KLA’s virtual and in-person well-being course offerings encompass physical, financial, and mental health. Inclusion for All We believe inclusion is everybody’s job, and that making it a reality requires not just policies but also conscious, considerate individual actions, multiplied daily across the organization. Through our ongoing Inclusion for All initiative, we aim to create a sense of belonging that weaves throughout KLA, embracing each individual’s backgrounds and experiences, celebrating everyone’s perspectives and knitting together teams that drive corporate and personal success. Learning and Development We offer our employees opportunities to advance their careers at KLA. We emphasize stretch assignments, on-the-job development, as well as classroom and online training. Our employees have access to a wide range of programs, workshops, 9 Table of Contents classes and resources to help them excel in their careers and share what they know with others. Our performance management process includes performance feedback against goals and a review of key competencies that are needed to be successful at KLA and career development discussions. We emphasize frequent one-on-one meetings between managers and employees and regular coaching and feedback sessions. Through coaching and mentorship programs, our employees are inspired to push the boundaries of their comfort zones and seek creative solutions. If our employees pursue external learning opportunities and education, we have tuition reimbursement programs that support that too. Through our partnerships with Stanford University and the University of Michigan, employees can pursue advanced degrees in engineering that are customized for KLA, and the skills and competencies required to support our customers. We also offer a competitive student loan reimbursement program in the U.S. We have a robust succession planning process especially targeted at director level positions and above. Additionally, our Values in Action training, also targeted at the director level and above, provides further guidance on our values, business ethics and our focus on Inclusion For All. Most of our employees are also required to take annual training courses and regular certifications related to their work, including those pertaining to the environment, data privacy and workplace health and safety. Employee Engagement We conduct regular employee surveys to check in with our global workforce and obtain input on several topics. The feedback we receive from these surveys helps us assess employee sentiment, identify areas of improvement and guides our decision-making as it relates to people management. We created action plans and involved our workforce in developing potential solutions to address these top concerns. We created initiatives including global manager communications, individual and team coaching and a training course titled “Engaging with Engagement” to enable continuous improvement in employee engagement. In addition, our executives conduct regular quarterly webcasts that enable all employees to engage with senior leaders and ask questions in an open Q&A session. Employee Health and Safety The health and safety of our employees is paramount to our success. We are committed to providing a safe and healthy workplace for all employees. We accomplish this through promoting strict compliance with applicable laws and regulations regarding workplace safety, including recognition and control of workplace hazards, tracking injury and illness rates, utilizing a global travel health program and maintaining detailed emergency and disaster recovery plans. Our goal is always zero accidents across our facilities, and to achieve that, we conduct proactive risk assessments and audits to constantly improve our efforts. We implemented a global standard for our incidents to promote consistency across our regions, and continually outperform industry averages for injury rates. We made a commitment to globalize our ISO 45001 (the internationally recognized standard for Occupational Health & Safety Management Systems) certification and expand our ISO 14001 (the internationally recognized standard for Environmental Management Systems) certification beyond our larger sites. In calendar-year 2024, we achieved the certification for ISO 14001 and ISO 45001 across our main production and R&D facilities. As of calendar year-end 2024, our sites in Singapore; Newport, Wales; Milpitas, California; Ann Arbor, Michigan; Weilburg, Germany; and our two Israel locations in Migdal HaEmek and Yavne are certified to ISO 14001 and ISO 45001. We are focused on reducing safety risks across business units and at corporate sites worldwide. We revised our approach to risk assessments to “risk rank” our own operations. We are utilizing this system not only to measure our own performance, but also to help improve the performance of our supply chain and customers. All new hires are required to complete a health and safety training program. In addition, our service technicians are required to achieve and maintain role-specific safety training certifications. Our excellent safety record, which is less than half of the semiconductor industry average, is a tribute to our employees’ efforts, the breadth and depth of our training programs and our dedication to safety policy management. For more information on Human Capital, see KLA’s 2023 Global Impact Report on our website; however, this citation is provided solely for informational purposes, and the content of KLA’s 2023 Global Impact Report is expressly not incorporated by reference into this filing. ITEM 1A. RISK FACTORS A description of factors that could materially affect our business, financial condition or operating results is provided below. 10 Table of Contents Risk Factors Summary The following summarizes the most material risks that make an investment in our securities risky or speculative. If any of the following risks occur or persist, our business, financial condition and results of operations could be materially harmed and the price of our common stock could significantly decline. Commercial, Operational, Financial and Regulatory Risks • Our vulnerability to a weakening in the condition of the financial markets and the global economy; • Risks related to our international operations; • Laws, rules, regulations or other orders that may limit our ability to sell our products or provide service on products previously sold to certain customers; • Tariffs and other trade restrictions; • IP disputes can be expensive and could result in an inability to sell our products in certain jurisdictions; • Differing stakeholder expectations, requirements and attention to ESG matters, including any targets or other ESG initiatives, could result in additional costs or risks or adversely impact our business; • We may be unable to attract, onboard and retain key personnel; • Reliance on third-party service providers could result in disruptions if such third parties cannot perform services for us in a timely manner; • Cybersecurity incidents could result in the loss of valuable information or assets or subject us to costly disruption, remediation, regulatory investigations, litigation and reputational damage; • We may face disruptions if we cannot access critical information in a timely manner due to system failures; • We may not find suitable acquisition candidates or fail to successfully integrate our acquisitions; • Natural disasters, such as earthquakes, public health crises, acts of terrorism or war or other catastrophic events, and the lack of insurance thereof, could significantly disrupt our operations, including affecting the global supply chain, for lengthy periods of time; • We are exposed to fluctuations in foreign currency exchange rates, interest rates and the market values of our portfolio investments; • We are subject to tax and regulatory compliance audits; • Economic, political or other conditions in the jurisdictions where we earn profits can impact the tax laws and taxes we pay in those jurisdictions, subsequently impacting our effective tax rate, cash flows and results of operations; • Increased compliance costs with federal securities laws, rules, and regulations, as well as NASDAQ requirements; and • Changes in accounting pronouncements and laws could have unforeseen effects. Industry Risks • We may not be able to keep pace with trends and technological changes in the industries in which we operate; • We have a highly concentrated customer base; • Prevailing local and global economic conditions may negatively affect the purchasing decisions of our customers; and • We are exposed to risks related to the use of AI by us and our competitors. Business Model and Capital Structure Risks • We may not be able to maintain our technology advantage or protect our proprietary rights; • We may not be able to compete with new products introduced by our competitors; • We may not receive components necessary to build our products in a timely manner; • We may fail to operate our business in a manner consistent with our business plan; • We may fail to comply with the covenants in our Revolving Credit Facility (defined below) and Senior Notes (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 due, and our leveraged capital structure may divert resources from operations and other corporate uses; • We may not be able to declare cash dividends at all or in any particular amounts; • Risks related to our commercial terms and conditions, including our indemnification of third parties, as well as the performance of our products; 11 Table of Contents • Our government funding for R&D is subject to termination, audit and any further penalties; • We may incur significant restructuring charges or other asset impairment charges or inventory write-offs; • We are subject to risks related to receivables factoring arrangements, and compliance risk of certain settlement agreements with the government; and • Our Amended and Restated Bylaws (“Bylaws”) designate the Court of Chancery of the State of Delaware as the sole forum for certain actions, which may discourage claims against the Company. For a more complete discussion of the material risks facing our business, see below. Commercial, Operational, Financial and Regulatory Risks We are exposed to risks associated with a weakening in the condition of the financial markets and the global economy. Demand for our products is ultimately driven by the global demand for electronic devices by consumers and businesses. Economic uncertainty frequently leads to reduced consumer and business spending, and can cause our customers to decrease, cancel or delay their equipment and service orders. The tightening of credit markets, rising interest rates and concerns regarding the availability of credit can make it more difficult for our customers to raise capital, whether debt or equity, to finance their purchases of capital equipment, including the products we sell. Reduced demand, combined with delays in our customers’ ability to obtain financing (or the unavailability of such financing), has, at times in the past, adversely affected our product and service sales and revenues 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. In addition, a decline in the condition of the global financial markets could adversely impact the market values or liquidity of our investments. Our investment portfolio includes corporate and government securities, money market funds and other types of debt and equity investments. Although we believe our portfolio continues to be comprised of sound investments due to the quality and (where applicable) credit ratings of such investments, a decline in the capital and financial markets or rising interest rates would adversely impact the market value of our investments and their liquidity. If the market value of such investments were to decline, or if we were to have to sell some of our investments under illiquid market conditions, we may be required to recognize an impairment charge on such investments or a loss on such sales, either of which could have an adverse effect on our financial condition and operating results. If we are unable to timely and appropriately adapt to changes resulting from difficult macroeconomic conditions, our business, financial condition or results of operations may be materially and 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 are exposed to numerous risks as a result of the international nature of our business and operations. We expect these conditions to continue in the foreseeable future. Managing global operations and sites located throughout the world presents a number of challenges, including, but not limited to: • Global trade issues and changes in and uncertainties with respect to trade policies, including the ability to obtain required import and export licenses, trade sanctions, tariffs and international trade disputes; • Political and social attitudes, laws, rules, regulations and policies within countries that favor domestic companies over non-domestic companies, including customer- or government-supported efforts to promote the development and growth of local competitors; • Ineffective or inadequate legal protection of IP rights in certain countries; • Managing cultural diversity and organizational alignment; • Exposure to the unique characteristics of each region in the global market, which can cause capital equipment investment patterns to vary significantly from period to period; • Periodic local or international economic downturns; • Potential adverse tax consequences, including withholding tax rules that may limit the repatriation of our earnings, and higher effective income tax rates in foreign countries where we do business; • Compliance with customs regulations in the countries in which we do business; • Existing and potentially new tariffs or other trade restrictions and barriers (including those applied to our products, spare parts and services, or to parts and supplies that we purchase); 12 Table of Contents • Political instability, geopolitical tensions, natural disasters, legal or regulatory changes, acts of war such as the wars between Russia and Ukraine and the military conflicts in the Middle East and further escalation thereof, or terrorism in regions where we, our customers or our suppliers have operations or where we or they do business; • Rising inflation and fluctuations in interest and currency exchange rates may adversely impact our ability to compete on price with local providers or the value of revenues we generate from our international business. Although we attempt to manage some of our near-term currency risks through the use of hedging instruments, there can be no assurance that such efforts will be adequate; • Slowing growth, increased unemployment changes in fiscal and/or monetary policies in the countries where we operate; • Our ability to receive prepayments for certain of our products and services sold in certain jurisdictions. These prepayments increase our cash flows for the quarter in which they are received. If our practice of requiring prepayments in those jurisdictions changes or deteriorates, our cash flows would be harmed; • 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; • Longer payment cycles and difficulties in collecting accounts receivable outside of the U.S.; • Difficulties in managing foreign distributors (including monitoring and ensuring our distributors’ compliance with applicable laws); and • Inadequate protection or enforcement of our IP and other legal rights in foreign jurisdictions. Any of the factors above could have a significant negative impact on our business and results of operations. Over the past several years, there have been a variety of rules and regulations issued by Commerce 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 Commerce), 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, and other facilities in China where the production of advanced node IC occurs. In October 2022, Commerce published the 2022 BIS Rules (the “2022 BIS Rules”) that introduced 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 2022 BIS Rules impose 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 Commerce’s typical practice of controlling items that are subject to the EAR, and could further restrict our ability to conduct business in China. In October 2023, Commerce issued the 2023 BIS Rules (the “2023 BIS Rules”) designed to update export controls on advanced computing semiconductors and semiconductor manufacturing equipment, as well as items that support supercomputing applications and end-uses, to certain D1, D4 and/or D5 countries in Supplement No. 1 of Part 740 of the U.S. EAR, including China. The 2023 BIS Rules adjust the parameters included in the 2022 BIS Rules that determine whether an advanced computing chip is restricted and impose new measures to address risks of circumvention of the controls established by the 2022 BIS Rules. In December 2024 and January 2025, Commerce again issued incremental 2024 BIS Rules and 2025 BIS Rules, adding even more companies to the U.S. Entity List and revising the definition of advanced DRAM, further restricting our ability to provide certain items and services to facilities in China producing advanced DRAM ICs. Commerce may continue to add China-based entities to the U.S. Entity List and impose other end use or end user export restrictions, which could disrupt or prevent our product shipment, and further disrupt our revenue recognition, business operations and our ability to support our customers in China. 13 Table of Contents These rules and regulations may significantly harm our business unless we are able to obtain required licenses. We will continue to apply 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, now or in the future, will be granted. To the extent Commerce 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 disrupting our supply chain and product shipment, impairing our ability to complete product development in a timely manner, or our ability to support existing customers of covered products or supply customers of covered products outside the impacted regions, and requiring us to transition certain operations out of one or more of the identified countries. Failure to obtain export licenses have harmed and could continue to harm our backlog, 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. In addition, the U.S. export restrictions on semiconductors and semiconductor technology to China and Chinese customers may reduce the need for our products and make it easier for our China-based competitors to develop and sell their own products and take market share from us. 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 an export license has been obtained or is not required. Our revenue from sales of products and provision of services to customers in China was 33%, 43% and 27% for fiscal years 2025, 2024 and 2023, respectively, and future revenue from China as a percentage of our overall revenue may decline as a result of the current and future Commerce rules and regulations. 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, increase 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. Recently announced and future U.S. tariffs or other restrictions placed on imports, retaliatory trade measures taken by other countries and resulting trade wars may have a material adverse impact on our results of operations. In 2025, the U.S. implemented a number of tariffs on goods imported into the U.S., on a country and industry-specific basis (including aluminum, copper and steel). While some of the U.S. Tariffs have been paused, certain U.S. Tariffs are currently in effect, including a base tariff on nearly all imports into the U.S., certain reciprocal tariffs by country, and certain sectoral tariffs on copper, aluminum and steel, among others. In retaliation to the tariffs imposed on U.S. imports, a number of other countries announced reciprocal tariffs on goods imported from the U.S. While most countries paused their reciprocal tariffs on U.S. imported goods, those reciprocal tariffs could be reinstated at any time. Tariffs imposed by the U.S. on goods imported into the U.S. and tariffs imposed by other countries on U.S. goods imported into those countries may continue to evolve. In April 2025, Commerce announced the initiation of investigations into the effects on U.S. national security of imports of semiconductors under Section 232 of the Trade Expansion Act of 1962. The scope of the investigations include semiconductors, semiconductor manufacturing equipment and their derivative products including semiconductor substrates and bare wafers, legacy chips, leading-edge chips, microelectronics and other components. While the results of the investigations are currently unknown, they may result in additional tariffs and trade restrictions which may adversely impact our business. The U.S. Tariffs have increased our cost of revenues due to the increase in the cost of importing foreign sourced components to our U.S. facilities to build the products that we manufacture in the U.S. Tariffs imposed on U.S. goods by other countries may harm demand for our products from customers in those regions, or may cause our customers in those regions to push out or cancel previously placed purchase orders. In addition, we have had to return deposits given to us by our customers upon cancellation of their purchase orders. Moreover, tariffs can make it difficult for us and our customers and suppliers to 14 Table of Contents make and execute business and capital equipment investment plans or increase supply chain complexity, which may have an impact on our ability to source the materials necessary to manufacture our products. Our efforts to address these risks, such as through operational adjustments and pricing strategies, may not be successful. Such efforts may need time to take effect and may have an adverse impact on our results of operations. Unless rescinded or exemptions apply, tariffs and any escalations in the trade war could significantly harm our business, financial condition and results of operations. We might be involved in claims or disputes related to 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 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 IP claims made against such customers by third parties. With respect to 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 will be granted or, if granted, will be on acceptable terms or that costly litigation or other administrative proceedings will not occur. The inability to obtain necessary licenses or other rights on reasonable terms could seriously harm our results of operations and financial condition. 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 IP or confidential information. Legal proceedings and claims, regardless of their merit, and associated internal investigations with respect to 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. There can be no assurance regarding the outcome of future legal proceedings, claims or investigations. The instigation of legal proceedings or claims, our inability to favorably resolve or settle such proceedings or claims, or the determination of any adverse findings against us or any of our employees in connection with such proceedings or claims could materially and adversely affect our business, financial condition and results of operations, as well as our business reputation. We are exposed to various risks related to the legal, regulatory and tax environments in which we perform our operations and conduct our business. We are subject to various risks related to compliance with laws, rules and regulations enacted by legislative bodies and/or regulatory agencies in the countries in which we operate and with which we must comply, including environmental, safety, antitrust, anti-corruption/anti-bribery, unclaimed property, conflict minerals and other responsible sourcing practices, economic sanctions and export control regulations. We have policies and procedures designed to promote compliance with applicable laws, but there can be no assurance our policies and procedures will prove completely effective in ensuring compliance by all our personnel, business partners and representatives, for whose misconduct we may under some circumstances be legally responsible. Our failure or inability to comply with existing or future laws, rules or regulations in the countries in which we operate could result in government investigations and/or enforcement actions, which could result in significant financial cost (including investigation expenses, defense costs, assessments and criminal or civil penalties), reputational harm and other consequences that may adversely affect our operating results, financial condition and ability to conduct our business. For instance, in response to the war between Russia and Ukraine, the U.S., European Union and other countries have imposed sanctions against Russia, Belarus and certain other regions, entities and individuals, and may impose additional sanctions, export controls or other measures. The imposition of sanctions, export controls and other measures could adversely impact our business including preventing us from performing existing contracts, recognizing revenue, pursuing new business opportunities or receiving payment for products already supplied or services already performed with customers. Additionally, we are subject to various domestic and international environmental laws and regulations, including those that control and restrict the use, transportation, emission, discharge, storage, and disposal of certain chemicals, gases and other substances. Current and proposed restrictions on per- and polyfluoroalkyl substances (“PFAS”) may negatively impact our supply chain due to potentially decreased availability, or non-availability, of PFAS-containing products or commercially feasible alternatives. 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. Some of these laws impose strict liability for certain releases, which may require us to incur costs regardless of fault or the legality of 15 Table of Contents actions at the time of release. In addition, changes in environmental laws and regulations (including any relating to climate change and GHG emissions) could require us, or others in our value chain, to install additional equipment, alter operations to incorporate new technologies or processes, or revise process inputs, among other things, which may cause us to incur significant costs or otherwise adversely impact our business performance. Various agencies and governmental bodies have expressed particular interest in promulgating rules relating to climate change or other sustainability matters. For example, policymakers in the European Union, the State of California and elsewhere have adopted, or are considering adopting, various legal requirements on disclosures or other actions on certain climate or other sustainability matters. We also face increasing complexity in our manufacturing, product design and procurement operations as we adjust to new and prospective requirements relating to the composition of our products, including restrictions on lead and other substances and requirements to track the sources, production methods, or provenance of certain metals and other materials. The cost of complying, or 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. From time to time, we may receive inquiries, subpoenas, investigative demands or audit notices from governmental or regulatory bodies, or we may make voluntary disclosures, related to legal, regulatory or tax compliance matters, and these matters may result in significant financial cost (including investigation expenses, defense costs, assessments and criminal or civil penalties), reputational harm and other consequences that could materially and adversely affect our operating results and financial condition. In addition, we may be subject to new or amended laws, including laws that conflict with other applicable laws, which may impose compliance challenges and create the risk of non-compliance. In addition, we may from time to time be involved in legal proceedings or claims regarding employment, immigration, contracts, product performance, product liability, antitrust, ESG, IP, export controls, cybersecurity and data privacy, tax, securities, unfair competition and other matters. These legal proceedings and claims, regardless of their merit, may be time-consuming and expensive to prosecute or defend, divert management’s attention and resources, and/or inhibit our ability to sell our products. There can be no assurance regarding the outcome of current or future legal proceedings or claims, which could adversely affect our operating results, financial condition and ability to operate our business. Differing expectations, requirements and attention to ESG matters from our stakeholders, including any targets or other ESG initiatives, could result in additional costs or risks or adversely impact our business. Certain investors, capital providers, shareholder advocacy groups, other market participants, customers and other stakeholder groups have focused on companies’ ESG initiatives, including those regarding climate change, human rights and inclusion and diversity, among others. This has increased, and may in the future continue to increase, certain of our compliance and disclosure costs, and may also result in further impacts on our business, financial condition or results of operations, including changes in demand for certain types of products. From time to time, we create and publish voluntary disclosures regarding ESG matters. Identification, assessment and disclosure of such matters is complex. Many of the statements in such voluntary disclosures are based on our expectations and assumptions, which may require substantial discretion and forecasts about costs and future circumstances. Additionally, expectations regarding companies’ management of ESG matters continues to evolve rapidly, in many instances due to factors that are out of our control. Although we have engaged, and expect to continue to engage, in certain voluntary ESG initiatives, to improve the ESG profile of our operations and product offerings, we cannot guarantee that such efforts will have the intended results, including whether we are able to measure and disclose related data of sufficient quality or timeliness or in accordance with particular methodological practices. For example, we have adopted certain GHG emissions reduction targets for Scope 1, 2 and 3 emissions. Although several of these goals have been validated by SBTi, our estimates concerning the timing and cost of implementing our goals are subject to risks and uncertainties, some of which are outside of our control. In addition, standards for calculating and disclosing emissions and other sustainability metrics continue to evolve, which can result in inconsistencies or other changes to data over time, revisions to our strategies and targets, or our ability to achieve them, subjecting us to additional scrutiny. Standards for ESG metrics and reporting continue to evolve due to a variety of factors, and our disclosures are expected to evolve as well, whether in response to regulatory requirements or otherwise; however, we cannot guarantee that our approach will align with any particular methodology or stakeholder expectations. Any failure, or perceived failure, to disclose in keeping with best practices, regulations, or other stakeholder expectations or to successfully achieve our voluntary goals, or the manner in which we achieve some or any portion of our goals, could adversely impact our reputation or, to the extent related to our sustainability-linked capital sources, financial condition and results of operations. Our ESG efforts have included, and may in the future include further adoption, or expansion, of certain ESG practices or policies, which may require us to expend additional resources to implement or to forego certain business opportunities to the extent others in our value chain do not meet pertinent requirements of such policies. By contrast, any failure, or perceived 16 Table of Contents failure, to conform to such policies could have an adverse impact on our reputation and business activities. Our performance may be subject to greater scrutiny as a result of our announcement of any goals or policies and the publication of our performance against the same. Stakeholders may have different, and at times conflicting, expectations. While some external sources may seek to pressure us to adopt additional or more aggressive ESG initiatives, there are simultaneous efforts by others to reduce companies' efforts on such matters. Such proponents and opponents of ESG matters are increasingly resorting to activism or litigation to advance their perspectives. In addition, as noted above, regulators, including European Union and State of California, have adopted, or are considering adopting, regulations regarding ESG matters, including, but not limited to, climate change-related matters. Such regulatory approaches are not uniform, which may increase the cost and complexity of compliance. Addressing stakeholder expectations, including regulations, entails costs and any failure to successfully navigate such expectations may result in reputational harm, loss of customers or contracts, potential regulatory or investor engagement, or other adverse impacts to our business. Such ESG matters also impact at least certain of our suppliers and customers, which may compound or cause new impacts on our business, financial condition or results of operations. We depend on key personnel to manage our business effectively, and if we are unable to attract, retain and motivate our key employees, our sales and product development could be harmed. Our employees are vital to our success, and our key management, engineering and other employees are difficult to replace. We generally do not have employment contracts with our key employees. Further, we do not maintain key person life insurance for any of our employees. The expansion of high technology companies worldwide and the elevated demand for talent from the growth in the demand for semiconductors in recent years has increased demand and competition for qualified personnel. Competition for engineering and other technical personnel in many areas of the world in which we operate is especially intense due to the proliferation of technology companies worldwide. Our competitors have targeted individuals in our organization who have desired skills and experience. In addition, current or future immigration laws, policies or regulations may limit our ability to attract, hire and retain qualified personnel. If we are unable to attract, onboard and retain key personnel, or if we are not able to attract, assimilate, onboard and retain additional highly qualified employees to meet our current and future needs, our business and operations could be harmed. We outsource a number of services to third-party service providers, which decreases our control over the performance of these functions. Disruptions or delays at our third-party service providers could adversely impact our operations. We outsource a number of services, including our transportation, information systems management and logistics management of spare parts and certain accounting and procurement functions, among others, to domestic and overseas third-party service providers. While outsourcing arrangements may lower our cost of operations, they also reduce our direct control over the services rendered. It is uncertain what effect such diminished control will have on the quality or quantity of products delivered or services rendered, on our ability to quickly respond to changing market conditions, or on our ability to ensure compliance with all applicable domestic and foreign laws and regulations. In addition, many of these outsourced service providers, including certain hosted software applications that we use for confidential data storage, may employ cloud computing technology and other systems. These providers may be susceptible to “cyber incidents,” such as software vulnerabilities, cyber-attacks aimed at theft of sensitive data, inadvertent cyber-security compromises, 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 maintain operational resilience or fail to protect our data from cyber-related security breaches, or if there are delays or difficulties in enhancing business 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. We depend on information technology for our business and are exposed to risks related to cybersecurity threats and cyber incidents affecting our, our customers ’ , suppliers ’ and other service providers ’ systems and networks. In the conduct of our business, we and certain of our third-party providers collect, use, transmit and store data on information systems and networks, including systems, software, hardware and networks owned and maintained by KLA and/or by third-party providers (collectively, “IT Systems”). This data includes confidential information, transactional information and IP belonging to us, our customers and our business partners, as well as personal information of individuals (collectively, “Confidential Information”). We also integrate and use certain third-party services and products, including software, in our IT Systems, and such third-party products, services and systems are beyond our control. We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Systems and Confidential Information, including from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists, as well as diverse attack vectors, such as computer viruses, bugs, ransomware and other malware, technological errors and known and 17 Table of Contents unknown vulnerabilities in our software and systems and those of third parties, cyber-related security breaches and similar disruptions from unauthorized intrusions, tampering, misuse or criminal acts made directly against our systems or networks, or through our third-party providers or the supply chain, including social engineering, phishing, or other events or developments that we may be unable to anticipate or fail to mitigate, including, but not limited to, financial fraud, including check fraud, vulnerabilities or misconfigurations in our IT Systems. In addition, insider actors, malicious or otherwise, could misappropriate our Confidential Information, compromise our IT Systems, tamper with our products or otherwise cause disruptions to our business operations. Moreover, we have acquired and continue to acquire companies with cybersecurity vulnerabilities and/or unsophisticated security measures, which may expose us to significant cybersecurity, operational and financial risks. Remote and hybrid working arrangements at our company (and at many third-party providers) also increase cybersecurity risks due to the challenges associated with managing remote computing assets and security vulnerabilities that are present in many non-corporate and home networks. We and our third-party providers regularly experience cyber-attacks and events and on occasion incidents involving unauthorized access to IT Systems and Confidential Information and, although no such attacks, events or incidents have materially impacted our operations or financial results to date, there can be no assurance that such attacks, events or incidents will not be material to KLA in the future. Because the techniques used to perpetrate cyberattacks and other security incidents change frequently and increasingly leverage technologies such as AI, cyber-attacks may not be recognized until launched against a target and are increasingly designed to circumvent controls, avoid detection and remove or obfuscate forensic artifacts. As such, we may be unable to anticipate these techniques, implement adequate preventative measures, or adequately identify, investigate and recover from cybersecurity incidents. There can also be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our IT Systems and Confidential Information. We strive to prioritize the remediation of identified security vulnerabilities based on known and anticipated risks, and we aim to patch vulnerabilities within reasonable timeframes. However, we are unable to comprehensively identify all vulnerabilities (particularly as related to third-party software and systems), apply patches or confirm that mitigating measures are in place, or ensure that any patches will be applied by us or our third parties before exploitation by a threat actor. If attackers are able to exploit vulnerabilities before patches are installed or mitigating measures are implemented, significant compromises could impact our IT Systems and Confidential Information. Moreover, AI may be used to generate cyberattacks as AI capabilities improve and are increasingly adopted. These attacks crafted with AI tools could directly attack our IT Systems or Confidential Information 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 us, our customers or business partners incorporating AI into our respective businesses, for example, introducing malicious code by incorporating AI generated source code. Any impact to the availability, integrity or confidentiality of our IT Systems of Confidential Information can materially adversely impact our business, operations and financial condition 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; misappropriation of funds and Company assets; reduced value of our investments in research, development and engineering; litigation (including class action lawsuits) 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 IT Systems or restore our Confidential Information; and increased cybersecurity protection and remediation costs. Cybersecurity incidents affecting our customers could result in substantial delays in our ability to ship to those customers or install our products, which could result in delays in revenue recognition or the cancellation of orders, and cybersecurity incidents affecting our suppliers could result in substantial delays in our ability to obtain necessary components for our products from those suppliers, which could hamper our ability to ship our products to our customers and service them, harming our results of operations. 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. Similar events could cause disruptions in the future. We carry insurance that provides limited protection against the potential losses arising from a cybersecurity incident, but it will not likely cover all such losses, and the losses it does not cover may be significant. We rely upon certain critical information systems for our daily business operations. Our inability to use or access our information systems at critical points in time could unfavorably impact our business operations. Our global operations are dependent upon certain information systems, including telecommunications, the internet, our corporate intranet, network communications, email and various computer hardware and software applications. System failures or malfunctions, such as difficulties with our customer and supplier relationship management systems, could disrupt our operations and our ability to timely and accurately process and report key components of our financial results. Our enterprise resource planning (“ERP”) system is integral to our ability to accurately and efficiently maintain our books and records, record transactions, provide critical information to our management, and prepare our financial statements. Any disruptions or 18 Table of Contents 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 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 controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002. Any of these events could have an adverse effect on our business, operating results and financial condition. Acquisitions are an important element of our strategy but, because of the uncertainties involved, we may not find suitable acquisition candidates and we may not be able to successfully integrate and manage acquired businesses. We are also exposed to risks in connection with strategic alliances or collaborative arrangements. In addition to our efforts to develop new technologies from internal sources, part of our growth strategy is to pursue acquisitions and acquire new technologies from external sources. We may also enter into definitive agreements for and consummate acquisitions of, or significant investments in, businesses with complementary products, services and/or technologies. There can be no assurance that we will find suitable acquisition candidates, that we can close such acquisitions or that acquisitions we complete will be successful. In addition, we may use equity to finance future acquisitions, which would increase our number of shares outstanding and be dilutive to current stockholders. If we are unable to successfully integrate and manage acquired businesses, if the costs associated with integrating the acquired businesses exceeds our expectations, or if acquired businesses perform poorly, then our business and financial results may suffer. It is possible that the businesses we have acquired, as well as businesses we may acquire in the future, may perform worse than expected or prove to be more difficult to integrate and manage than anticipated. In addition, we may face other risks associated with acquisition transactions that may lead to a material adverse effect on our business and financial results, including: • We may have to devote unanticipated financial and management resources to acquired businesses; • The combination of businesses may result in the loss of key personnel or an interruption of, or loss of momentum in, the activities of our Company and/or the acquired business; • We may not be able to realize expected operating efficiencies or product integration benefits from our acquisitions; • We may experience challenges in entering into new market segments for which we have not previously manufactured and sold products; • We may face difficulties in coordinating geographically separated organizations, systems and facilities; • The customers, distributors, suppliers, employees and others with whom the companies we acquire have business dealings may have a potentially adverse reaction to the acquisition; • We may have difficulty implementing a cohesive framework of controls, procedures and policies appropriate for a larger, U.S.-based public company at companies that, prior to acquisition, may not have as robust controls, procedures and policies, 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 that may not have previously been applicable to the acquired company’s operations; • We may have to write off goodwill or other intangible assets; and • We may incur unforeseen obligations or liabilities in connection with acquisitions including, but not limited to, cybersecurity risks associated with integrating our networks or systems with those of acquired entities. At times, we may also enter into strategic alliances or collaborative arrangements with customers, suppliers or other business partners with respect to development of technology and IP. These projects typically require significant investments of capital and exchange of proprietary, highly sensitive information. The success of these alliances and arrangements depends on various factors over which we may have limited or no control, including the other party’s discretion in determining the efforts and resources they will apply to the project, and requires ongoing and effective cooperation with our strategic partners and collaborators. Mergers, acquisitions, strategic alliances and collaborative arrangements are inherently subject to significant risks, and the inability to effectively manage these risks could materially and adversely affect our business, financial condition and operating results. Disruption of our manufacturing facilities or other operations or those of our suppliers, or in the operations of our customers, due to climate change, earthquake, flood, other natural catastrophic events, public health crises or terrorism could result in cancellation of orders, delays in deliveries or other business activities, or loss of customers and could seriously harm our business. 19 Table of Contents We have significant manufacturing operations in the U.S., Singapore, Israel, Germany, U. K., Italy and China. In addition, our business is international in nature, with our sales, service and administrative personnel and our customers and suppliers located in numerous countries throughout the world. Operations at our manufacturing facilities and our assembly subcontractors and those of our suppliers, as well as our other operations and those of our customers, are subject to disruption for a variety of reasons, including work stoppages, acts of war, terrorism, public health crises, fire, earthquake, volcanic eruptions, drought, storms, extreme temperatures, energy shortages, spikes in energy demand or power blackouts, disruptions in the availability of water necessary for our operations (including, but not limited to, in areas of relatively high water stress), flooding or other natural disasters. Certain of these events may become more frequent or intense as a result of climate change, or other environmental or social issues, which may in some instances also contribute to chronic changes such as sea-level rise or changes to meteorological or hydrological patterns that may also disrupt our or our suppliers’ operations or otherwise adversely impact our business. Such disruption has caused (as with the COVID-19 pandemic, for example) and could in the future cause inefficiencies in our workforce and delays in, among other things, shipments of products to our customers, our ability to perform services requested by our customers, the ability of our suppliers to supply us components for our products in a timely manner, or the timely installation and acceptance of our products at customer sites. Such disruptions could also induce illiquidity for our customers and suppliers, further straining our supply chain and causing continued uncertainty in customers’ abilities to pay for the products they purchase and their demand for our products and services. In case of any disruptions in our supply chain, we may need to commit to increased purchases and provide longer lead times to secure critical components, which could increase inventory obsolescence risk. We cannot provide any assurance that alternate means of conducting our operations (whether through alternate production capacity or service providers or otherwise) would be available if a major disruption were to occur or that, if such alternate means were available, they could be obtained on favorable terms. We maintain a program of insurance coverage for a variety of property, casualty and other risks. The types and amounts of insurance we obtain vary depending on availability, cost and decisions with respect to risk retention. Some of our policies have broad exclusions. In addition, one or more of our insurance providers may be unable or unwilling to continue to provide certain coverage in the future or pay a claim. Losses not covered by insurance may be large, which could harm our results of operations and financial condition. Even where insured, there is a risk that an insurer may deny or limit coverage or may become financially incapable of covering claims. In addition, as part of our cost-cutting actions, we have consolidated several operating facilities. Our California operations are now primarily centralized in our Milpitas facility. The consolidation of our California operations into a single campus could further concentrate the risks related to any of the disruptive events described above, such as acts of war or terrorism, earthquakes, fires or other natural disasters, if any such event were to impact our Milpitas facility. We are predominantly uninsured for losses and interruptions caused by terrorist acts and acts of war. If international political instability or geopolitical tensions continue or increase, our business and results of operations could be harmed. The threat of terrorism targeted at, or acts of war in, the regions of the world in which we do business increases the uncertainty in our markets. Any act of terrorism or war that affects the economy or the industries we serve could adversely affect our business. Increased international political instability or geopolitical tensions in various parts of the world, disruption in air transportation and further enhanced security measures as a result of terrorist attacks may hinder our ability to do business and may increase our costs of operations. We maintain significant operations in Israel. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its Arab neighbors, and a state of hostility varying in degree and intensity has led to security and economic challenges for Israel. Persistent hostilities involving Iran and Iran-backed groups, including Hezbollah in Lebanon and Hamas in the Gaza Strip, have involved missile strikes against civilian targets in various parts of Israel and attacks on marine vessels traversing the Red Sea. Disruptions in shipping routes in the Red Sea could result in delays in shipping our products to customers, which could delay the timing of revenue recognition. In addition, some of our employees in Israel are obligated to perform annual reserve duty in the Israel Defense Forces, and may be called to active military duty in emergency circumstances. We cannot assess the impact that emergency conditions in Israel may have on our business, operations, financial condition or results of operations, but it could be material. Instability in any region could directly impact our ability to operate our business (or our customers’ ability to operate their businesses), cause us to incur increased costs in transportation, make such transportation unreliable, increase our insurance costs, and cause international currency markets to fluctuate. Instability in any region could also have the same effects on our suppliers and their ability to timely deliver their products. Our insurance does not cover losses we suffer attributable to war. If international political instability and geopolitical tensions continue or increase in any region in which we do business, our business and results of operations could be harmed. We self-insure certain risks including earthquake risk. If one or more of the uninsured events occurs, we could suffer major financial loss. 20 Table of Contents We purchase insurance to help mitigate the economic impact of certain insurable risks; however, certain risks are uninsurable, are insurable only at significant cost or cannot be mitigated with insurance. Accordingly, we may experience a loss that is not covered by insurance, either because we do not carry applicable insurance or because the loss exceeds the applicable policy amount or is less than the deductible amount of the applicable policy. For example, we do not currently hold earthquake insurance. An earthquake could significantly disrupt our manufacturing operations, a significant portion of which are conducted in California, an area highly susceptible to earthquakes. It could also significantly delay our research and engineering efforts on new products, much of which is also conducted in California. We take steps to minimize the damage that would be caused by an earthquake, but there is no certainty that our efforts will prove successful in the event of an earthquake. We self-insure earthquake risks because we believe this is a prudent financial decision based on our cash reserves and the high cost and limited coverage available in the earthquake insurance market. Certain other risks are also self-insured either based on a similar cost-benefit analysis, or based on the unavailability of insurance. If one or more of the uninsured events occurs, we could suffer major financial loss. We are exposed to foreign currency exchange rate fluctuations. Although we hedge certain currency risks, we may still be adversely affected by changes in foreign currency exchange rates or declining economic conditions in these countries. We have some exposure to fluctuations in foreign currency exchange rates, primarily the Japanese Yen, the euro, the pound sterling and the new Israeli shekel. We have international subsidiaries that operate and sell our products globally. In addition, an increasing proportion of our manufacturing activities are conducted outside of the U.S., and many of the costs associated with such activities are denominated in foreign currencies. We routinely hedge our exposures to certain foreign currencies with certain financial institutions in an effort to minimize the impact of certain currency exchange rate fluctuations, but these hedges may be inadequate to protect us from currency exchange rate fluctuations. To the extent that these hedges are inadequate, or if there are significant currency exchange rate fluctuations in currencies for which we do not have hedges in place, our reported financial results or the way we conduct our business could be adversely affected. Furthermore, if a financial counterparty to our hedges experiences financial difficulties or is otherwise unable to honor the terms of the foreign currency hedge, we may experience material financial losses. We are exposed to fluctuations in interest rates and the market values of our portfolio investments, and an impairment of our investments could harm our earnings. In addition, we and our stockholders are exposed to risks related to the volatility of the market for our common stock. Our investment portfolio primarily consists of both corporate and government debt securities that are susceptible to changes in market interest rates and bond yields. As market interest rates and bond yields increase, those securities with a lower yield-at-cost show a mark-to-market unrealized loss. An impairment of the fair market value of our investments, even if unrealized, must be reflected in our financial statements for the applicable period and may, therefore, have a material adverse effect on our results of operations for that period. In addition, the market price for our common stock is volatile and has fluctuated significantly during recent years. The trading price of our common stock could continue to be highly volatile and fluctuate widely in response to various factors, including, without limitation, conditions in the semiconductor industry and other industries in which we operate, fluctuations in the global economy or capital markets, our operating results or other performance metrics, or adverse consequences experienced by us as a result of any of the risks described elsewhere in this Item 1A. Volatility in the market price of our common stock could cause an investor in our common stock to experience a loss on the value of their investment in us and could also adversely impact our ability to raise capital through the sale of our common stock or to use our common stock as consideration to acquire other companies. We are exposed to risks in connection with tax and regulatory compliance audits in various jurisdictions. We are subject to tax and regulatory compliance audits (such as related to customs or product safety requirements) in various jurisdictions, and such jurisdictions may assess additional income or other taxes, penalties, fines or other prohibitions against us. Although we believe our tax estimates are reasonable and that our products and practices comply with applicable regulations, the final determination of any such audit and any related litigation could be materially different from our historical income tax provisions and accruals related to income taxes and other contingencies. The results of an audit or litigation could have a material adverse effect on our operating results or cash flows in the period or periods for which that determination is made. A change in our effective tax rate can have a significant adverse impact on our business. We earn profits in, and are therefore potentially subject to taxes in, the U.S. and numerous foreign jurisdictions, including Singapore and Israel, the countries in which we earn the majority of our non-U.S. profits. Due to economic, political or other 21 Table of Contents conditions, tax rates in those jurisdictions may be subject to significant change. A number of factors may adversely impact our future effective tax rates, such as the jurisdictions in which our profits are determined to be earned and taxed; changes in the tax rates imposed by those jurisdictions; expiration of tax holidays in certain jurisdictions that are not renewed; the resolution of issues arising from tax audits with various tax authorities; changes in the valuation of our deferred tax assets and liabilities; adjustments to estimated taxes upon finalization of various tax returns; increases in expenses not deductible for tax purposes, including write-offs of acquired in-process research and development and impairment of goodwill in connection with acquisitions; changes in available tax credits; changes in stock-based compensation expense; changes in tax laws or the interpretation of such tax laws; changes in generally accepted accounting principles; and the repatriation of earnings from outside the U.S. for which we have not previously provided for U.S. taxes. A change in our effective tax rate can materially and adversely impact our results from operations. In addition, changes to U.S. tax laws will significantly impact how U.S. multinational corporations are taxed on U.S. and foreign earnings. On July 4, 2025, the enactment of the One Big Beautiful Bill Act (“OBBBA”) provides for several permanent changes to the United States tax code including, among other items, modifying the Global Intangible Low-Taxed Income (“GILTI”) and Foreign-Derived Intangible Income (“FDII”) rules that were included in the Tax Cuts and Jobs Act, which was enacted into law on December 22, 2017. The OBBBA renames GILTI to Net Controlled Foreign Corporation (“CFC”) Tested Income (“NCTI”) and modifies the percentage of foreign earnings under the GILTI regime that is taxable in the U.S. from 50% to 40% for tax years beginning after December 31, 2025. It also renames FDII to Foreign-Derived Deduction Eligible Income (“FDDEI”) and modifies the percentage of U.S. earnings under the FDII regime that is not subject to tax in the U.S. from 37.5% to 33.34% for tax years beginning after December 31, 2025. The net impact of the changes provided by the OBBBA and interpretations of such law may have a material and adverse impact to our effective tax rate beginning in the quarter ending September 30, 2026. On August 16, 2022, the enactment of the Inflation Reduction Act (“IRA”) introduced a corporate alternative minimum tax (“CAMT”) that was effective for us beginning in the quarter ended September 30, 2023. The CAMT applies a 15% minimum income tax rate on certain large corporations. Although we were not subject to the CAMT in our fiscal year ended June 30, 2025, the enactment of the OBBBA and interpretations of such law may result in our subjection to CAMT liability in future periods, which can have a material and adverse impact to our future effective tax rate. Numerous countries are evaluating their existing tax laws due, in part, to recommendations made by the Organization for Economic Co-operation and Development’s (“OECD”) Base Erosion and Profit Shifting (“BEPS”) project. The OECD continues to advance its work under the BEPS 2.0 initiative to develop the framework for Pillar Two, which aims to implement a global minimum tax of 15%. Many countries have enacted or drafted legislation using the Pillar Two framework to propose domestic tax laws requiring a minimum tax rate of 15% (“top-up tax”) on income earned in the respective countries. One country that has adopted Pillar Two legislation is Singapore, where KLA earns significant profits and currently benefits from tax incentives granted by the Singapore Economic Development Board. The tax liability from top-up tax may have a material and adverse impact to our effective tax rate beginning in the quarter ending September 30, 2026. Compliance with federal securities laws, rules and regulations, as well as NASDAQ requirements, has become increasingly complex, and the significant attention and expense we must devote to those areas may have an adverse impact on our business. Federal securities laws, rules and regulations, as well as NASDAQ rules and regulations, require companies to maintain extensive corporate governance measures, impose comprehensive reporting and disclosure requirements, set strict independence and financial expertise standards for audit and other committee members and impose civil and criminal penalties for companies and their chief executive officers, chief financial officers and directors for securities law violations. These laws, rules and regulations have increased, and in the future are expected to continue to increase, the scope, complexity and cost of our corporate governance, reporting and disclosure practices, which could harm our results of operations and divert management’s attention from business operations. A change in accounting standards or practices or a change in existing taxation rules or practices (or changes in interpretations of such standards, practices or rules) can have a significant effect on our reported results and may even affect reporting of transactions completed before the change is effective. New accounting standards and taxation rules and varying interpretations of accounting pronouncements and taxation rules have occurred and will continue to occur in the future. Changes to (or revised interpretations or applications of) existing accounting standards or tax rules or the questioning of current or past practices may adversely affect our reported financial results or the way we conduct our business. Adoption of new standards may require changes to our processes, accounting systems, and internal controls. Difficulties encountered during adoption could result in internal control deficiencies or delay the reporting of our financial results. 22 Table of Contents